END USER LICENCE AGREEMENT

LAST UPDATED: October 2023

PLEASE READ THESE LICENCE TERMS CAREFULLY. THESE TERMS MAY HAVE CHANGED SINCE YOU LAST REVIEWED THEM.

This is a licence agreement (the Licence Agreement) between you and Song Athletics Ltd (Company No. 14936436), a limited company incorporated in England and Wales, whose registered office is currently The Gatehouse, 2 Devonhurst Place, Heathfield Terrace, London, England W4 4JD (Song Athletics).

This Licence Agreement explains your rights to download and use sample packs which are owned by Song Athletics and may be downloaded from songathletics.com or through third party vendors or which are otherwise licensed by Song Athletics (individually and collectively, as the context requires, the Products).

For any questions about this Licence Agreement or the Products, please contact Song Athletics: https://songathletics.com/pages/contact

BY DOWNLOADING AND USING ANY OF THE PRODUCTS YOU CONFIRM THAT YOU ACCEPT THE TERMS OF THIS LICENCE AGREEMENT AND THAT YOU AGREE TO COMPLY WITH THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE ANY OF THE PRODUCTS.

  1. ACCESSING AND DOWNLOADING THE PRODUCTS

When you purchase a licence to download and use any Product (individually and collectively, as the context requires, the Licensed Products) you will receive download and, if applicable, activation instructions to the email address you used when making the purchase.

You may download any Licensed Product up to a maximum of three times for each licence purchased. You must not share the download link with any third party.

If you do not receive an email with access and activation instructions, please check your junk or spam folder before contacting Song Athletics: https://songathletics.com/pages/contact

  1. YOUR RIGHTS TO DOWNLOAD AND USE THE PRODUCTS

Your rights. Subject to the Restricted Uses set out below and the remainder of this Licence Agreement, Song Athletics grants you a non-exclusive, non-sublicensable, non-transferrable worldwide and perpetual right to download and use the Licensed Products in newly created musical compositions and/or sound recordings produced by you (your Projects). This gives you the right to publicly perform, broadcast, transmit, stream, exhibit, distribute and otherwise exploit (on a commercial or non-commercial basis) such Licensed Products strictly as incorporated in your Projects.

Ownership of IP. All Products and the intellectual property rights in them (including in the sound recordings and underlying musical works embodied in them) are owned by Song Athletics. All rights not expressly granted in this Licence Agreement are reserved to Song Athletics. You acknowledge that the rights in the Licensed Products are licensed (not sold) to you and that you have no intellectual property rights in the Licensed Products other than the right to use the Licensed Products in accordance with the terms of this Licence Agreement.

Collecting societies. You may not assert any right to revenue arising from the Licensed Products as standalone files or on a standalone basis, including without limitation registering as the author of the Licensed Products (in whole or part) with any collection society or performing right organisation. For clarity, this restriction does not apply to your Projects which incorporate the Licensed Products provided that you have complied with the Restricted Uses set out below.

Trade marks. Song Athletics’ logos, trade marks and service marks are Song Athletics’ property. You may not use them without Song Athletics’ permission, other than for purposes of attributing the Licensed Products to Song Athletics.

  1. RESTRICTED USES

No unlawful use. You may not use the Products in any defamatory or unlawful manner, in any context which promotes violence or hatred, or in violation of any applicable rules, regulations or industry codes.

No standalone use. You may not make the Products available, or sell, license or distribute any Projects or content incorporating the Products in a way that is intended to allow or invite a third party to use, download, extract, redistribute or access the Products as a standalone file or on a standalone basis, for example re-packaging and selling the Products (in whole or part) as audio samples, sound libraries or sound effects, or as part of a synthesiser, virtual instrument, sample library, sample-based product or other musical instrument.

No use in an audio trade mark or sonic logo. You may not reproduce or incorporate any Products into a logo, trade mark or service mark. Additionally, you shall not be entitled to register (in any jurisdiction) the Products (in whole or in part) as a trade mark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the Products or any similar products (including by Song Athletics or its customers).

No machine learning. You may not use the Products (including any metadata associated with the Products or any other materials related to the Products) for any machine learning and/or artificial intelligence purposes, including without limitation for the purposes of creating, generating, training, testing and verifying any machine learning or artificial intelligence systems, tools, applications, algorithms and/or models.

No decompiling. You may not copy, decompile or reverse engineer any of the Products (in whole or part) or authorise any person to do so on your behalf.

  1. THIS LICENCE AGREEMENT IS PERSONAL AND MUST NOT BE TRANSFERRED

This Licence Agreement is, and the rights granted to you in it are, personal, non-transferable and non-sub-licensable. This means only you can make use of the Products and must not share with or permit others to use the Products. You may not rent, lend or re-sell the Products to any third party.

For clarity, once you have incorporated the Licensed Products in your Projects, you can freely transfer, license and exploit your Projects, subject to the Restricted Uses set out above.

  1. CHARGES AND PAYMENT TERMS

The prices for purchasing licences to download and use the Products are listed on Song Athletics’ website and may change periodically. Song Athletics reserves the right to adjust prices at its sole discretion. If VAT is included in the price, it will be clearly indicated on its website.

The rights granted to you under this Licence Agreement are subject to and conditional upon Song Athletics’ receipt of the relevant fees for the applicable Product(s) in full.

  1. TERMINATION, REFUNDS AND PRODUCT WITHDRAWALS

Termination. Song Athletics may terminate this Licence Agreement at any time if you breach any of its terms. Upon termination of this Licence Agreement, you must immediately cease using the Products, delete any copies of the Products, and if requested, confirm to Song Athletics in writing that you have done so.

Refunds. You are entitled to a refund if you contact Song Athletics within 14 days of your order and have not downloaded the Licensed Product. Song Athletics typically does not offer refunds once the Licensed Product has been downloaded. That said, Song Athletics will review refund requests on a case-by-case basis, and our determination will be final. This does not impact your legal rights.

Withdrawal. Song Athletics may discontinue licensing any Product (in whole or part) at any time in its sole discretion. Upon notice from Song Athletics, or upon your knowledge, that any Licensed Product may be subject to a claim of infringement of a third party’s right for which Song Athletics may be liable, Song Athletics may require you to immediately and at your own expense cease using the Licensed Product and delete any copies of the Licensed Product.

  1. YOUR COMMITMENTS TO SONG ATHLETICS

You hereby warrant and represent that you have the right, power and authority to enter into and fully perform your obligations under this Licence Agreement. You will defend, indemnify and hold harmless Song Athletics and its affiliates, directors, officers, employees and agents with respect to any claim, demand, cause of action, or debt or liability brought by or claimed by any third party, including legal fees, to the extent that any such claim is based upon or arises out of a breach of your representations, warranties, covenants and obligations under this Licence Agreement.

  1. LIABILITY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW:

  1. THE AGGREGATE LIABILITY OF SONG ATHLETICS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF THE LICENSED PRODUCTS, WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO SONG ATHLETICS FOR THE LICENSED PRODUCTS PRIOR TO THE DATE OF YOUR CLAIM AGAINST SONG ATHLETICS, OR £100, IF GREATER.
  1. SONG ATHLETICS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS LICENCE AGREEMENT OR YOUR USE OF THE LICENSED PRODUCTS; AND
  1. THE PRODUCTS ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS AND SONG ATHLETICS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

NOTHING IN THIS LICENCE AGREEMENT SHALL OPERATE TO LIMIT OR EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY SONG ATHLETICS’ NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

  1. CHANGES TO THE TERMS OF THIS LICENCE AGREEMENT

Sound Athletics has the right to modify and update the terms of this Licence Agreement from time to time at its sole discretion. Upon making the changes, Song Athletics shall upload an updated version of the Licence Agreement to its website.

You are recommended to review this Licence Agreement regularly. For significant updates, Song Athletics might notify you using your registered email address.

If you disagree with the terms of the updated version(s) of this Licence Agreement, you should stop using the Licensed Products. By continuing to use the Licensed Products you agree to be bound by the updated version(s) of this Licence Agreement, which will apply to you in its entirety.

  1. GENERAL PROVISIONS

Status. Your access, download and use of the Products does not establish any partnership, client, fiduciary or other professional relationship between you and Song Athletics.

Force majeure. Song Athletics shall not be liable for any delays or failures to perform its obligations under this Licence Agreement which arise as a consequence of events beyond its reasonable control.

Entire agreement. This Licence Agreement (as the same may be updated by Song Athletics from time to time) sets out the full understanding between you and Song Athletics as to its subject matter.

Assignment. This Licence Agreement is personal to you and is not assignable by you without Song Athletics’ prior written consent. Song Athletics may assign this Licence Agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by the terms of this Licence Agreement.

Severability. If one or more of the terms of this Licence Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Any such provisions shall be revised only to the extent necessary to make them enforceable while maintaining, as far as legally possible, the intended meaning.

Waiver. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

No third party rights. No third party shall have the right to enforce any term of this Licence Agreement.

Notices. Any notices required to be sent to Song Athletics under or in connection with this Licence Agreement shall be in writing and sent by email to hello@songathletics.com. Any notices required to be sent to you under or in connection with this Licence Agreement shall be in writing and sent by email to your registered email address.

Taxes. You agree to pay and be responsible for the payment of any and all sales taxes, use taxes, value added taxes, withholding taxes and duties imposed by any jurisdiction as a result of the rights granted to you under this Licence Agreement, or your use of the Licensed Products.

Governing law and jurisdiction. This Licence Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales, the courts of which shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Licence Agreement or its subject matter or formation.