End-User License Agreement
End-User License Agreement ("Agreement")
Last updated: February 03, 2020
Please read this End-User License Agreement ("Agreement") carefully before clicking the "I Agree" button, downloading or using Soundbenders Studio Products.
By clicking the "I Agree" button, downloading or using the purchased Product, you are agreeing to be bound by the terms and conditions of this Agreement.
This Agreement is a legal agreement between you (either an individual or a single entity) and Soundbenders Studio and it governs your use of the Product made available to you by Soundbenders Studios.
If you do not agree to the terms of this Agreement, do not click on the "I Agree" button and do not download or use the Product.
Licenses
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Non-Exclusive Beats and Products: Soundbender Studios grants you a revocable, non-exclusive, non-transferable, limited license to download and use the Non-Exclusive Beat or Product strictly in accordance with the terms of this Agreement. The Non-Exclusive Beat or Product is licensed, not sold, to you by Soundbender Studios for use strictly in accordance with the terms of this Agreement.
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Exclusive Beat and Products: Sounderbender Studio grants you exclusive rights to the Beat or Product. The Exclusive Beat or Product is under no limitations on user rights. You may exploit the Exclusive Beat or Product to the fullest. There is no maximum number of streams, plays, sales or downloads nor is there an expiration date on the contract. The Exclusive Beat or Product may also be used in numerous different projects. Singles, albums, music videos etc.
Restrictions
You agree not to, and you will not permit others to:
license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or
otherwise commercially exploit the Product or make the Product available to any third party.
modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Product.
remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Soundbender Studios or its affiliates, partners,
suppliers or the licensors of the Product.
Intellectual Property
The Product, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of Soundbender Studios.
Modifications to Application
Soundbender Studios reserves the right to modify, suspend or discontinue, temporarily or permanently, the Product or any service to which it connects, with or without notice and without liability to you.
Term and Termination
This Agreement shall remain in effect until terminated by you or Soundbender Studios.
Soundbender Studios may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from Soundbender Studios, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Product and all copies thereof from your mobile device, from your computer, and from all digital distribution services.
Upon termination of this Agreement, you shall cease all use of the Product and delete all copies of the
Product from your mobile device, from your computer, and from all digital distribution services.
Termination of this Agreement will not limit any of Soundbender Studios rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.
Indemnification
You agree to indemnify and hold Soundbender Studio and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Product; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
No Warranties
The Product is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Soundbender Studios, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Product, including all
implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Soundbender Studios provides no warranty or undertaking, and makes no representation of any kind that the Product will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither Soundbender Studios makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Product, or the information,
content, and materials or products included thereon; (ii) that the Product will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Product; or (iv) that the Product, its servers, the content, or e-mails sent from or on behalf of Soundbender Studios are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
Limitation of Liability
Notwithstanding any damages that you might incur, the entire
liability of Soundbender Studios under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the Product.
To the maximum extent permitted by applicable law, in no event shall Soundbender Studios be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not
limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the Product, third-party software and/or third-party hardware used with the Product, or otherwise in connection with any provision of this Agreement), even if Soundbender Studios has been advised of the possibility of such
damages and even if the remedy fails of its essential purpose.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Severability
If any provision of this
Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to
require performance of an obligation under this Agreement shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach.
For U.S. Government End Users
The Application and related documentation are "Commercial Items", as that term is defined under 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the
Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
Export Compliance
You may not export or re-export the Product except as authorized by United States law and the laws of the jurisdiction in which the Product was obtained.
In particular, but without limitation, the Product may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the
U.S. Department of Commerce Denied Person's List or Entity List.
By installing or using any component of the Product, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
Amendments to this Agreement
Soundbender Studios reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Product after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Application.
Governing Law
The laws of Colorado, United States, excluding its conflicts of law rules, shall govern this Agreement and your use of the Product. Your use of the Product may also be subject to other local, state, national, or international laws.
This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Good.
Contact Information
If you have any questions about this Agreement, please contact us.
Entire Agreement
The Agreement constitutes the entire agreement between you and Soundbender Studios regarding your use of the Product and supersedes all prior and contemporaneous written or oral agreements between you and Soundbender Studios.
You may be subject to additional terms and conditions that apply when you use or purchase other Soundbender Studios' services, which Soundbender Studios will provide to you at the time of such use or
purchase.