YouWorkForThem's Stock Audio License

THIS IS A BINDING LEGAL AGREEMENT regarding the stock audio media files and the composition and specific nature of the sounds and music embodied within (collectively, the “Stock Audio”) that you are downloading or purchasing from YouWorkForThem, for yourself, your company, your employer, or other principal (hereafter collectively referred to as “you”). If you refuse to accept a contractual obligation through this license agreement, you are not permitted to access, download, or use the Stock Audio. Please thoroughly and carefully read through this Agreement before purchasing, downloading, installing and/or using the Stock Audio, ANY OF WHICH SHALL INDICATE YOUR EXPRESS AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS.

The Stock Audio licensed under this Agreement is supplied to you by YouWorkForThem for USAGE ONLY, and remains the intellectual property of the designer(s) of the Stock Audio.

YouWorkForThem and/or the designer(s) reserve all rights not expressly granted to you under this Agreement.

Upon receipt by YouWorkForThem of all applicable fees, and subject to your compliance with all of the terms and conditions of this Agreement, you are granted a non-exclusive, terminable and non-transferable license to use the Stock Audio in accordance with the following terms and conditions. You may not exceed the scope of this license. If you have negotiated and agreed to any additional terms and conditions, those must be in writing and signed or sent by YouWorkForThem, and must incorporate this Agreement by reference.

Use of the Stock Audio is strictly and explicitly limited to the number of End Users declared and paid for at time of purchase. For a single license purchase, the Stock Audio may be installed on not more than two (2) devices, such as desktop or laptop computer workstations, notebooks, netbooks, tablets, and/or smartphones. If the Stock Audio will be installed on more than two (2) devices, a Multi-User Extension must be purchased (see Section 5.1 for more detail). If you are a company purchasing a Multi-User Extension for your employees, your employees may use the Stock Audio anywhere in the world, subject to the terms of this Agreement. You must notify all employees of the terms and conditions of this Agreement and you are responsible for all actions of the employees.

Use of the Stock Audio in the creation of design works for your personal use is permitted. If you design or create works for third parties, such as clients, you are considered a “Designer” and you may use the Stock Audio to design or create such works for those third parties, provided that the use by those third parties is subject to the obligations and restrictions (but none of the privileges of the Stock Audio license) in this Agreement as if those third parties were you, and provided that you notify those third parties of those obligations and restrictions in writing. You may not allow any third party to use your copy of the Stock Audio. You may not send or transfer the Stock Audio, or any copy of the Stock Audio, to any third party. You may use the Stock Audio to create multiple copies of products, including games, programming for broadcast or streaming or theatrical or other display, electronic toys or similar commercial products, provided you do not exceed the 250,000 instance limit as defined in 5.3 below or violate any of the other restrictions in this Agreement. You may use the Stock Audio to create a company brand, subject to the restrictions in Sections 4 and 5 below. Other restrictions to the use of the Stock Audio are also set forth in those sections.

You are permitted to keep a single backup copy of licensed Stock Audio in the cloud, locally on a desktop, laptop or mobile device, or on a studio server. You must be the only party who maintains or has access to this backup copy. The Stock Audio may not be sub-licensed, sold, leased, rented, lent, or given away to any other person or entity.

In the event that you require the services of a service provider, such as a commercial printer, you are permitted to transfer a single copy of the required Stock Audio to that specific service provider. Upon completion of your job, the service provider must delete the Stock Audio or purchase their own license. It is your responsibility to inform the service provider about this requirement. Allowing use of the Stock Audio by any third party in ANY OTHER CIRCUMSTANCE is prohibited.

The Stock Audio may be exchanged only if defective. If you wish to claim a refund you must (a) certify that no copy of the Stock Audio remains in your possession or control and (b) provide proof of a valid sale and a valid sales receipt from YouWorkForThem, and (c) provide other information requested by YouWorkForThem to support your claim. All claims for a refund must be made within one (1) week of purchase.

You are permitted to embed or otherwise include the Stock Audio within a PDF, PowerPoint, Word or similar-type electronic document, distributed physically or online for personal or commercial use ONLY IF: A) the document is not for sale, resale or mass-market distribution of any kind; AND B) the online use is not a redistribution of usable versions of the Stock Audio; AND C) the distribution of the document is restricted to fewer than 250,000 instances. If documents containing embedded copies of the Stock Audio will be sold, a separate Items For Resale Extension (see Section 5.2 for more detail) must be purchased. This can be purchased by clicking on “Licenses” and then checking the “Items For Resale” check box. If the distribution of the document consists of 250,000 instances or more, a separate Large Volume Commercial Extension must be purchased. (See Section 5.3 for more detail.)

You may not use the Stock Audio to create a trademark/logo for a brand without altering it in some way--it’s already copyrighted as is. (For example, you could purchase a license for a short musical melody, but you’d have to combine it with another element before you create the next “Intel Inside™” theme.)

You may not use the Stock Audio in pornographic, fraudulent, obscene, immoral, infringing, illegal, blasphemous or defamatory material. You may not sell, sublicense, distribute or otherwise grant rights of any kind to the Stock Audio. You may not make the Stock Audio available to others in any way, including as a downloadable file, an email attachment, MMS message or via any other electronic method that exists now or in the future. You may not modify, adapt, translate, rent, lease, resell, distribute, produce, reverse engineer, decompile, disassemble, re-digitize or create derivative works based on the Stock Audio that you then make available as editable files.

Use of the Stock Audio is not permitted in the following circumstances without purchasing the applicable license extension. Any descriptions provided herein are intended only as specific examples for your convenience and are not a limitation of any restrictions. If you have questions regarding your needs and the applicable extension required, please contact us for assistance.

There are three separate extensions as defined below. If more than one is required for your scenario, you may purchase as needed. For example, if your campaign ends up exceeding 250,000 instances, you may return and purchase a Large Volume Commercial extension at that time. (See Section 5.3 for more detail.)

If the Stock Audio will be installed on more than two (2) devices, a Multi-User Extension must be purchased. This can be purchased by clicking on “Licenses” and then checking the “Multi-User” check box. The extension fee covers the installation of the Stock Audio on three (3) or more devices, up to an unlimited number. If you are a company purchasing a Multi-User Extension for your employees, your employees may use the Stock Audio anywhere in the world, subject to the terms of this Agreement. You must notify all employees of the terms and conditions of this Agreement and you are responsible for all actions of the employees.

If the Stock Audio will be used for any items that are for sale, an Items For Resale Extension must be purchased. This can be purchased by clicking on “Licenses” and then checking the “Items For Resale” check box. This includes, but is not limited to, physical media including CDs, CD packaging, DVDs, DVD packaging, commercial films, movies, and theatrical presentations, editorial media, video games, mobile applications, website templates, application templates, electronic toys and games, etc.

If the Stock Audio will be used to create more than 250,000 instances of use, a Large Volume Commercial Extension must be purchased. Since there’s not a “one size fits all” way to sell this extension, you will need to contact us for a quote. This applies to more than 250,000 instances of A) products, promotional campaigns and/or related materials; B) advertising campaigns and/or related materials; or C) product packaging and/or related materials. This includes, but is not limited to, physical media including CDs, CD packaging, DVDs, DVD packaging, commercial films, movies, and theatrical presentations, editorial media, video games, mobile applications, website templates, application templates, electronic toys and games, etc.

The Stock Audio is licensed—not sold—to you by YouWorkForThem on behalf of the designer, and is licensed for use in accordance with the terms of this Agreement. As a licensee, your ownership of the media and/or device on which the Stock Audio is recorded, if any, is distinct from and does not grant any right, title or interest in and to the design of the Stock Audio itself. All copies of the Stock Audio downloaded or installed, including copies of any Stock Audio that accompany this document either as part of a downloaded file or on recorded media, such as, but not limited to, magnetic or optical media, remain the exclusive property of YouWorkForThem and/or the designer. The Stock Audio and the design embodied therein are the exclusive property of YouWorkForThem and/or the designer and are protected under both domestic and international copyright, trademark and unfair competition laws. The various names of the Stock Audio and the design within the Stock Audio are the trademarks of YouWorkForThem or the designer. All other trademarks are the property of their respective owners, and may be registered in the United States or other jurisdictions. Except as stated herein, this Agreement does not grant you any rights to trademark or any other intellectual property rights in the Stock Audio.

If your use of the Stock Audio is within a format where credits are displayed, for example a movie or television show, or an awards ceremony, or printed production credits, etc., you agree to credit YouWorkForThem in the following manner: (Stock Audio Name) © (Designer’s Name) www.youworkforthem.com. (This type of credit is ONLY required where credits are shown as part of the format. You would not need to add a credit on a product package, for example.)

Any breach of the terms of this Agreement shall be cause for termination of this License. In the event of termination, and without limitation of any remedies under law and equity, you agree to immediately return or destroy the Stock Audio, at the discretion of YouWorkForThem, and certify that no copy remains in your possession or control.

You shall be responsible for your compliance with all laws relating to the control of exports or the transfer of technology in connection with any use and distribution of the Stock Audio. The Stock Audio and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the government, governmental authorities, its employees or vendors may be subject to restrictions set forth in federal law and regulations. If applicable, you hereby agree to familiarize yourself and adhere to any applicable rule, regulation or statute that may apply.

SUBJECT TO THE REPRESENTATIONS AND WARRANTIES STATED HEREIN, THE Stock Audio IS PROVIDED "AS IS" AND WITHOUT FIDUCIARY OBLIGATION TO YOU AND OTHER WARRANTIES OF ANY KIND. YOUWORKFORTHEM AND THE DESIGNER OF THE Stock Audio EACH HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOUWORKFORTHEM DOES NOT WARRANT THAT THE OPERATION OF THE Stock Audio WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE Stock Audio IS WITHOUT DEFECTS. THE Stock Audio IS NOT INTENDED AND WAS NOT DESIGNED OR MANUFACTURED FOR USE IN ANY CIRCUMSTANCES WHERE THE FAILURE OF THE Stock Audio COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. THE Stock Audio IS NOT FAULT TOLERANT AND IS NOT INTENDED FOR USE IN THE CONTROL OR OPERATION OF DEVICES OR EQUIPMENT FOR MANUFACTURING, OR FOR USE IN NAVIGATIONAL DEVICES. THIS DISCLAIMER OF WARRANTIES APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

IN NO EVENT WILL YOUWORKFORTHEM BE LIABLE TO YOU FOR CONSEQUENTIAL OR INCIDENTAL DAMAGE (INCLUDING DAMAGE FROM LOSS OF BUSINESS PROFITS OR SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) OR FOR CLAIM BY ANY PARTY ARISING OUT OF THE USE OF OR INABILITY TO USE THE Stock Audio, EVEN IF YOUWORKFORTHEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. UNDER NO CIRCUMSTANCES, SUBJECT TO THE CONDITIONS NOTED HEREIN, SHALL YOUWORKFORTHEM OR THE DESIGNER'S MAXIMUM LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE REPLACEMENT COST OF THE Stock Audio OR THE PROVISION OF SUBSTITUTE SOFTWARE, AT THE SOLE DISCRETION OF YOUWORKFORTHEM. THIS LIMITATION OF LIABILITY APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

You agree to defend, indemnify and hold YouWorkForThem and YouWorkForThem's suppliers including any designers of the Stock Audio harmless from and against any losses, damages, expenses, and costs, including reasonable attorneys’ fees, from any claim by a third party arising from or related to your breach of this Agreement or your act, error, or omission.

This Agreement will be governed by the laws of the State of California (USA) as applies to contracts entered into and wholly performed therein without application of its conflict of law provisions or the conflict of law provisions of any other jurisdiction. You hereby expressly consent to the personal jurisdiction of the local, state or federal courts within California selected by YouWorkForThem for the hearing or resolution of any dispute or action arising out of or related to this License and you hereby further expressly waive any jurisdiction or venue defenses and agree to services of process by certified mail return receipt requested. All remedies are cumulative and not exclusive.

You acknowledge that you have read this agreement and understand it and that by using the Stock Audio, you will be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between YouWorkForThem and you which supersedes any proposal or prior agreement, oral or written, and any other communications between any other party relating to the subject matter of this Agreement. No variation of the terms of this agreement or any different terms will be enforceable against YouWorkForThem unless YouWorkForThem gives its express written consent. If any provision of this agreement is held void or unenforceable, that provision will be enforced to the maximum extent possible and the remaining provisions of this agreement will remain in full force and effect. In the event any collection or enforcement effort or any legal action is instituted by YouWorkForThem to interpret or enforce this Agreement, you will be responsible for paying reasonable attorneys’ fees incurred by YouWorkForThem. If you are a Designer and YouWorkForThem brings any enforcement effort or legal action against any third party for whom you work, arising from your obligations in this Agreement or the violation by that third party of any applicable restrictions or obligations in this Agreement, you will be responsible for paying reasonable attorneys’ fees incurred by YouWorkForThem. This Agreement will not be construed against any party by reason of the drafting or preparation hereof. YouWorkForThem expressly reserves the right to amend or modify this Agreement at any time and without prior notification.