Copyright License Agreement

1. Grant of License

 

1.1 License: XLR8 Audio grants Licensee a non-exclusive, non-transferable, revocable license to use the Content for personal, educational, or commercial purposes in the production of audio works, such as music compositions, soundtracks, podcasts, film sound design, and other audio-visual productions (the "Permitted Uses").

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1.2 Restrictions on Use: Licensee agrees to refrain from the following actions:

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• Reselling, redistributing, or sublicensing the Content in its original or modified form, either for commercial purposes or for free.

• Using the Content in any illegal, defamatory, immoral, or infringing manner, including using the Content in works that violate the rights of third parties or are in breach of applicable laws.

• Using the Content in any product, service, or business that competes directly with XLR8 Audio.

• Including the Content in any work that can be perceived as a direct copy, or substantially derivative of, the Content without substantial transformation.

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1.3 Rights Reserved: XLR8 Audio retains all ownership, intellectual property rights, and copyright interests in the Content. The Licensee does not gain any rights, title, or interest in the Content other than those expressly granted under this Agreement.

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2. Ownership and Copyright

 

2.1 Intellectual Property: The Content is protected by copyright laws, and the Licensee acknowledges that XLR8 Audio is the sole owner of all intellectual property rights in the Content, including but not limited to copyright, trademark, and trade secret rights.

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2.2 No Transfer of Ownership: The Licensee is granted a limited license to use the Content under the terms of this Agreement. No rights to ownership of the Content or any part thereof are transferred to the Licensee.

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2.3 Third-Party Licenses: If any third-party content is included in the Content, XLR8 Audio ensures that it has the necessary rights to sublicense that third-party content. However, the Licensee is responsible for confirming any applicable rights and obligations regarding such third-party content.

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3. License Fees and Payment

 

3.1 Payment Terms: The Licensee agrees to pay the applicable fees for the use of the Content as outlined on XLR8 Audio’s website or as agreed upon in writing with XLR8 Audio. All payments are due in full upon purchase unless otherwise specified.

 

3.2 Refunds: Due to the nature of digital content, XLR8 Audio does not offer refunds once the Content has been downloaded or

accessed unless the Content is found to be defective or not as described.

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4. Term and Termination

 

4.1 Term of Agreement: This Agreement will remain in effect unless terminated by either party as outlined herein. The Licensee’s rights to use the Content are effective for the duration of the term of this Agreement.

 

4.2 Termination for Breach: XLR8 Audio reserves the right to terminate this Agreement immediately upon notice to the Licensee if the Licensee breaches any term or condition of this Agreement. Upon termination, Licensee must cease all use of the Content and destroy any copies in their possession.

 

4.3 Survival: The provisions regarding ownership, restrictions on use, and indemnification shall survive the termination of this Agreement.

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5. Warranties and Disclaimers

 

5.1 Warranty Disclaimer: XLR8 Audio makes no warranty or representation regarding the fitness of the Content for any particular purpose, nor does it guarantee that the Content will be error-free or uninterrupted. The Content is provided "as-is," and Licensee assumes all risks associated with its use.

 

5.2 Indemnity: The Licensee agrees to indemnify, defend, and hold harmless XLR8 Audio, its affiliates, employees, agents, and licensors from any claims, damages, losses, or expenses arising from the Licensee’s use of the Content, including but not limited to claims of infringement or violation of third-party rights.

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6. Limitation of Liability

 

6.1 Limitation: To the maximum extent permitted by law, XLR8 Audio’s liability under this Agreement shall be limited to the amount paid by the Licensee for the Content. In no event shall XLR8 Audio be liable for any indirect, incidental, punitive, special, or consequential damages, or for any loss of profits, data, or revenue, regardless of whether XLR8 Audio was advised of the possibility of such damages.

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7. Miscellaneous

7.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles.

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7.2 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved through binding arbitration in [Location], with arbitration conducted in accordance with the rules of [Arbitration Organization].

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7.3 Entire Agreement: This Agreement constitutes the entire understanding between XLR8 Audio and Licensee regarding the Content and supersedes all prior agreements, communications, and understandings, whether oral or written.

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7.4 Severability: If any provision of this Agreement is found to be unenforceable or invalid, the remainder of the Agreement shall remain in full force and effect.

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7.5 Force Majeure: XLR8 Audio shall not be held liable for any delay or failure in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of nature, fire, flood, labor disputes, or other similar events.

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8. Acceptance of Terms

 

By downloading, purchasing, or using the Content, Licensee acknowledges that they have read, understood, and agreed to the terms of this Agreement. If the Licensee does not agree to these terms, they must not use or download the Content.

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XLR8 Audio

Effective date: 6 March 2025