END USER LICENSE AGREEMENT
FOR LAUREL HILL RECORDINGS AUDIO CONTENT
IMPORTANT-READ CAREFULLY: This Laurel Hill Recordings End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Laurel Hill Recordings, LLC, a Pennsylvania limited liability company ("Laurel Hill Recordings") for the Laurel Hill Recordings Audio Content you have licensed which includes the following: (i) sound effects, (ii) sound recordings, and (iii) any printed, "online" or electronic documentation ("Sounds"). The term Sounds, when used in this EULA, refers to any sound, sample or file, in any format or configuration, that originates from the Laurel Hill Recordings database or any Laurel Hill Recordings product, including but not limited to, Audio CD’s, CD-ROM’s, and mixed mode CDRs. By licensing, copying or otherwise using the Sounds, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not use the Sounds. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the Sounds. The Sounds is licensed, not sold, and the rights granted here are validated by proof of purchase. Except to the extent necessary to effectuate the specific uses for which you have contracted with Laurel Hill Recordings, the rights granted herein are non-transferable, and all rights not expressly granted to you hereunder are reserved by Laurel Hill Recordings.

  1. Grant of License. In consideration of your payment of the license fee, which is a portion of the price, if any, you paid, Laurel Hill Recordings grants to you and your assigns (subject to the transfer limitations herein), those limited, non-exclusive world wide rights listed below for which you have contracted with Laurel Hill Recordings and paid the appropriate license fee.
    1. Web. The right to use Sounds as part of a personal or commercial web site but only together with images, text, or other visual/audio content, in such a way that Sounds is used in a supporting/secondary role, and is not the main content of web site (hereinafter "Web Site Element"); provided, however, that neither Sounds nor any portion thereof may be resold or redistributed, except to the extent permitted under U.S. copyright law.

    2. Television Broadcast (Laser Drop Sync). The right to include Sounds in local, regional, national, and international terrestrial and cable television broadcast productions, including commercials, programs, PSAs, Infomercials, and Jingles, but only in timed relation or synchronization with sequences, intermissions and visuals contained within the broadcast production in question. This license does not include performance rights. Either ASCAP or BMI license and administer the performance rights to Sounds. As a licensee of Sounds, you must abide by all applicable ASCAP and BMI and regulations regarding timely cues sheet submissions, including proper logging of stations, networks and air dates. If Sounds is used in a commercial television spot, you shall send a copy of the final spot to Laurel Hill Recordings for proper submission to the applicable performing rights society. Musical compositions licensed by Laurel Hill Recordings may not be used together with other musical elements to create a separate derivative musical composition on which you claim a separate copyright (i.e., you are not permitted to combine Sounds with other musical elements and claim copyright to a new and distinct music composition on which you would license separate performance rights, etc).

    3. Radio Broadcast (Laser Drop). The right to include Sounds in terrestrial and cable radio broadcast productions including commercials, programs, PSAs, Infomercials, and Jingles, but only in timed relation to other audio production elements (e.g., Sounds can serve as a jingle underscore or background music laser drop but it cannot be used alone as a featured element in a radio broadcast). This license does not include performance rights. Either ASCAP or BMI license and administer the performance rights to Sounds. As a licensee of Sounds, you must abide by all applicable ASCAP and BMI rules and regulations regarding timely cue sheet submissions, including proper logging of stations, networks and air dates. Musical compositions licensed by Laurel Hill Recordings may not be used together with other musical elements to create a separate derivative musical composition on which you claim a separate copyright (i.e., you are not permitted to combine Sounds with other musical elements and claim copyright to a new and distinct music composition on which you would license separate performance rights, etc).

    4. Film and Videograms. The right to include Sounds in films, videocassettes, DVDs, and CD-ROMs, but only in timed relation or synchronization with sequences, intermissions and visuals contained within the CD-ROM (including console, PC, and handheld games), film, videocassette, or DVD in question.

    5. Compact Disc. The right to include Sounds as part of a sound recording and to mechanically reproduce copies of said sound recording in compact disc format or any other similar configuration now known or hereinafter invented; provided, however, that Sounds may only be used in timed relation to other production elements, and may never be used as a featured element (e.g., Sounds can serve as an "underscore" or "bed" for a narration on a Yoga CD, but it cannot be its own separate music or sound effect track on a compact disc or collected together and exploited on a compact disc with other music tracks or sound effects).

    6. Software. The right to use Sounds as part of a software program (including a software based game); provided that (i) Sounds must be synchronized within the software package; and (ii) without an additional license from Laurel Hill Recordings, Sounds cannot be used (A) in commercial software whose primary purpose is to play back sound effects in a standalone manner that is not time-synchronized with a moving visual image, and where the sole intent of the sounds is to create an audible "notification" for the end user (e.g., ring tone software, alarm clock software, etc), (B) as part of an instant messaging application, (C) automated html template authoring service or application, (D) Flash authoring service or application, or (E) other media authoring service or application library. Notwithstanding the foregoing, personal, noncommercial use of the sort described in 1(f)(ii)(A) above is permitted and does not require an additional license.

    7. Ring Tones. The right to use Sounds as a personal ring tone. Notwithstanding the foregoing, Sounds cannot be used as a commercial ring tone or ring back without an additional license agreement with Laurel Hill Recordings. Please contact Laurel Hill Recordings for more details.

    8. Podcast. The right to include Sounds as part of a sound recording and to mechanically reproduce copies of said sound recording in a downloadable digital audio file format (e.g., mp3, .wav, WMA) or any other similar configuration now known or hereinafter invented; provided, however, that Sounds may only be used in timed relation to other production elements, and may never be used as a featured element (e.g., Sounds can serve as a "bumper," "underscore," or "bed" for a narration of a Podcast, but it cannot be its own separate music or sound effect track on a Podcast or collected together and exploited on a Podcast with other music tracks or sound effects).

  2. Term. The term of the rights granted in this EULA is Ninety Nine (99) years from the date you contracted with Laurel Hill Recordings.

  3. Editing and Looping. In the context of the permitted uses listed in Section 1 above, you may excerpt portions of the Sounds and edit and/or loop each such portion to extend its length for creative, technical, or timing purposes, subject to the terms, conditions, and limitations set forth herein.

  4. Sounds Ownership. As the licensee, you own any tangible object (e.g., a CD) on which the Sounds is recorded or fixed. Notwithstanding the foregoing, Laurel Hill Recordings retains full and complete title to the Sounds and all subsequent copies of the Sounds, regardless of the media or form on or in which the original copies may exist. The License is not a sale of the original Sounds or any of the underlying material.

  5. Copyright. Copyright laws and international treaty provisions protect the Sounds (including, but not limited to, any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the Sounds). Any copies of the Sounds are owned by Laurel Hill Recordings. You must treat the Sounds like any other copyrighted material, except that you may make copies as provided in this EULA. You may not copy any printed materials accompanying the Sounds.

  6. Restrictions on Use.
    1. Other than in the context of the specific uses listed in Section 1 above and in the paragraph 6(b) below, you may not do the following: (i) electronically transfer the Sounds, or make the Sounds available to multiple computers over a network system; (ii) distribute copies of the Sounds or accompanying materials to others; (iii) embed Sounds in any hardware as a stand alone element without an additional license from Laurel Hill Recordings; or (iv) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Sounds or its accompanying printed or written materials (e.g., you are not permitted to combine musical compositions licensed by Laurel Hill Recordings with other musical elements and claim copyright to a new and distinct music composition on which you would license separate performance rights, etc);

    2. Notwithstanding paragraph 6(a)(iv) above, sound effects licensed by Laurel Hill Recordings may be used together with other elements to create a separate derivative musical composition on which you claim a separate copyright; however, one or more of Laurel Hill Recordings sound effects may not be mixed with one or more Laurel Hill Recordings sound effects or third party sound effects to create a derivative sound effect on which you claim a separate copyright (i.e., you cannot make new sound effects using our sound effects as building blocks and then exploit them as a part of a third party sound effects library, compilation, or otherwise).
  7. Transfer Restrictions. Except to the extent necessary to effectuate the specific uses for which you have contracted with Laurel Hill Recordings, you shall not assign, rent, lease, sell, sublicense, or otherwise transfer the Sounds to another party without prior written consent of Laurel Hill Recordings. Any party authorized by Laurel Hill Recordings to receive the Sounds must agree to be bound by the terms and conditions of this Agreement.

  8. Termination. Without prejudice to any other rights, Laurel Hill Recordings may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Sounds and all of its component parts.

  9. Warranty. Laurel Hill Recordings warrants that it is permitted to grant the rights set forth herein. LAUREL HILL RECORDINGS EXPRESSLY DISCLAIMS ANY OTHER WARRANTY ON THE SOUNDS. THE SOUNDS AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND EXCEPT TO THE EXTENT OF THE SPECIFIC WARRANTY ABOVE, THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOUNDS REMAINS WITH YOU.

  10. Indemnification by Laurel Hill Recordings. Laurel Hill Recordings shall indemnify, hold harmless and defend you against any third party action brought against you to the extent that such action is based on a claim that the unmodified Sounds, when used in accordance with this agreement, infringes a United States copyright. Laurel Hill Recordings shall pay all costs, settlements and damages finally awarded on such a claim; provided that you (a) notify Laurel Hill Recordings in writing promptly but in no event later than 30 working days after receipt of notice of the injury or claim of suit, with same identified so as to advise Laurel Hill Recordings that it is related to the Sounds; (b) give Laurel Hill Recordings sole control of the defense and settlement thereof; and (c) provide all reasonable assistance in connection therewith. If any Sounds is finally adjudged to so infringe, or in Laurel Hill Recordings’ opinion is likely to become the subject of such a claim, Laurel Hill Recordings may, at its option, either: (i) procure for you the right to continue using the Sounds, (ii) modify or replace the Sounds to make it noninfringing, or (iii) refund the fee paid, less reasonable depreciation, upon return of the Sounds. Laurel Hill Recordings has no liability regarding any claim arising out of: (y) use of the Sounds in combination with non-Laurel Hill Recordings software, data or equipment if the infringement was caused by such use or combination, or (z) any modification or derivation of the Sounds not specifically authorized in writing by Laurel Hill Recordings. The foregoing states the entire liability of Laurel Hill Recordings and your exclusive remedy relating to infringement or claims of infringement of any copyright or other proprietary right by the Sounds.

  11. LIABILITY FOR DAMAGES. EXCEPT AS PROVIDED IN PARAGRAPHS 9 AND 10 ABOVE, NEITHER LAUREL HILL RECORDINGS NOR ITS SUPPLIERS ARE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE ANY LAUREL HILL RECORDINGS PRODUCT, EVEN IF LAUREL HILL RECORDINGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS PROVIDED IN PARAGRAPH 9 ABOVE, LAUREL HILL RECORDINGS' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS LICENSE IS LIMITED TO THE GREATER OF THE AMOUNT YOU ACTUALLY PAID FOR THE SOUNDS OR U.S. $5.00. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  12. Indemnification of Laurel Hill Recordings. You agree to indemnify, defend and hold harmless Laurel Hill Recordings, its employees, agents, and licensors from and against all losses, expenses, damages, costs, including attorneys’ fees, resulting from a violation of this EULA (including negligent or wrongful conduct) by you or your use of the Sounds.

  13. Governing Law. The laws of the Commonwealth of Pennsylvania govern this EULA, and venue for any suit hereunder is in the state courts located in Somerset County, Pennsylvania, and the federal courts of the Western District of Pennsylvania.