This is an agreement between Eoun SL, doing business as Eoun (“Eoun”) and you, or the employer on whose behalf you are entering this agreement (“you”). By using our website and/or purchasing a license from us, you agree to be bound by the following terms and conditions (the “Agreement”) as they pertain to the license you purchase.
By purchasing a Eoun license, Eoun grants you the limited, non-exclusive, nontransferable, worldwide (except where expressly limited to a single “Territory”) right and license, in perpetuity to access and modify (subject to related restrictions) and use a Recording in accordance with the terms and conditions of the Agreement, and the Individual or Business License, as applicable. In consideration of the license you purchase, you hereby agree to pay Eoun a certain license fee according to our published rates as found on our website. Please see our website’s License Pricing page for current pricing.
Previews of Recordings are available for download on the Eoun website, are for internal testing and client approval purposes only and cannot be used for any other purpose including, but not limited to, any unlicensed use in commercial materials, advertisements, digital media or video synchronization.
The following are two types of licenses of which are further detailed below and they are followed by additional terms applicable to both license types:
Our Individual license allows you to use the Recording in an unlimited number of personal and noncommercial Projects in the following ways:
Our Business License allows you to use the Recording in a single Project (with each Project having a maximum total production and / or distribution budget of under 1,000,000USD):
Any Project that is otherwise not permitted under either a Individual License or a Business License (as listed above) is not permitted under this Agreement. For example, not included are uses of the Recording for: major films and major games with production budgets over 1,000,000USD and political events.
Notwithstanding the single-use license granted by a Business License, Recordings licensed under a Business License may be distributed an unlimited number of times in connection with the underlying use, expressly including translations thereof.
Recordings licensed hereunder are for your own personal or organizational usage only. You may use the Recording for your personal Projects and/or professional Projects you undertake for your clients or for your employer.
Please note that this license does not include public performance rights. In order to properly report music used in TV and radio productions, cue sheets must be filled with the networks, stations and appropriate PROs, and a copy must be e-mailed to email@example.com. Eoun will provide cue sheets upon request.
You may not:
You hereby acknowledge that the Composer(s) of the Recording is / are and remain the owner of all right, title and interest in the Recording, including without limitation any copyrights therein. The Recording is protected by and subject to United States and international copyright laws. This license is non-exclusive and Eoun retains the right to sell licenses of the Recording to third parties at its sole discretion.
Eoun makes no warranty or representation, express or implied, except that it warrants that it has the right to grant the license granted hereunder. The total liability of Eoun under this Agreement arising from your use of any Recording shall be limited to the license fee paid by you for such Recording. You hereby agree that this license is granted to you without any other warranty or recourse.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, ELECTRONICALLY TRANSMITTED ORDERS OR OTHER ECONOMIC ADVANTAGE), HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY OR IN TORT, INCLUDING NEGLIGENCE, AND EVEN IF THAT PARTY HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.
Eoun makes all possible efforts to make sure that all the Recordings that comprise its online library are available at all times. However, Eoun makes no representations or warranties that all Recordings will be available at all times. Eoun may discontinue licensing certain Recordings at its sole discretion. In the event that Eoun gets a notice or otherwise concludes that any Recording may be subject to a claim of infringement of another’s right for which Eoun may be liable, Eoun may require you to immediately stop using the Recording, delete or remove the Recording from its premises, computer systems and storage (electronic or physical). Eoun shall provide you with comparable content (which comparability will be determined by Eoun in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
This Agreement, including all rights arising thereunder, may not be assigned or transferred without the prior written consent of Eoun.
This Agreement constitutes the Parties’ entire agreement relating to its subject matter. This Agreement cancels and supersedes all prior and contemporaneous oral and written communications between the Parties and prevails over any conflicting or additional terms contained in any such document or communication between the Parties relating to its subject matter.
If any provision of the Agreement is held invalid by any Applicable Law or by any court or arbitrator, such provision will be enforced to the maximum extent permissible to effect the intent of the Parties, and such invalidity will not affect the enforceability of any other provisions.
This Agreement will be governed by and construed in accordance with the laws of the State of California, exclusive of its choice of law principles. The state and federal courts located in Los Angeles, California shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.
THE PARTIES HEREBY CONSENT TO JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS IN THE STATE OF CALIFORNIA IN THE CITY AND COUNTY OF LOS ANGELES, CALIFORNIA, AND HEREBY WAIVE ANY DEFENSE BASED UPON THE VENUE, THE INCONVENIENCE OF THE FORUM, OR THE LACK OF PERSONAL JURISDICTION IN ANY ACTION OR SUIT ARISING FROM SUCH DISPUTE WITH JURISDICTION AND/OR VENUE SO SELECTED.
In the event of any breach or action to compel compliance with this Agreement, the prevailing Party shall be entitled to recover all costs and expenses, including, without limitation, its reasonable attorneys’ fees.
Nothing in the present Agreement shall be interpreted as constituting or creating a joint venture or partnership between the Parties. This Agreement may be executed in two or more identical counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute the Agreement when a duly authorized representative of each Party has signed a counterpart. The Parties may sign and deliver this Agreement by electronic (i.e. online webpage or pdf) transmission. Each Party agrees that the delivery of this Agreement by electronic transmission will have the same force and effect as delivery of original signatures. In addition, each Party agrees that the use of a message which represents the document and is transformed by a digital signature, constitutes a sufficient signing of record. Subject to the foregoing restrictions, each Party further agrees that a digital or other electronic signature will be accorded the full legal force and effect of a handwritten signature under the law governing this Agreement. Execution of this Agreement at different times and places by the Parties shall not affect the validity thereof.