• 個人エンドユーザー

  • ライセンス契約

Last Updated October 2024

Contact:

  • プロ・サウンドエフェクト

  • ライセンス部門

  • 240ケント・アベニュー

  • ブルックリン, NY 11249

  • (646) 706-7728 x5

  • licensing@prosoundeffects.com

IMPORTANT – READ CAREFULLY: THIS IS A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN YOU AND PRO SOUND EFFECTS (“PSE”). THIS AGREEMENT APPLIES TO LICENSES PURCHASED BY YOU AND IS APPLICABLE TO ONLINE, DIGITAL AND ANALOG (PHYSICAL) DELIVERY OF LICENSED AUDIO CONTENT. BY ORDERING A LICENSE, YOU AND, IF APPLICABLE, PURCHASER, ENTER(S) INTO THIS AGREEMENT WITH PSE AND CONFIRM(S) THAT YOU AND/OR IT, AS THE CASE MAY BE, HAVE AND/OR HAS, AS THE CASE MAY BE, THE POWER AND AUTHORITY TO DO SO.

This Agreement governs Your usage of the royalty-free sounds and/or sound effect collections that You purchase from Pro Sound Effects. Individuals and single (i.e. one (1)) person entities may enter into this Agreement to purchase Licensed Audio Content. All Licensed Audio Content comes with a perpetual, royalty-free synchronization license for You, the single end user. Any use of the Licensed Audio Content by multiple individuals (even if at the same organization) or entities (i.e. two (2) or more) and/or from more than one computer requires a Multi-User License. To obtain a Multi-User License, simply email licensing@prosoundeffects.com or call Pro Sound Effects at (646) 706-7728 x5. A PSE Licensing Specialist will be assigned to you to quickly and expediently issue your Multi-User License.

Copyright infringement is a serious offense. Copyright laws and international treaty provisions protect PSE. PSE protects its copyrights by all necessary means, including legal action.

1. Definitions. The following terms have the stated meanings: 

1.1. “Audio Product” means any product in any format or media now known or hereafter devised, embodying the Licensed Audio Content alone, including, without limitation, hard drives, compact discs (CDs), cassettes, phonograph records, and digital downloads.

1.2. “Audio Research” means extracting, processing, and/or analyzing the Licensed Audio Content and/or the audio information contained within the Licensed Audio Content (e.g. descriptive text metadata, spectral/FFT, amplitude, and other physical properties of the recorded sounds), for use in audio research and may include the training of algorithms, neural networks, and/or AIs, for machine learning, machine hearing, speech recognition, or other related purposes, including non-commercial and commercial Generative-AI Research and non-commercial and commercial Non-Generative-AI Research, and all results and proceeds of the foregoing, including, without limitation, Derivative Works, created and/or used in any way by Licensee and/or any Customer.

1.3. “Broadcast” means to cause or permit others to cause the performance, telecast, broadcast, transmission, streaming, exhibition or distribution of the End User Work.

1.4. “Collection Societies” means any performing, mechanical, or other rights society (e.g. E.g. ASCAP, BMI, SESAC, SOCAN, SACEM, MCPS, PRS, PPL, GEMA, GVL, SGAE, AIE) that collects and administers royalty payments on behalf of music publishers, writers and performers.

1.5. “Copy” means to duplicate or otherwise make (i) one (1) copy of the Licensed Audio Content to be stored on Your hard drive or (ii) copies of the End User Work solely for the purpose of Broadcasting the End User Work.

1.6. “Derivative Work(s)” means a sound, or sound effect or any other work of any other kind, including, without limitation, for avoidance of doubt, audiovisual works, Synthetic Data, based on the Licensed Audio Content and/or Audio Research, in whole or in part, which may be recast, transformed, or adapted as defined in Sect. 101 of the Copyright Act of 1976 resulting in any sound or sound effect or any other work of any other kind, including, without limitation, for avoidance doubt, audiovisual works.      

1.7. “Edit” means use by You of less than an entire Master, including the editing, looping, enhancing or modifying of the Licensed Audio Content.

1.8. “End User Work” means the production or program prepared by You embodying the Synchronized Licensed Audio Content.

1.9. “License Fee” means the corresponding price for the license of any Licensed Audio Content.

1.10. “Licensed Audio Content” means the (i) sound recordings (the “Masters”), (ii) musical compositions, including but not limited to lyrics, sound elements and sound effects embodied on the Masters (the “Compositions”), and (iii) any printed, online or downloadable documentation, database information or other electronic documentation (the “Documentation”) offered for licensing by PSE and selected for use by You (such Masters, Compositions and Documentation so selected, collectively the “Licensed Audio Content”). Any reference in this Agreement to the Licensed Audio Content shall be to each part of the Licensed Audio Content and also to the Licensed Audio Content as a whole.

1.11. “Subscription” means a license granted on an annual or monthly basis.

1.12. "Purchaser” means an entity purchasing the license hereunder on Your behalf.

1.13. “Synchronize” means to couple and/or synchronize, arrange, record, re-record, transcribe, modify or edit the Licensed Audio Content solely in timed relation with the intended use(s) specified herein.

1.14. “Synchronized Licensed Audio Content” means Licensed Audio Content that has been coupled and/or synchronized, arranged, recorded, re-recorded, transcribed, modified or edited solely in timed relation with the intended use(s) specified herein.

1.15. “You” means, as applicable, the person or entity purchasing a license hereunder and, if specifically identified during the purchase process or set forth in the invoice, also means the person or entity on whose behalf the license is purchased.

2. License Grant and Restrictions. Subject to the terms of this Agreement: 

2.1. PSE grants to You a non-exclusive, non-sublicensable and non-transferable worldwide right to use, Edit and Synchronize the Licensed Audio Content, and to Copy and Broadcast the End User Work. With PSE’s consent, which may be obtained by emailing licensing@prosoundeffects.com, the Licensed Audio Content may be Copied only once in standalone form by You in order to store the Licensed Audio Content on one hard drive. The Licensed Audio Content, in standalone form, may not be Broadcast. As further described in Article IV, below, the rights granted herein may be subject to rights held by Collection Societies.

2.2. Use of the Licensed Audio Content is strictly limited to the use, media, term of use, territory and other restrictions specified in this Agreement. The terms of the rights granted hereunder are in perpetuity. You may use the Licensed Audio Content in any production process provided such use is a synchronized use. Use of the Licensed Audio Content shall be limited to use in a synchronized manner. Any use of the Licensed Audio Content in an asynchronous or non-synchronized format without receiving proper consent and license by virtue of obtaining the necessary Custom Application License issued by Pro Sound Effects is strictly prohibited. For inquiries related to specific usages of this nature and more information on obtaining a Custom Application License, call Pro Sound Effects at (646) 706-7728 x5 or contact us at licensing@prosoundeffects.com

2.3. You may license, distribute, sell, rent, lease, sublicense, assign, and/or otherwise transfer ownership of any End User Work (but not any Licensed Audio Content or Synchronized Licensed Audio Content contained therein) as part of the distribution process. At no point in time shall any ownership right in or to the Licensed Audio Content or any copy of the Licensed Audio Content vest in You.

2.4. You shall not provide any person or entity with any directions or instructions as to how the Licensed Audio Content may be extracted from an End User Work or Synchronized Licensed Audio Content, or with any invitation, suggestion or authorization that the Licensed Audio Content may be extracted from an End User Work or Synchronized Licensed Audio Content. Other than as part of the production of an End User Work pursuant to the terms of this Agreement, You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Licensed Audio Content. You shall not alter or delete any "watermark" or other ordinarily imperceptible identifier embedded within the Licensed Audio Content.

2.5. You may not electronically transfer the Licensed Audio Content unless you are making one (1) copy of the Licensed Audio Content to be stored on Your hard drive, which may only be done with PSE’s consent in accordance with Section 2.1 of this Agreement. Any use of the Licensed Audio Content by multiple individuals or entities (two (2) or more) and/or from more than one computer without receiving proper consent and license by virtue of obtaining the necessary Multi-User License issued by PSE is strictly prohibited. To obtain a Multi-User License, simply email licensing@prosoundeffects.com or call Pro Sound Effects at (646) 706-7728 x5.

2.6. You may use the Synchronized Licensed Audio Content as part of an End User Work to advertise or promote any such End User Work, provided that the Licensed Audio Content is not separated from the original End User Work. Any use of Licensed Audio Content apart from an End User Work requires a separate license. You shall not disclose access codes or passwords used in accessing any area of the Pro Sound Effects website to any other party and will maintain such codes or passwords as confidential.

2.7. While efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to, the Licensed Audio Content, PSE does not warrant the accuracy of such information.

2.8.本契約のいかなる条項も、オーディオ製品を製造、頒布または販売する権利をお客様に付与するものではありません。

2.9. You shall not make the Licensed Audio Content available in a manner intended to allow or invite a third party to download, extract, redistribute or access the Licensed Audio Content as a standalone file, and You shall exercise due diligence and maintain strict safeguards in order to ensure that no third party is able to do so. If You become aware that any third party has downloaded, extracted, redistributed or accessed the Licensed Audio Content, You shall immediately notify PSE via email at copyright@prosoundeffects.com.

2.10. Defamatory or otherwise unlawful use of Licensed Audio Content is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. You shall also comply with any applicable regulations and/or industry codes.

2.11. Where Purchaser is licensing Licensed Audio Content on Your behalf, Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an agent on Your behalf and has full power and authority to bind You to this Agreement; and (ii) if You subsequently dispute such power or authority, Purchaser shall be liable for any failure of Yours to comply with the terms of this Agreement. Nothing in this Section 2.11 shall excuse Purchaser’s obligation to make payment to PSE of the License Fee.

2.12. You may not falsely represent, expressly or impliedly, that You are the original creator of a work that derives a substantial part of its artistic components from the Licensed Audio Content.

2.13. If You Copy or Broadcast any End User Work on Your website(s), You shall not make any of the Licensed Audio Content on Your website(s) available as a standalone file pursuant to the license granted to You hereunder. In order to make any of the Licensed Audio Content on Your website(s) available as a standalone file, You must obtain additional authorization from PSE.

2.14. If End User Works are included on any social media platform or other third party website, (y) Your right to include any such End User Works on any social media platform or other third party website shall automatically be revoked in the event that the third party website seeks to exploit purported rights to the Licensed Audio Content contrary to the terms of this Agreement and (z) in such event, upon PSE’s request, You shall remove any Licensed Audio Content from such platform or website.

2.15. Aside from authorized methods of Access provided herein, You may not use robots, spiders, scripts, service, software or any manual or automatic device, tool, or process designed to data mine, scrape, or otherwise extract preview files, SoundCloud files, or any other streaming audio found on PSE’s website,  Web App, SoundQ software, or social media or related pages.

2.16. You may not use the Licensed Audio Content for the purpose of Audio Research, commercially, non-commercially, or for internal R&D purposes. To obtain a custom Audio Research License, contact licensing@prosoundeffects.com.

2.17. For Licensed Audio Content that is provided as part of a Subscription (the “Subscription Offer”), the term of the License is co-terminus with your continued payment of the required fees, including any monthly or annual subscriptions set forth in the Subscription Offer which you have accepted, which term terminates upon failure to pay the applicable subscription fee (the “Subscription Term”). Under any Subscription Offer, you may use the Sound Effects and Music Tracks on more than one of your original Productions during the Subscription Term. Any new use of the Sound Effects and Music Tracks must cease permanently upon your failure to pay any required fees under the Subscription Offer which failure to pay any required fees shall terminate of the Subscription Term on a self-effectuating, no-notice required basis. Sound Effects and Music Tracks cannot be used on any Productions after the Subscription Term. 

3. Sound Effects Credit

If Licensed Audio Content is used in an audio/visual production where credits are accorded to other providers of licensed material, credit shall be accorded, where technically feasible, in equal size and comparable placement to such credit(s), substantially in the following form: “Sound effects by Pro Sound Effects / PSE” or as otherwise notified by PSE.

4. Performance Royalty-Free

4.1. Notwithstanding Section 4.2., below, to the extent that Licensed Audio Content consists of tracks or sound effects from PSE’s performance royalty-free collections (the “PRF Collections”), this Agreement shall be deemed to include the direct grant to You of the right to publicly perform the Licensed Audio Content in the licensed territory, and no fee which would otherwise become due and payable as a result of a public performance of the Licensed Audio Content as contemplated by this License Agreement shall be due to PSE or its contributors, nor shall this Agreement require You to report usage of the Licensed Audio Content to any Collection Societies. In furtherance of the foregoing, PSE has used reasonable efforts to ensure that it holds all rights in the content from its PRF Collections necessary to issue direct licenses, inclusive of all performing rights, mechanical, or any other similar rights, without need for payment of further royalties to any Collection Society. However, in certain jurisdictions outside of the United States, You may be required to pay royalties to Collection Societies due to exploitation of the Licensed Audio Content in that jurisdiction (regardless of whether any contributor of the Licensed Audio Content is a member of the applicable societies). You must determine if such requirements exist in the applicable jurisdiction and You are solely responsible for any such fees.

4.2. Except as set forth above in Section 4.1. with respect to PSE’s PRF Collections, nothing contained herein shall be deemed to constitute a waiver of any fee which, as a result of the use of the Licensed Audio Content contemplated by this Agreement, shall become due and payable to the relevant Collection Society or pursuant to union or collective bargaining requirements. You agree to submit, and to instruct any third party acquiring rights to an End User Work to submit, to all relevant Collection Societies, in any part of the territory in which an End User Work is to be Broadcast or reproduced, such filings, including so-called “cue sheets,” and further agree to take such actions as are necessary, in keeping with common industry practice, to enable such Collection Societies to monitor and administer those fees, including but not limited to performing and mechanical rights fees, payable to the copyright owners of the Licensed Audio Content embodied in the End User Works.

5. Warranty and Limitation of Liability.

5.1. PSE warrants that: (i) the Licensed Audio Content will be free from defects in material and workmanship for thirty (30) days from delivery (Your sole and exclusive remedy for a breach of this warranty being a refund or credit); (ii) it has all necessary rights and authority to enter into and perform this Agreement; and (iii) Your use of the Licensed Audio Content in its original form, and when used in accordance with this Agreement, will not infringe upon the rights of any third party, including copyrights and rights of privacy or publicity.

5.2. EXCEPT FOR THE LIMITED WARRANTY PROVIDED ABOVE, THE LICENSED AUDIO CONTENT IS PROVIDED “AS IS.” PSE DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED AUDIO CONTENT OR ITS DISCOVERY AND/OR DELIVERY SYSTEMS (SUCH AS ANY AND ALL SOFTWARE AND/OR WEB APPLICATIONS USED BY PSE’S WEBSITE IN CONNECTION WITH THE DISCOVERY AND/OR DELIVERY OF THE LICENSED AUDIO CONTENT, FOR WHICH PSE SHALL HAVE NO LIABILITY IN THE CASE SUCH SOFTWARE AND/OR WEB APPLICATIONS DO NOT FUNCTION PROPERLY AT ANY GIVEN TIME), INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PSE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF PSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. PSE SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED AUDIO CONTENT BY YOU OR THE CONTEXT IN WHICH LICENSED AUDIO CONTENT IS USED IN AN END USER WORK. IN NO EVENT WILL PSE’S CUMULATIVE LIABILITY WITH RESPECT TO ANY CLAIM MADE IN RELATION TO OR ARISING OUT OF THIS AGREEMENT ON ANY THEORY OR BASIS EXCEED THE LICENSE FEE PAID BY YOU OR PURCHASER FOR THE LICENSED AUDIO CONTENT.

6. Indemnification.

6.1. Provided Licensed Audio Content is only used in accordance with this Agreement and You are not otherwise in breach of this Agreement, and as Your sole and exclusive remedy for any actual breach of the representations and warranties set forth in Section 5.1(ii)-(iii) above, PSE shall, subject to the terms of Section 5.2 above and Section 6.3 below, defend, indemnify, and hold harmless You and Your parent, subsidiaries and commonly owned or controlled affiliates and Your and their respective members, officers, directors and employees from all damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of or as a result of claims by third parties (“Claims”) relating to any actual breach by PSE of its warranties set forth in Section 5.1(ii)-(iii) above. PSE shall have no obligation under this Section 6.1 for any Claims that arise out of or are a result of: (i) Your modification of the Licensed Audio Content, where the Claim would not have arisen but for the modification made by You; (ii) the context in which Licensed Audio Content is used in an End User Work, where the Claim would not have arisen but for such context; (iii) Your failure to comply with the terms of this Agreement; or (iv) Your continued use of Licensed Audio Content following notice from PSE, or upon Your knowledge, that Licensed Audio Content is subject to a claim of infringement of another’s right. The foregoing states PSE’s entire indemnification obligation under this Agreement.

6.2. You shall, subject to the terms of Section 6.3 below, defend, indemnify and hold harmless (i) PSE and its parent, subsidiaries and commonly owned or controlled affiliates and their respective members, officers, directors, and employees from all damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of or as a result of claims by third parties relating to Your use of any Licensed Audio Content outside the scope of this Agreement, and (ii) PSE, any third party supplier from which PSE has licensed the Licensed Audio Content, and their respective parents, subsidiaries and commonly owned or controlled affiliates and their respective members, officers, directors and employees (individually and collectively “Third Party Supplier Persons”)from all damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of or as a result of claims by third parties relating to any other actual or alleged breach by You of this Agreement.

6.3.本第6条に従って補償を求める当事者は、相手側当事者に当該請求を速やかに通知するものとする。被補償当事者の選択により、被補償当事者は請求または訴訟の処理、和解または弁護を引き受けることができる。この場合、被補償当事者は、被補償当事者から合理的に要求される場合は、かかる請求または訴訟の弁護に協力するものとする。この場合、被補償当事者は、被補償当事者が合理的に要求する場合には、そのような請求または訴訟の弁護に協力するものとする。被補償当事者は、被補償当事者が選択した弁護人を通じて、費用を負担してそのような訴訟に参加する権利を有するが、そのような弁護人は「記録弁護人」であってはならない。被補償当事者は、他方の当事者が補償を求める請求の通知を行う前に発生した弁護士費用およびその他の費用については責任を負わないものとする。

7. Condition of Licensed Audio Content.

You should examine all Licensed Audio Content for possible defects (whether digital or otherwise). Without prejudice to Section 5.1(i) above, PSE shall not be liable for any loss or damage suffered by You or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Audio Content or its caption. You may return a defective product within thirty (30) days from delivery and shall receive a refund or credit for the License Fee paid for such product, which may be used for a future purchase. PSE has no obligation to accept any returns for any other reason.

8. Invoicing; Interest on Overdue Invoices.

お客様および購入者は、PSEからの請求書を、お客様および/または購入者のPSEアカウントに関連する電子メール、ファックスまたは郵便住所で、電子メール、ファックスまたは米国郵便公社を通じて受領することに同意するものとします。お客様が請求書に指定された期間内にPSEの請求書を全額支払わない場合、PSEは、支払を受領するまで、未払いの支払期日超過元本残高に対する法定上限金利または月3%のいずれか低い方の金利をサービス料として加算することができるものとします。

9. Reservation of Rights.

All rights which are not expressly granted by PSE to You pursuant to this Agreement, including all promotional materials or any other property owned or controlled by PSE, are specifically reserved by PSE. Except as expressly set forth in this Agreement, nothing contained herein shall be deemed to convey or transfer to You any ownership interest, including copyright, in or to the Licensed Audio Content or any copy of the Licensed Audio Content. Each hard drive or any equipment, along with any connection cable or other peripherals provided to You under this Agreement is Your property. All of the information and material contained within any such hard drive or equipment is the property of PSE, and no use of any such information and/or material may be made except in compliance with this Agreement.

10. Miscellaneous Terms.

10.1. Unauthorized Use and Termination. Any use of Licensed Audio Content in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling PSE to exercise all rights and remedies available to it under copyright laws around the world. In addition, and without prejudice to PSE’s other remedies under this Agreement, PSE reserves the right to charge and You agree to pay a liquidated damages fee equal to fifteen (15) times PSE’s standard license fee for the unauthorized use of the Licensed Audio Content. PSE reserves the right to terminate this Agreement in the event You: (i) fail to pay the License Fee on the due date; or (ii) otherwise breach the terms of this Agreement. Upon termination, You must immediately (i) stop using the Licensed Audio Content; and (ii) destroy or, upon the request of PSE, return to PSE the Licensed Audio Content.

10.2. Audit/Certificate of Compliance. Upon reasonable notice, You shall provide to PSE sample copies of Copies of End User Works, which such samples may be specified or selected by PSE, containing Licensed Audio Content, including by providing PSE with free of charge access to any pay-walled or otherwise restricted access to website(s) or platform(s) where the End User Works are Copied or Broadcast. In addition, upon reasonable notice, PSE may, at its discretion, either through its own employees or through a third party, audit Your records directly related to this Agreement and use of Licensed Audio Content in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by You, You shall promptly reimburse PSE for all amounts owed plus interest based on the average one month LIBOR rate for the period under audit on the amount due from the date payment was due and, in addition to such reimbursement, if an underpayment of five percent (5%) or more of the amount You should have paid for the time period that is the subject of the audit is found, You shall also reimburse PSE for the costs of conducting such audit. Where PSE reasonably believes that Licensed Audio Content is being used outside the scope of the license granted under this Agreement, You shall, at PSE’s request, promptly provide a certificate of compliance signed by You or one of Your officers, in a form to be approved by PSE, and provide evidence that such Licensed Audio Content is being used in compliance with the terms hereof.

10.3. Withdrawal. Upon notice from PSE, or upon Your knowledge that any Licensed Audio Content may be subject to a claim of another’s right for which PSE may be liable, PSE may require You to immediately and at its own expense (i) stop using the Licensed Audio Content; (ii) delete or remove the Licensed Audio Content from its premises, computer systems and storage (electronic and physical); and (iii) ensure that its clients do likewise. PSE shall provide You with comparable Licensed Audio Content (which comparability will be determined by PSE in its reasonable commercial judgment), free of charge, but subject to the other terms and conditions of this Agreement.

10.4. Governing Law/Arbitration. This Agreement will be governed in all respects by the substantive laws of the State of New York, U.S.A., without regard to its conflict of law provisions. Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration held in New York, NY, U.S.A, using the rules and procedures of the Commercial Rules of the American Arbitration Association. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator(s) shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to the aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. Notwithstanding the foregoing, PSE and/or Third Party Supplier Persons shall have the right to commence and prosecute an action or proceeding before any court of competent jurisdiction to obtain injunctive or other equitable relief against You in the event that, in the opinion of PSE, such action is necessary or desirable to prevent actual or threatened infringement of Licensed Audio Content.

10.5.分離可能性。本契約に含まれる条項の1つまたは複数が、いかなる点においても無効、違法、または執行不能であることが判明した場合、残りの条項の有効性、合法性、および執行可能性は影響を受けないものとし、許可される場合、裁判所または仲裁人は、かかる裁判所または仲裁人が認定した当事者の合法的な意図を執行するように、適用可能な「青鉛筆」ルールを適用するものとします。

10.6.権利放棄。書面による明示的な権利放棄以外のいずれの当事者の行為も、本契約の条項の権利放棄と解釈することはできません。いずれかの当事者による権利または救済措置の行使の遅滞は、かかる権利または救済措置の放棄として機能せず、いずれかの当事者によるかかる権利または救済措置の単発的または部分的な行使は、当該権利または救済措置の他のまたは更なる行使を妨げるものではありません。ある機会における権利または救済措置の放棄は、他の機会における権利または救済措置の禁止または放棄とは解釈されません。

10.7. Entire Agreement. This Agreement is intended for end user clients of PSE and contains all the terms of the license agreement. No terms or conditions may be added or deleted unless agreed to in a writing signed by PSE. The date on which this Agreement was last updated is posted above. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or invoice in connection with Licensed Audio Content governed by this Agreement, the terms of this Agreement shall govern.

10.8.税金。すべてのライセンス料は、適用される売上税、使用税、源泉徴収税、またはその他の取引税(もしあれば)を除くものであり、これらの税金はお客様または購入者の単独の責任となります。

10.9.拘束力。本契約に別段の定めがある場合を除き、本契約は、当事者、その法定代理人、相続人、後継者、および許可された譲受人を拘束し、その利益のために効力を有するものとします。

10.10.第三受益者。本契約に含まれるいかなる条項も、本契約に具体的に列挙されていない第三者の利益を意図するものではなく、いかなる個人または団体も、本契約に基づく当事者の義務を理由に、本契約に基づく第三者の受益者としていかなる利益も受ける権利はない。本契約に基づく当事者の利益、義務、および義務は、本契約に明確に記載されていない限り、当該当事者の権利および義務のみであり、第三者の利益を意図するものではないことが明示的に理解されるものとする。

10.11.存続。本契約の終了は、終了日に存在する両当事者の未収の権利および義務に影響を及ぼさない。第5.2項および第X条は、本契約の終了後も存続し、本契約の下で明示的に、またはその性質上、本契約の期間終了後に履行または適用が求められる事項も存続する。

©2024 Pro Sound Effects®.無断複写・転載を禁じます。

連絡先

  • プロ・サウンドエフェクト

  • ライセンス部門

  • 240ケント・アベニュー

  • ブルックリン, NY 11249

  • (646) 706-7728 x5

licensing@prosoundeffects.com