License Agreement : USE OF THE BABY SLEEP NOISE SOUND RECORDINGS
THIS AGREEMENT is made between:
Baby Sleep Noise / www.babysleepnoise.com ("Licensor") and
(collectively, the "Parties").
WHEREAS, Licensor is the copyright holder and owner of all proprietary interest in the Baby Sleep Noise sound recordings and audio files (the "Material").
AND WHEREAS, Licensor wishes to permit Licensee to use the Baby Sleep Noise sound recordings and audio files under the terms set forth in this Agreement;
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:
1. Grant of License. Licensor hereby grants to Licensee a personal/single household license to use the Material in the following respects (the "License"):
Reproduce Personal/Single Household Copies of the Material
Play the Material for personal/single household use through any audio playback system as long as it is not intended or broadcasted for commercial or public use.
Transfer the Material to another person only by accordance to the instructions listed in the TRANSFER (6) Section of this agreement.
1.1 License Limitations. The following are examples of use that is NOT INCLUDED in this License and therefore not permitted nor granted:
Licensee may not Sell or Re-Sell the Material in any part, portion, format or form.
Licensee may not Incorporate the Material into another product, created by Licensee
Licensee may not Use the Material in advertising materials without written permission from the Licensor.
Licensee may not Re-Broadcast or Distribute the Material in any fashion not commonly considered clearly for Licensee's own personal/single household use.
Licensee may not use, copy or distribute the Material in any fashion except as specified in the Grant of License (1) section of this agreement.
1.2 The License shall be exclusive.
Licensor shall remain the sole owner of the copyright in the Material. Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyright in the Material. Licensee may not make any other use of the Material other than those authorized in this agreement without prior written approval from Licensor.
a. The term of this Agreement shall begin on the date as posted on the Licensee's purchase invoice and receipt and shall continue in full force and effect for the period of the Licensee's life (this agreement expires immediately upon the death of the Licensee), unless terminated earlier pursuant to this the terms of this Section 2.
b. The Licensor shall have the right to terminate this Agreement should the Licensee materially breaches a material provision, term, or condition under this Agreement.
3. Thirty (30)-Day Download Access. The Licensee agrees that access to the download page via a User Log-In Name and Password is limited to thirty (30) calendar days, beginning the day of purchase and ending thirty (30) days later. After the thirty (30) days have expired, the Licensee also agrees that they forfeit all rights and ownership interest of log-in names and passwords that during the thirty (30) day access period allowed the Licensee to enter the download page and the files contained therein.
The Licensee also agrees that if they wish to access the download page after the thirty (30) day access period has expired, the Licensee will re-purchase (pay again), and accept again the terms to a new and second license agreement. The Licensee also agrees not to dispute the Thirty (30)-day download access terms of this agreement agreeing that they understand this limitation fully and agree to the expiration of their rights to access the Material via the download page.
4. Licensor's Representations and Warranties.
a. Licensor represents and warrants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, title and interest in the Material.
b. Licensor represents and warrants that it has the legal authority to grant Licensee the License, and that no other person or entity is required to give its consent for the License to be valid.
c. Licensor makes no warranty, nor guarantees any results or behavior arising from the use of the Material.
5. Indemnification. Licensee agrees to indemnify and hold harmless Licensor for any claims, suits, damages, actions, or other costs arising out any breach of Licensor's warranties set forth in Section 4 above.
5.1 The Licensee also agrees to defend, indemnify and hold Baby Sleep Noise harmless against any losses, expenses, costs bodily harm or damages (including any reasonable attorneys' fees and costs) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of the terms and conditions of this Agreement, (b) your use of the Material, and/or (c) the use of the Material by any other person using the Licensee's copies. Baby Sleep noise may participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval.
6. Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Material, or authorize all or any portion of the Material to be copied onto another user's Computer, Compact Disc, or other Media Delivery means, except as may be expressly permitted herein.
You may, however, transfer all your rights to Use the Material to another person or non-commercial legal entity provided that:
(a) You also transfer
i. This Agreement, and
ii. The Material (audio files, and any CDs you made) and any/all copies you may possess of such Material, and
(b) You retain no copies upon transfer, including backups and copies stored on a Computer, and
The receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Material. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Material.
7. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California, without regard to conflicts of law principles.
8. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.
9. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
10. Arbitration. Any dispute relating in any way to this Agreement shall be submitted to confidential arbitration in San Diego County, California, U.S.A., except that, to the extent you have in any manner violated or threatened to violate Baby Sleep Noise's intellectual property rights or other proprietary rights or the licenses granted pursuant to this Agreement, Baby Sleep Noise may seek injunctive or other appropriate relief in any state or federal court, and you irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts.
Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator shall not have the power to modify alter, amend, add to or subtract from any term or provision of this Agreement, to rule upon or grant any extension, renewal or continuance of this Agreement, or to award damages or other remedies expressly prohibited by this Agreement, including, without limitation, punitive or exemplary damages. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
If, as a matter of law, the foregoing arbitration provision is not enforceable as to a particular claim brought by one party against the other, then that claim shall be instituted solely in a court situated in San Diego County, California, U.S.A.; for this purpose, both you and Baby Sleep Noise irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts.
11. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
12. Under California Civil Code Section 1789.3, California babysleepnoise.com Site users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
13. Acceptance of this Agreement. The Licensee agrees that by clicking the "accept" button on the License Agreement page before checkout, that the terms of this agreement have been read entirely and are both understood and agreed to in full. The Licensee also agrees that the manner in which this agreement was entered into and agreed upon as stated above (clicking the "accept" button) is legally binding and valid in all courts, jurisdictions, states and countries.
13.1 Upon acceptance of this agreement and successful payment by the Licensee, Baby Sleep Noise fully accepts the terms stated in this agreement and the terms therein and enters into the agreement as stated.
14. Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
Commercial use of the audio files is not permitted without written permission from Baby Sleep Noise.
Copyright ©2007 Baby Sleep Noise., All rights reserved.
• Make as many copies for your own personal/single household use as you like.
• Remember : it's free for now, but download the audio files before our limited time offer ends.
• Transfer the license agreement along with all copies of Baby Sleep Noise when you give it to a friend or third party (please refer to the Tranfer section of the License Agreement for instructions).
• Make unauthorized or pirated copies for others.
• Hold Baby Sleep Noise liable or responsible in any manner or fashion.