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Licence Agreement

This license agreement („the Agreement“) is a legal agreement
between you and ESU, LLC („ESU“) for the sound samples
(„Sound Samples“) and software licensed from this internet
site („Content“) as well as other content owned by ESU and its
third party licensors that also includes images, mixes and
documentation. By installing or using the Content, you are
agreeing to be bound by the terms of this Agreement. IF YOU
DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU
ARE GRANTED NO RIGHTS IN RESPECT OF THE CONTENT AND
MUST PROMPTLY DELETE THE CONTENT YOU HAVE
INSTALLED.
1. GRANT OF LICENSE

1. GRANT OF LICENSE

1. GRANT OF LICENSE
1.1 ESU grants you a non-transferable, limited, non-exclusive
right to use the Content solely for your own personal purposes.
You may load the Content into RAM, as well as installation on
a hard disk or other storage device on a single computer,
hardware product or mobile device owned by you or under
your control. The installation process may result in a copy of the
Content residing on your computer, in which case, you may
retain one (1) copy of the Content on your computer, provided
that you retain all copyright and other proprietary notices on
the copy and the copy is kept in your possession with the
original.
1.2 By using the Content, you shall not obtain any ownership,
copyright, proprietary or other interest in or to the Content.
The Content is licensed, not sold.
1.3 You are licensed to use, modify and combine the Sound
Samples with sound samples provided by third parties, to create
your own sound compositions which, subject to you complying
with the terms of this Agreement, you are free to distribute as
you wish provided that: (i) the Sound Samples have been mixed
together to create an original work; (ii) individual Sound Samples
are not used in isolation and (iii) the Sound Samples or deriva-
tives are not used to create sound libraries for distribution to
third parties.
2. PROHIBITED USES

2. PROHIBITED USES

2. PROHIBITED USES
Neither you, nor anyone at your direction, shall:
2.1 use the Content, or any part of it, for any public
performance, live broadcast or time delayed live broadcast
where the Content is used unattended for commercial purposes
without ESU’s prior written consent;
2.2 use the Content, or any part of it, in any competitive
product;
2.3 sub-license, copy, reproduce, transmit, assign, rent, sell,
lease, offer on a pay-per-play basis, distribute for money or any
other consideration, or commercially exploit in any other manner
or through any medium whatsoever or otherwise transfer in
any way the Content or any part thereof;
2.4 manufacture and/or distribute for money or otherwise
commercially exploit any product that incorporates any part of
the Content. If you wish to use any part of the Content for
manufacture, resale, sub-license or further distribution, you
must contact ESU (and where relevant, its licensors) to enter
into an appropriate agreement with ESU (and, where rele-
vant, its licensors);

2.5 publish the results of any analysis or comparative evaluation
of the Content or any part thereof without ESU’s prior written
consent;
2.6 reverse engineer, recompile or disassemble any part of the
Content except to the extent and in the circumstances expressly
permitted by ESU and its licensors in writing or by law;

3. INTELLECTUAL PROPERTY RIGHTS

3. INTELLECTUAL PROPERTY RIGHTS
You acknowledge that all intellectual property rights in the
Content are and shall remain vested in ESU and its licensors.
You undertake not to interfere with or diminish, whether by
act or omission, the rights, title and interest in the Content of
ESU and its licensors. You may be held responsible by ESU and/
or any of its licensors for any infringement of any intellectual
property rights in the Content. For the avoidance of doubt,
provided that you comply with the terms of this Agreement,
ESU shall not claim ownership of the intellectual property rights
in any compositions created by your use of the Content.
4. TERM AND TERMINA

4. TERM AND TERMINA

4. TERM AND TERMINATION

TION

This Agreement is effective from the first date you install the
Content. The rights granted to you under this Agreement shall
terminate if you fail to abide by its terms. Upon such termination
you agree to destroy the Content including any Content stored
on the hard disk of any computer under your control. You may
terminate this Agreement at any time by destroying or erasing
all your copies of the Content. Any termination of this Agree-
ment (howsoever occasioned) shall not affect any accrued
rights or liabilities of you or ESU nor shall it affect the coming
into force or the continuance in force of the provisions of
Clauses 2, 3, 5 and 6 and any provision hereof which is by
implication intended to come into or continue in force on or
after such termination.
5. NO WARRANTIES

5. NO WARRANTIES

5. NO WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
ESU AND ITS LICENSORS PROVIDE THE CONTENT „AS IS“ AND
ESU EXCLUDES ON BEHALF OF ITSELF AND ITS LICENSORS,
ALL CONDITIONS, TERMS, REPRESENTATIONS (OTHER THAN
FRAUDULENT REPRESENTATIONS) AND WARRANTIES RELATING
TO THE CONTENT, WHETHER IMPOSED BY STATUTE OR BY
OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF SATISFACTORY QUALITY
AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER ESU NOR
ITS LICENSORS WARRANT THAT THE OPERATION OF THE
CONTENT WILL BE UNINTERRUPTED, ERROR FREE, VIRUS FREE
OR MEET YOUR SPECIFIC REQUIREMENTS. YOU MAY HAVE
OTHER RIGHTS THAT VARY FROM JURISDICTION TO
JURISDICTION.
6. ESU’

6. ESU’

6. ESU’s LIABILITY

s LIABILITY

Neither ESU nor its licensors shall have any liability to you for
any loss or damage caused directly or indirectly in connection
with the Content, any part thereof or this Agreement, except
to the extent that such liability cannot be lawfully excluded. In
any case, neither ESU nor its licensors shall be liable for any loss
of business, data, profits, savings, or any other special, incidental,
consequential, indirect or economic loss whatsoever even if
such losses were contemplated at the date of this Agreement

7. GENERAL

7. GENERAL
7.1 You acknowledge that damages alone might be insufficient
remedy for any breach of the terms of this Agreement and
that the remedies of injunction, specific performance or other
equitable relief would be suitable remedies in the event of any
breach or threatened breach of this Agreement.
7.2 You may not assign or otherwise transfer all or any part of
this Agreement or the rights granted to you hereunder.
7.3 ESU is not obliged to provide any maintenance, technical
support or upgrades to you.
7.4 You agree to comply with all applicable import and export
regulations and acknowledge that you have the responsibility
for obtaining all necessary licenses to export, re-export, transfer
or import the Content.
7.5 This Agreement constitutes the entire agreement between
you and ESU with respect to the subject matter hereof and
supersedes all prior agreements, arrangements and
understandings between the parties and constitutes the entire
agreement between the parties relating to such subject mat-
ter hereof. No addition to or modification of any provision of
this Agreement shall be binding upon ESU and you unless made
by a written instrument signed by a duly authorized
representative of ESU and you.
7.6 No forbearance, delay or indulgence by either party in
enforcing the provisions of this Agreement shall prejudice or
restrict the rights of that party nor shall any waiver of its rights
operate as a waiver of any subsequent breach and no right,
power or remedy herein conferred upon or reserved for either
party is exclusive of any other right, power or remedy available
to that party and each such right, power or remedy shall be
cumulative.
7.7 Notwithstanding that the whole or any part of any provision
of this Agreement may prove to be illegal or unenforceable the
other provisions of this Agreement and the remainder of the
provision in question shall remain in full force and effect.