End User Synchronization License Agreement
Agreement between Sabev Creatives Ltd. operating as Keyframe Audio of address ul. Durvodelitza 1, Pancharevo 1137, Sofia Bulgaria. (“Keyframe Audio”)
The subscribed and paying user (“You”)
Both Keyframe Audio and You agree that:
1. Definitions The following terms in this Agreement shall have the meaning as defined below:
a. Licensed Work – a musical composition and the sound recording embodying this musical composition which You are hereby licensing from Keyframe Audio to synchronise with your Production under the terms of this Agreement.
b. Production – film, video, multimedia, audiobook, video-game productions as well as advertisement, presentations, applications, animations, slides, podcasts and software in which You shall synchronise the Licensed Work. In addition, the Production shall include video, other audio or multimedia elements which You shall synchronise the Licensed Work to.
c. Fee – The amount payable by You to Keyframe Audio, in the form of a subscription, for the right to use the Licensed Work under the
d. Synchronise – The synchronisation and/or coupling of the Licensed Work with specific timed elements of the Production.
e. Website: www.keyframeaudio.com
2. Keyframe Audio's Grant of Rights Subject to the terms and conditions found herein, Keyframe Audio grants to You the worldwide, perpetual, non-exclusive right, in perpetuity in the Territory to: a. Synchronise the Licensed Work with your Production;
b. Edit, loop or enhance the Licensed Work for the specific purpose of synchronising the Licensed Work with your Production;
c. Reproduce and make copies of the Licensed Work synchronised with the Production in any digital or physical media format;
d. Broadcast and distribute in any and all media, and grant third parties the right to broadcast and distribute, the Licensed Work synchronised with the Production;
e. Publish, display, transmit and communicate the name and likeness of the Artist performer of the Licensed Work in connection with the advertising and promotion of your Production;
f. This License gives you the right to make a reasonable use of the Website and the works in it, and does not limit the number of Productions in which you integrate and/or synchronize the Licensed Works you download from the Website. It is hereby clarified that downloading contents from the Website by any automatic means such as software, bots, or any other technical mean will not be considered a reasonable use and is prohibited and you continued access to the Website may be affected.
g. Any use of the work other than as authorized by this license or copyright law is prohibited.
3. Scope and Restriction of Rights a. The rights granted herein are non-transferable without the express permission of Keyframe Audio;
b. You hereby undertake not to sell and/or transfer and/or share and/or make available for download and/or give license to use and/or allow others to record anew and/or present and/or play in public and/or copy and/or distribute in any manner any of the Licensed Works in themselves, whether for any consideration or for no consideration.
c. Should You edit, loop or enhance the Licensed Work said edits, loops, and/or enhancements of the Licensed Work shall not be considered to create a new work with its own copyright distinctive from the Licensed Work;
d. The Licensed Work shall not be used by You in a Production which is considered pornographic, nor in a Production considered a political advertisement, nor in a Production which advertises any pornographic or gambling entity, nor in Production that encourages violence and/or contains hate-speech and/or fake-news and/or racist/discriminatory remarks.
e. Nothing in this Agreement shall be interpreted as granting You the right to copy, reproduce, distribute, commercialise or sell the Licensed Work as a stand-alone musical product, soundtrack, or in a bundle with other musical works. These rights must be the subject of a separate specific agreement.
4. License Fees a. As full and complete consideration for the rights granted You hereunder, you shall pay to Keyframe Audio the sum of a yearly subscription sum advertised in the Website: www.keyframeaudio.com payable upon signing up to our subscription service(s).
b. Keyframe Audio will receive no royalties, whether mechanical, public performance, or otherwise, for any use of the Licensed Work, except in those jurisdictions in which the right to collect royalties through any statutory or compulsory licensing scheme cannot be waived, in which case Keyframe Audio reserves the right to collect such royalties for any exercise by you of the rights granted under this license. For the aforementioned jurisdictions you shall submit the cue sheet of the Production with the musical credits to the applicable Performance Rights Society in the territory.
5. Your Additional Obligations a. You shall, where appropriate based on general industry standards, credit where such crediting is feasible, by adding the line: line “[Music licensed by Keyframe Audio]” and a link to the Website.
b. You may not implicitly or explicitly imply any connection with, sponsorship or endorsement by Keyframe Audio without the separate prior written permission of Keyframe Audio. You are hereby granted a non-exclusive license to use Keyframe Audio’s professional name in connection with the Production.
6. Keyframe Audio’s Warranty and Indemnity Keyframe Audio hereby warrants that it has all of the necessary rights and authority to enter into this Agreement and that the Licensed Work does not infringe on the proprietary rights of any third party when used according to the terms of this Agreement.
7. Your Warranty and Indemnity You hereby warrant that it has all of the necessary rights and authority to enter into this Agreement and that is shall only use the Licensed Work according to the specific Use, rights, and restrictions found in this Agreement. You further warrant that, in the event that You has been engaged as an agent of a third party, you warrant that it has full authority to bind such third party to the terms of this Agreement and shall be responsible for the failure of any such third party to adhere to the terms of this Agreement.
8. Mutual Indemnification Both Keyframe Audio and You mutually indemnify and holds harmless the other party, and any of the other party’s respective affiliates, officers, directors and employees, from and against any claims, actions, suits, damages, liabilities, costs, and expenses (including reasonable legal expenses), arising out of any claim by a third party that or iginates from either party’s s breach or misrepresentation of their warranties. In the event of a claim, the indemnifying party shall be notified by the indemnified party who shall have the option of handling their defence and/or settlement of the claim directly. The indemnified party shall have the right to participate in any litigation but solely at its own cost.
9. Keyframe Audio’s Limitation of Liability a. Keyframe Audio makes no representations or warranties, either express or implied with regards to the merchantability and fitness of the use of the Licensed Work for any particular purpose. Keyframe Audio shall not be liable to You or any third party for any consequential, incidental or punitive damages.
b. Keyframe Audio will be entitled to add/remove works of music from the Website from time to time at its discretion, and you will bear no claim or demand in this regard.
10. Breach, Termination and Possible Cure a. In the event of a breach by You of any of the terms of this Agreement, Keyframe Audio shall have the right to immediately terminate this Agreement. In the event that Keyframe Audio has chosen to terminate the Agreement, Keyframe Audio shall notify You and You shall, at your own cost, immediately remove (or have third parties remove) the Licensed Work from the Production and all reproductions of the Production in either a physical or digital media format. Keyframe Audio shall not be obliged to refund You the Fee in the event of termination. In addition, the applicable provisions of Sections 5 through 14 survive termination.
b. In the event of a breach by You of any of the terms of the Agreement, Keyframe Audio shall additionally have the right, at its sole discretion, to allow You the opportunity to cure the breach. In this event, Keyframe Audio shall notify You of such breach with a cure period determined solely by Keyframe Audio. Should You fail to cure this breach within the designated time, Keyframe Audio shall have the right to immediately terminate the Agreement and You shall comply with the termination obligations found in paragraph (a).
11. Severability of Terms In the event that any provision(s) of this Agreement are held to be illegal or otherwise unenforceable, such provision(s) shall be considered to be severed from this Agreement and the balance of the Agreement shall remain in full force and effect.
12. Non-Waiver of Rights The waiver of any term or condition of this Agreement by either party in any individual circumstance shall not be construed as a waiver of the similar term or condition for any future circumstance.
13. Governing Law This Agreement shall be governed by, and construed and enforced in accordance with the laws of Bulgaria as applicable therein.
14. Execution of this Agreement By acquiring any of our subscriptions at our Website, you agree to be bound to the terms of this Agreement and shall be considered executed with full force and effect.