Effective: 11/1/2019 | Last Updated: 11/1/2019
The Royalty-Free License Agreement (the “License” or “Agreement”) is issued to users (“you” or “your”) of Keyframe Audio, a division of HAAWK, Inc.(http://keyframeaudio.com, “Keyframe Audio”, “we”, “our”, or the “Site”) who have registered and paid for a full (i.e. non-trial) subscription and use the music and/or sound effects from the Site in accordance with the Site’s Terms of Use. Any use of the music and/or sound effects that conflicts with the Site’s Terms of Use can be considered a violation of this Agreement and result in revocation of this License.
We, HAAWK, Inc., the owner of http://keyframeaudio.com, grant you a non-exclusive synchronization license to use and incorporate the music and sound files you obtain from Keyframe Audio’s website into any video/visual production worldwide. This includes any private, personal, or commercial productions, films, television shows, videos, broadcasts, educational productions, podcasts, games, merchandise, elevator music, and music on hold.
Once you have used the music and/or sound file in your project and produced a final standalone production, you may share this production freely. You may not share the individual, stand-alone music or sound files separate from your production. However, if you are working as part of a creative team or for a client, you may temporarily share access to the music or sound files for the sole purpose of getting their creative feedback on your production or project.
This License is not transferable to any other individual or entity.
A registered user with a paid subscription is the License holder (also known or referred to as licensee). In most cases, this would be an individual video creator or editor. However, if a business is the License holder, they may allow their employees to access the music and sound files for use in the company’s projects only, and not for any personal project or production outside of the company’s work. The company may not extend its licensed coverage to subsidiaries owned by the company. A subsidiary that conducts business under a different name from the parent company must purchase it’s own separate License.
The music and sound files cannot be shared within a video editors’ network or group outside of a co-worker relationship where the same company employs both individuals.
We guarantee that any use of the music and sound effect files in accordance with this License and the Site’s Terms of Use will not infringe on the intellectual property rights or copyrights of any third party.
We will provide you up to $20,000 in indemnification if you incur any direct damages due to our breach of this guarantee. In no event, including negligence, will we be liable to you or any third party for incidental, indirect, or consequential damages of any kind. Our maximum aggregate liability for all breaches of this guarantee will be limited to the lesser of $20,000 and the actual, direct damages that you incur and pay and directly arising from the breach. We make no other warranties of any kind about our files or services beyond this guarantee.
This License is written for and indemnifies you, the individual person who signed up for the account, not the entity or company you work for.
You may not sell, license, or redistribute our music and sound files. You cannot create a trademark or logo based on our music and sound files or any production that would block other customers from using the music and/or sound effect files.
You may not use the music and/or sound effect files in a way that promotes harm to others, encourages violence, hate speech, or for any unlawful purpose, such as defamation.
This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California and within the county of Los Angeles, without giving effect to any conflict of laws principles that require the application of the law of a different state, country, or local jurisdiction, and consistent with the Federal Arbitration Act. You agree that the Site and all Services (as defined in our Terms of Use) shall be deemed solely based within the Southern District of California. YOU CONSENT AND AGREE ANY CLAIM OR DISPUTE BETWEEN YOU AND KEYFRAME AUDIO THAT ARISES IN WHOLE OR IN PART FROM THE WEBSITE AND/OR SERVICES SHALL BE DECIDED EXCLUSIVELY BY A STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED IN LOS ANGELES COUNTY, CALIFORNIA. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. YOU AGREE THAT ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE LICENSE, TERMS, THE SITE, THE SERVICES OR THE WORKS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.