Legal stuff
About this site:
www.zq-sfx.com is managed and maintained by ZQ SFX LLC. www.zq-sfx is a website where sound effect libraries created by Zachary Quarles | ZQ SFX LLC are distributed.
Pricing:
Pricing is in USD.
Purchase/Delivery:
Registration is required if you wish to purchase anything here on ZQ SFX. You will be emailed links to the address that you provided when you registered. You will be able to download the files that you ordered from these links. These links are typically mailed right after confirming your order but should arrive within 24 hours. Links will be valid for 72 hours and 5 download attempts. If the links lapse before you have downloaded your order, please contact ZQ SFX.
License Agreement:
The license agreement for sound effect libraries ordered through ZQ SFX can be found below. Unless otherwise noted, this agreement governs all orders made through ZQ SFX.
Multi User or Enterprise (Site) Licenses:
If you are interested in Multi User or Enterprise (Site) Licenses, please contact ZQ SFX.
Refunds:
Unfortunately, you cannot return a download. All sales are final and there will not be any refunds unless required by consumer laws. If a consumer law requires a return, it will only be valid until download of the product(s) have begun. All business orders are final. If there are any issues with the download, please contact ZQ SFX.
Damages:
By using this site, you agree to exempt ZQ SFX LLC for any loss or damage that may be incurred by ZQ SFX LLC, including without limitation, legal fees arising from your use of the site or your use of any information obtained through the site.
Personal Privacy:
We will never release or sell your email address or any other contact information.
Library License Agreements
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Single User Library License
Terms and Conditions
(Name of Licensed Product) (the "Library")
These Library License terms are an agreement between you ("you" or "Licensee") and ZQ SFX LLC, a Wisconsin limited liability company ("Licensor"). They apply to the SFX Library named above.
IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW.
BY DOWNLOADING THE LIBRARY, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THESE TERMS.
If you do not agree to these terms, you are not authorized to download and/or to use any of the assets in the Library.
INSTALLATION AND USE RIGHTS.
General. You may install and use one copy of the Library on one computer. You may use, modify, and apply assets provided in the Library for purposes of your own software development and media production. You may distribute assets provided in the Library but only as that are embedded by you into and made a part of your own software and/or audio and/or audio-visual media programs, whether linear or interactive (any of the foregoing developed by you, a "Licensee Production").
Term. Unless otherwise terminated as set forth below, the term of this license will begin upon acceptance of these terms by you and receipt of payment in full by Licensor, and continue thereafter for the term of copyright in and to the Library.
Scope of License/Restrictions on Use. The Library is licensed, not sold. Licensor reserves all rights not expressly granted in this Library License. For example, and not in limitation, unless applicable law gives you more rights despite this limitation, you will not (and have no right to): (i) install and/or use the Library until applicable license fees are paid in full and received by Licensor; (ii) install and/or use the Library on more than one computer; (iii) share the Library or otherwise make it available among multiple users through a network or other multi-user arrangement; (iv) work around any technical limitations in the Library that only allow you to use it in certain ways; (v) reverse engineer, decompile or disassemble the Library; (vi) remove, minimize, block, or modify any notices of Licensor or its suppliers in the Library; (vii) use the Library in any way that is against the law or to create or propagate malware; (viii) share, publish, distribute, rent, lease, sublicense, or lend the Library; (ix) provide the Library or assets that are included with the Library as a stand-alone product, library, or solution for others to use; (x) offer the Library as part of a subscription, network, or other sharing service; and/or (xi) transfer the Library or this Library License to any third party. Any Licensee Production that is a computer software program containing assets from the Library (whether modified by you or not), may not be distributed in source code form. You are not permitted to use the Library in any manner which would result in the potential, threatened, or actual unauthorized copying of Library assets. Except as necessary to exercise rights granted herein, you will not copy, reproduce or duplicate the Library in any manner or form, in whole or in part. You shall use best efforts to prevent any potential, threatened, or actual unauthorized use, copying, reproduction, duplication, or distribution of the Library or any portions of the Library.
Third Party Software/Content/Assets. The Library may include third party content/assets and/or content/assets that are licensed to you by third parties under their own terms. Even if such software, content, and/or assets are governed by other agreements, the disclaimer, limitations on, exclusions of damages, and waiver below also apply to the extent allowed by applicable law.
TITLE.
Licensee acknowledges and agree that nothing in this Library License constitutes, or shall be construed to constitute, any transfer of title or ownership with respect to the Library and/or any individual assets of the Library, including without limitation transfer of any copyrights, patents, trademarks, service marks, trade secrets, intellectual property, source code, improvements, enhancements, sequence, logic, structure, audio assets, audio-visual assets (whether in analog or digital form), or other proprietary rights therein, now or hereafter existing.
Licensee acknowledges and agrees that: (i) the Library, and all materials furnished or produced in connection therewith, including but not limited to source code, digital, analog, audio-visual, and audio assets, contain trade secrets of Licensor, entrusted by Licensor to Licensee under this Library License for use only in the manner expressly permitted hereby; and (ii) Licensor holds all right, title and interest in and to all tangible and intangible intellectual property contained in the Library, including all patent rights, trade secrets, trademarks, service marks, copyrights and other intellectual property rights pertaining thereto and Licensee shall have only the limited, revocable right to use the Library as set forth herein. Any addition, adaptation, revision, or modification made by Licensee to the Library shall be the sole and exclusive property of Licensor and shall be considered a part of the Library.
The Library is protected by copyright and contains proprietary information protected by copyright laws, intellectual property laws, international treaty provisions and other applicable laws. Licensee acknowledges that Licensor owns all United States and international copyrights in the Library and any portions thereof. Licensee shall not do anything to infringe upon, harm or contest the validity of any intellectual property rights of Licensor.
LICENSOR'S WARRANTIES.
Licensor represents and warrants that it: (i) has the power and authority to enter into this Library License and to fully perform its obligations hereunder; (ii) has all of the rights necessary to make the grant of rights granted to Licensee herein; (iii) is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to this Library License.
THE LIBRARY IS LICENSED “AS IS.” THERE ARE NO THIRD PARTY BENEFICIARIES TO THIS LIBRARY LICENSE. LICENSEE BEARS THE FULL RISK OF USING THE LIBRARY. LICENSOR GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, LICENSOR EXCLUDES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUOUS OPERATION, AND NON-INFRINGEMENT. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMERS OF WARRANTY, YOU CAN RECOVER FROM LICENSOR AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $10.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES. LICENSEE EXPRESSLY WAIVES ITS RIGHT TO SEEK EQUITABLE RELIEF IN CONNECTION WITH ANY CLAIM IT MAY HAVE AGAINST LICENSOR. THE FOREGOING DISCLAIMERS, LIMITATIONS, AND WAIVER CONSTITUTE AN ESSENTIAL AND MATERIAL PART OF THIS LIBRARY LICENSE. WITHOUT THEM, LICENSOR WOULD NOT ENTER INTO THIS LIBRARY LICENSE OR PROVIDE THE LIBRARY TO LICENSEE.
The foregoing disclaimers and limitations apply to: (y) anything related to the Library or third party content/assets/applications; and (z) claims for breach of contract, warranty, guarantee, or condition, strict liability, negligence, or other tort, and/or any other claim, in each case to the extent permitted by applicable law. The foregoing disclaimers and limitations also apply even if Licensor knew or should have known about the possibility of the damages. The above limitations, exclusions, and waiver may not apply to Licensee because Licensee's state, province, or country may not allow the exclusion, limitation, and/or waiver of incidental, consequential, or other damages.
INDEMNIFICATION OF LICENSOR.
Licensee shall indemnify, defend, and hold Licensor harmless from and against any and all loss, cost, and damage which Licensor may hereafter incur, suffer, or be required to pay, defend, settle, or satisfy as a result of any third party claim or threatened claim made against Licensor and resulting, directly or indirectly, from: (i) failure by Licensee to fully comply with any of its obligations, responsibilities, and undertakings under this Library License; or (ii) a Licensee Production. To qualify for such defense and payment, Licensor must give Licensee: (y) written notice when it becomes aware of a potential third party claim; and (z) a reasonable opportunity to undertake the defense and all related negotiations using counsel reasonably acceptable to Licensor. Licensee will not settle any claim made against Licensor that is subject to this indemnification without the express written consent of Licensor, which consent will not be unreasonably withheld. For purposes of Licensor's consent, it will be reasonable for Licensor to withhold consent to any settlement that: (A) requires Licensor to admit liability; (B) restricts Licensor's right to license the Library; (C) requires modification or alteration of the Library by Licensor; and/or (D) requires Licensor to make a payment to claimant.
TERMINATION.
Either party shall have the right to terminate this Library License if the other party breaches any material term or condition and fails to cure that breach within ten (10) days after receiving written notice indicating the intention to terminate and specifying the nature of the breach. Notice to Licensee may be given by email addressed to the last Licensee email address in Licensor's records.
Either party may terminate this Library License if the other becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing. In addition to Licensor’s other termination rights hereunder and without limiting Licensor’s rights or remedies at law or in equity, Licensor may, in its sole discretion, terminate this Library License immediately upon written notice to Licensee if the Library or any Licensee Production becomes the subject of a claim of infringement of third party intellectual property rights.
EFFECT OF TERMINATION.
In the event this Library License is terminated by Licensor, Licensee’s rights to possess and use the Library shall cease as of the date of such termination. Within ten (10) days after termination of this Library License, Licensee shall delete from electronic storage and memory, and destroy all portions of the Library in whatever form they exist, other than those portions of Licensee Production(s) that include elements of the Library. Licensee will not be required to remove Library assets that appear in Licensee Productions in release or which have been delivered to clients of Licensee prior to termination of this Library License. Any provision of this Library License which by its terms is applicable to actions or periods occurring after termination of the Library License will remain in full force and effect.
ENTIRE AGREEMENT.
This Library License is the entire agreement for the Library. It may not be changed except by a written amendment or update signed by both Licensor and Licensee.
APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES.
This Library License has been entered into in the State of Wisconsin, and both Licensee and Licensor agree that it will be governed and construed in accordance with those laws of the State of Wisconsin applicable to commercial license agreements entered into and performed entirely within the State of Wisconsin. All disputes arising under this Library License that can not be resolved through good faith discussion will be heard exclusively in the state or federal courts located in Dane County, Wisconsin. Each party agrees it will accept service of process by all means permitted by applicable court rules or by law.
SECTION HEADINGS.
Section headings are for purposes of reference only and do not constitute a part of this Library License.
LICENSE FEES NONREFUNDABLE.
LICENSE FEES ARE NONREFUNDABLE, FULLY EARNED BY LICENSOR UPON PAYMENT AND DELIVERY OF THE LIBRARY TO LICENSEE.
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Multi-Seat/User Library License
Terms and Conditions
(Name of Licensed Product) (the "Library")
Number of Seats/Users Licensed by Licensee: _________
These Library License terms are an agreement between you ("you" or "Licensee") and ZQ SFX LLC, a Wisconsin limited liability company ("Licensor"). They apply to the SFX Library named above.
IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW.
BY DOWNLOADING THE LIBRARY, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THESE TERMS.
If you do not agree to these terms, you are not authorized to download and/or to use any of the assets in the Library.
INSTALLATION AND USE RIGHTS.
General. You may install and use a single copy of the Library on each of the number of seats/computers licensed above. You may use, modify, and apply assets provided in the Library for purposes of your own software development and media production. You may distribute assets provided in the Library but only as that are embedded by you into and made a part of your own software and/or audio and/or audio-visual media programs, whether linear or interactive (any of the foregoing developed by you, a "Licensee Production").
Term. Unless otherwise terminated as set forth below, the term of this license will begin upon acceptance of these terms by you and receipt of payment in full by Licensor, and continue thereafter for the term of copyright in and to the Library.
Scope of License/Restrictions on Use. The Library is licensed, not sold. Licensor reserves all rights not expressly granted in this Library License. For example, and not in limitation, unless applicable law gives you more rights despite this limitation, you will not (and have no right to): (i) install and/or use the Library until applicable license fees are paid in full and received by Licensor; (ii) install and/or use the Library on more than the number of seats/computers set forth above; (iii) share the Library or otherwise make it available among multiple users through a network or other multi-user arrangement; (iv) work around any technical limitations in the Library that only allow you to use it in certain ways; (v) reverse engineer, decompile or disassemble the Library; (vi) remove, minimize, block, or modify any notices of Licensor or its suppliers in the Library; (vii) use the Library in any way that is against the law or to create or propagate malware; (viii) share, publish, distribute, rent, lease, sublicense, or lend the Library, internally or externally; (ix) provide the Library or assets that are included with the Library as a stand-alone product, library, or solution for others to use; (x) offer the Library as part of a subscription, network, or other sharing service; and/or (xi) transfer the Library or this Library License to any third party. Any Licensee Production that is a computer software program containing assets from the Library (whether modified by you or not), may not be distributed in source code form. You are not permitted to use the Library in any manner which would result in the potential, threatened, or actual unauthorized copying of Library assets. Except as necessary to exercise rights granted herein, you will not copy, reproduce or duplicate the Library in any manner or form, in whole or in part. You shall use best efforts to prevent any potential, threatened, or actual unauthorized use, copying, reproduction, duplication, or distribution of the Library or any portions of the Library.
Third Party Software/Content/Assets. The Library may include third party content/assets and/or content/assets that are licensed to you by third parties under their own terms. Even if such software, content, and/or assets are governed by other agreements, the disclaimer, limitations on, exclusions of damages, and waiver below also apply to the extent allowed by applicable law.
TITLE.
Licensee acknowledges and agree that nothing in this Library License constitutes, or shall be construed to constitute, any transfer of title or ownership with respect to the Library and/or any individual assets of the Library, including without limitation transfer of any copyrights, patents, trademarks, service marks, trade secrets, intellectual property, source code, improvements, enhancements, sequence, logic, structure, audio assets, audio-visual assets (whether in analog or digital form), or other proprietary rights therein, now or hereafter existing.
Licensee acknowledges and agrees that: (i) the Library, and all materials furnished or produced in connection therewith, including but not limited to source code, digital, analog, audio-visual, and audio assets, contain trade secrets of Licensor, entrusted by Licensor to Licensee under this Library License for use only in the manner expressly permitted hereby; and (ii) Licensor holds all right, title and interest in and to all tangible and intangible intellectual property contained in the Library, including all patent rights, trade secrets, trademarks, service marks, copyrights and other intellectual property rights pertaining thereto and Licensee shall have only the limited, revocable right to use the Library as set forth herein. Any addition, adaptation, revision, or modification made by Licensee to the Library shall be the sole and exclusive property of Licensor and shall be considered a part of the Library.
The Library is protected by copyright and contains proprietary information protected by copyright laws, intellectual property laws, international treaty provisions and other applicable laws. Licensee acknowledges that Licensor owns all United States and international copyrights in the Library and any portions thereof. Licensee shall not do anything to infringe upon, harm or contest the validity of any intellectual property rights of Licensor.
LICENSOR'S WARRANTIES.
Licensor represents and warrants that it: (i) has the power and authority to enter into this Library License and to fully perform its obligations hereunder; (ii) has all of the rights necessary to make the grant of rights granted to Licensee herein; (iii) is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to this Library License.
THE LIBRARY IS LICENSED “AS IS.” THERE ARE NO THIRD PARTY BENEFICIARIES TO THIS LIBRARY LICENSE. LICENSEE BEARS THE FULL RISK OF USING THE LIBRARY. LICENSOR GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, LICENSOR EXCLUDES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUOUS OPERATION, AND NON-INFRINGEMENT. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMERS OF WARRANTY, YOU CAN RECOVER FROM LICENSOR AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $10.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES. LICENSEE EXPRESSLY WAIVES ITS RIGHT TO SEEK EQUITABLE RELIEF IN CONNECTION WITH ANY CLAIM IT MAY HAVE AGAINST LICENSOR. THE FOREGOING DISCLAIMERS, LIMITATIONS, AND WAIVER CONSTITUTE AN ESSENTIAL AND MATERIAL PART OF THIS LIBRARY LICENSE. WITHOUT THEM, LICENSOR WOULD NOT ENTER INTO THIS LIBRARY LICENSE OR PROVIDE THE LIBRARY TO LICENSEE.
The foregoing disclaimers and limitations apply to: (y) anything related to the Library or third party content/assets/applications; and (z) claims for breach of contract, warranty, guarantee, or condition, strict liability, negligence, or other tort, and/or any other claim, in each case to the extent permitted by applicable law. The foregoing disclaimers, limitations, and waiver also apply even if Licensor knew or should have known about the possibility of the damages. The above limitations, exclusions, and waiver may not apply to Licensee because Licensee's state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.
INDEMNIFICATION OF LICENSOR.
Licensee shall indemnify, defend, and hold Licensor harmless from and against any and all loss, cost, and damage which Licensor may hereafter incur, suffer, or be required to pay, defend, settle, or satisfy as a result of any third party claim or threatened claim made against Licensor and resulting, directly or indirectly, from: (i) failure by Licensee to fully comply with any of its obligations, responsibilities, and undertakings under this Library License; or (ii) a Licensee Production. To qualify for such defense and payment, Licensor must give Licensee: (y) written notice when it becomes aware of a potential third party claim; and (z) a reasonable opportunity to undertake the defense and all related negotiations using counsel reasonably acceptable to Licensor. Licensee will not settle any claim made against Licensor that is subject to this indemnification without the express written consent of Licensor, which consent will not be unreasonably withheld. For purposes of Licensor's consent, it will be reasonable for Licensor to withhold consent to any settlement that: (A) requires Licensor to admit liability; (B) restricts Licensor's right to license the Library; (C) requires modification or alteration of the Library by Licensor; and/or (D) requires Licensor to make a payment to claimant.
TERMINATION.
Either party shall have the right to terminate this Library License if the other party breaches any material term or condition and fails to cure that breach within ten (10) days after receiving written notice indicating the intention to terminate and specifying the nature of the breach. Notice to Licensee may be given by email addressed to the last Licensee email address in Licensor's records.
Either party may terminate this Library License if the other becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing. In addition to Licensor’s other termination rights hereunder and without limiting Licensor’s rights or remedies at law or in equity, Licensor may, in its sole discretion, terminate this Library License immediately upon written notice to Licensee if the Library or any Licensee Production becomes the subject of a claim of infringement of third party intellectual property rights.
EFFECT OF TERMINATION.
In the event this Library License is terminated by Licensor, Licensee’s rights to possess and use the Library shall cease as of the date of such termination. Within ten (10) days after termination of this Library License, Licensee shall delete from electronic storage and memory, and destroy all portions of the Library in whatever form they exist, other than those portions of Licensee Production(s) that include elements of the Library. Licensee will not be required to remove Library assets that appear in Licensee Productions in release or which have been delivered to clients of Licensee prior to termination of this Library License. Any provision of this Library License which by its terms is applicable to actions or periods occurring after termination of the Library License will remain in full force and effect.
ENTIRE AGREEMENT.
This Library License is the entire agreement for the Library. It may not be changed except by a written amendment or update signed by both Licensor and Licensee.
APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES.
This Library License has been entered into in the State of Wisconsin, and both Licensee and Licensor agree that it will be governed and construed in accordance with those laws of the State of Wisconsin applicable to commercial license agreements entered into and performed entirely within the State of Wisconsin. All disputes arising under this Library License that can not be resolved through good faith discussion will be heard exclusively in the state or federal courts located in Dane County, Wisconsin. Each party agrees it will accept service of process by all means permitted by applicable court rules or by law.
SECTION HEADINGS.
Section headings are for purposes of reference only and do not constitute a part of this Library License.
LICENSE FEES NONREFUNDABLE.
LICENSE FEES ARE NONREFUNDABLE, FULLY EARNED BY LICENSOR UPON PAYMENT AND DELIVERY OF THE LIBRARY TO LICENSEE.
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Enterprise (or Site) SFX Library License
Terms and Conditions
(Name of Licensed Product) (the "Library")
These Library License terms are an agreement between you ("you" or "Licensee") and ZQ SFX LLC, a Wisconsin limited liability company ("Licensor"). They apply to the SFX Library named above.
IF YOU COMPLY WITH THESE LICENSE TERMS, YOU HAVE THE RIGHTS BELOW.
BY DOWNLOADING THE LIBRARY, YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND ACCEPT THESE TERMS.
If you do not agree to these terms, you are not authorized to download and/or to use any of the assets in the Library.
INSTALLATION AND USE RIGHTS.
General. You may install and use a single copy of the Library on one computer server that may be accessed by your employees or independent contractors ("End Users") for purposes set forth herein. End Users may use, modify, and apply assets provided in the Library for purposes of your own software development and media production. You may distribute assets provided in the Library but only as they are embedded by End Users into and made a part of your company's own software and/or audio and/or audio-visual media programs, whether linear or interactive (any of the foregoing, a "Licensee Production").
Term. Unless otherwise terminated as set forth below, the term of this license will begin upon acceptance of these terms by you and receipt of payment in full by Licensor, and continue thereafter for the term of copyright in and to the Library.
Scope of License/Restrictions on Use. The Library is licensed, not sold. Licensor reserves all rights not expressly granted in this Library License. For example, and not in limitation, unless applicable law gives you more rights despite this limitation, you will not (and have no right to): (i) install and/or use the Library until applicable license fees are paid in full and received by Licensor; (ii) install and/or use the Library on more than one (1) computer server; (iii) share the Library or otherwise make it available outside the single server or beyond your enterprise; (iv) work around any technical limitations in the Library that only allow you to use it in certain ways; (v) reverse engineer, decompile or disassemble the Library; (vi) remove, minimize, block, or modify any notices of Licensor or its suppliers in the Library; (vii) use the Library in any way that is against the law or to create or propagate malware; (viii) share, publish, distribute, rent, lease, sublicense, or lend the Library, internally or externally; (ix) provide the Library or assets that are included with the Library as a stand-alone product, library, or solution for others to use; (x) offer the Library as part of a subscription, network, or other sharing service; and/or (xi) transfer the Library or this Library License to any third party. Any Licensee Production that is a computer software program containing assets from the Library (whether modified by you or not), may not be distributed in source code form. You are not permitted to use the Library in any manner which would result in the potential, threatened, or actual unauthorized copying of Library assets. Except as necessary to exercise rights granted herein, you will not copy, reproduce or duplicate the Library in any manner or form, in whole or in part. You shall use best efforts to prevent any potential, threatened, or actual unauthorized use, copying, reproduction, duplication, or distribution of the Library or any portions of the Library.
Third Party Software/Content/Assets. The Library may include third party content/assets and/or content/assets that are licensed to you by third parties under their own terms. Even if such software, content, and/or assets are governed by other agreements, the disclaimer, limitations on, exclusions of damages, and waiver below also apply to the extent allowed by applicable law.
TITLE.
Licensee acknowledges and agree that nothing in this Library License constitutes, or shall be construed to constitute, any transfer of title or ownership with respect to the Library and/or any individual assets of the Library, including without limitation transfer of any copyrights, patents, trademarks, service marks, trade secrets, intellectual property, source code, improvements, enhancements, sequence, logic, structure, audio assets, audio-visual assets (whether in analog or digital form), or other proprietary rights therein, now or hereafter existing.
Licensee acknowledges and agrees that: (i) the Library, and all materials furnished or produced in connection therewith, including but not limited to source code, digital, analog, audio-visual, and audio assets, contain trade secrets of Licensor, entrusted by Licensor to Licensee under this Library License for use only in the manner expressly permitted hereby; and (ii) Licensor holds all right, title and interest in and to all tangible and intangible intellectual property contained in the Library, including all patent rights, trade secrets, trademarks, service marks, copyrights and other intellectual property rights pertaining thereto and Licensee shall have only the limited, revocable right to use the Library as set forth herein. Any addition, adaptation, revision, or modification made by Licensee to the Library shall be the sole and exclusive property of Licensor and shall be considered a part of the Library.
The Library is protected by copyright and contains proprietary information protected by copyright laws, intellectual property laws, international treaty provisions and other applicable laws. Licensee acknowledges that Licensor owns all United States and international copyrights in the Library and any portions thereof. Licensee shall not do anything to infringe upon, harm or contest the validity of any intellectual property rights of Licensor.
LICENSOR'S WARRANTIES.
Licensor represents and warrants that it: (i) has the power and authority to enter into this Library License and to fully perform its obligations hereunder; (ii) has all of the rights necessary to make the grant of rights granted to Licensee herein; (iii) is under no contractual or other legal obligation which would interfere in any way with the full, prompt, and complete performance of its obligations pursuant to this Library License.
THE LIBRARY IS LICENSED “AS IS.” THERE ARE NO THIRD PARTY BENEFICIARIES TO THIS LIBRARY LICENSE. LICENSEE BEARS THE FULL RISK OF USING THE LIBRARY. LICENSOR GIVES NO EXPRESS WARRANTIES, GUARANTEES, OR CONDITIONS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, LICENSOR EXCLUDES AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUOUS OPERATION, AND NON-INFRINGEMENT. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES DESPITE THE PRECEDING DISCLAIMERS OF WARRANTY, YOU CAN RECOVER FROM LICENSOR AND ITS SUPPLIERS ONLY DIRECT DAMAGES UP TO U.S. $10.00. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES. LICENSEE EXPRESSLY WAIVES ITS RIGHT TO SEEK EQUITABLE RELIEF IN CONNECTION WITH ANY CLAIM IT MAY HAVE AGAINST LICENSOR. THE FOREGOING DISCLAIMERS, LIMITATIONS, AND WAIVER CONSTITUTE AN ESSENTIAL AND MATERIAL PART OF THIS LIBRARY LICENSE. WITHOUT THEM, LICENSOR WOULD NOT ENTER INTO THIS LIBRARY LICENSE OR PROVIDE THE LIBRARY TO LICENSEE.
The foregoing disclaimers and limitations apply to: (y) anything related to the Library or third party content/assets/applications; and (z) claims for breach of contract, warranty, guarantee, or condition, strict liability, negligence, or other tort, and/or any other claim, in each case to the extent permitted by applicable law. The foregoing disclaimers, limitations, and waiver also apply even if Licensor knew or should have known about the possibility of the damages. The above limitations, exclusions, and waiver may not apply to Licensee because Licensee's state, province, or country may not allow the exclusion or limitation of incidental, consequential, or other damages.
INDEMNIFICATION OF LICENSOR.
Licensee shall indemnify, defend, and hold Licensor harmless from and against any and all loss, cost, and damage which Licensor may hereafter incur, suffer, or be required to pay, defend, settle, or satisfy as a result of any third party claim or threatened claim made against Licensor and resulting, directly or indirectly, from: (i) failure by Licensee to fully comply with any of its obligations, responsibilities, and undertakings under this Library License; or (ii) a Licensee Production. To qualify for such defense and payment, Licensor must give Licensee: (y) written notice when it becomes aware of a potential third party claim; and (z) a reasonable opportunity to undertake the defense and all related negotiations using counsel reasonably acceptable to Licensor. Licensee will not settle any claim made against Licensor that is subject to this indemnification without the express written consent of Licensor, which consent will not be unreasonably withheld. For purposes of Licensor's consent, it will be reasonable for Licensor to withhold consent to any settlement that: (A) requires Licensor to admit liability; (B) restricts Licensor's right to license the Library; (C) requires modification or alteration of the Library by Licensor; and/or (D) requires Licensor to make a payment to claimant.
TERMINATION.
Either party shall have the right to terminate this Library License if the other party breaches any material term or condition and fails to cure that breach within ten (10) days after receiving written notice indicating the intention to terminate and specifying the nature of the breach. Notice to Licensee may be given by email addressed to the last Licensee email address in Licensor's records.
Either party may terminate this Library License if the other becomes the subject of a voluntary or involuntary petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors, if that petition or proceeding is not dismissed with prejudice within sixty (60) days after filing. In addition to Licensor’s other termination rights hereunder and without limiting Licensor’s rights or remedies at law or in equity, Licensor may, in its sole discretion, terminate this Library License immediately upon written notice to Licensee if the Library or any Licensee Production becomes the subject of a claim of infringement of third party intellectual property rights.
EFFECT OF TERMINATION.
In the event this Library License is terminated by Licensor, Licensee’s rights to possess and use the Library shall cease as of the date of such termination. Within ten (10) days after termination of this Library License, Licensee shall delete from electronic storage and memory, and destroy all portions of the Library in whatever form they exist, other than those portions of Licensee Production(s) that include elements of the Library. Licensee will not be required to remove Library assets that appear in Licensee Productions in release or which have been delivered to clients of Licensee prior to termination of this Library License. Any provision of this Library License which by its terms is applicable to actions or periods occurring after termination of the Library License will remain in full force and effect.
ENTIRE AGREEMENT.
This Library License is the entire agreement for the Library. It may not be changed except by a written amendment or update signed by both Licensor and Licensee.
APPLICABLE LAW AND PLACE TO RESOLVE DISPUTES.
This Library License has been entered into in the State of Wisconsin, and both Licensee and Licensor agree that it will be governed and construed in accordance with those laws of the State of Wisconsin applicable to commercial license agreements entered into and performed entirely within the State of Wisconsin. All disputes arising under this Library License that can not be resolved through good faith discussion will be heard exclusively in the state or federal courts located in Dane County, Wisconsin. Each party agrees it will accept service of process by all means permitted by applicable court rules or by law.
SECTION HEADINGS.
Section headings are for purposes of reference only and do not constitute a part of this Library License.
LICENSE FEES NONREFUNDABLE.
LICENSE FEES ARE NONREFUNDABLE, FULLY EARNED BY LICENSOR UPON PAYMENT AND DELIVERY OF THE LIBRARY TO LICENSEE.