Terms & Conditions

                                                                         SONIC SHEPHERD

                                                             Multi End-User License Agreement

                                                               LEGAL TERMS AND CONDITIONS

IMPORTANT-READ CAREFULLY: This Multi End-User License Agreement ("MULA") constitutes a legal agreement between you as a customer (either an individual, a single entity or a business) (hereinafter “Customer”) and Bret Johns dba Sonic Shepherd ("Sonic Shepherd") for the content you have licensed from Sonic Shepherd, which includes the following: (a) designed sound effects; (b) source sound files; and (c) any printed, "online" or electronic documentation (collectively, “Content”). By licensing, copying or otherwise using the Content, you agree to be bound by the terms of this MULA. If you do not agree to the terms of this MULA, do not use the Content. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the Content. The rights granted herein are non-transferable and must be validated by proof of purchase. All rights not expressly granted to you hereunder are reserved by Sonic Shepherd.

USERS AND WORKSTATIONS:

Customer shall be entitled to use the Content within the given license specifications (altogether, the “Media License”) on a worldwide basis in perpetuity for the number of Audio Users as specified during the purchase process. For the avoidance of doubt, users of the Content may consist of, without limitation, Customer’s employees, contractors or subsidiaries (such as, for example, audio programmers, level designers, artists, etc.), while “Audio Users” shall be defined as employees and/or contractors of Customer and sound designers working under written contract with Customer actively accessing and working with the Content.

“Workstations” shall be defined as personal computers, notebooks and digital workstations for audio and post-production that are being used by Audio Users.

In the event that an Audio User is no longer employed by Customer or under written contract with Customer, all Content obtained under this MULA, including any incomplete product that in any way uses Content, with the exception of your product/production, must be deleted from the former user’s hard drives and any other storage media, physical or otherwise, and from any other copies no matter how stored. Copies, in whole or in part, may not be retained by persons who no longer qualify as Audio Users under this MULA. If you would like to add Audio Users under this MULA, please contact us directly at bret@sonicshepherd.com to arrange for payment terms.

The rights associated with this MULA are available only to Customer and its Audio Users. These rights are not transferable or assignable without the express written agreement of Sonic Shepherd except as described below.

GRANT OF LICENSE

In consideration of your payment of the license fee, Sonic Shepherd grants a Media License to you and your assigns (subject to the transfer limitations herein).

The Media License for this product is granted only to the number of Audio Users as specified by Customer during the purchase process.

All Content in this product is licensed, but not sold, to you by Sonic Shepherd on a non- exclusive basis for commercial and non-commercial use in music, sound-effect, audio/video post-production, performance, broadcast or similar finished content-creation and production use.

The Media License includes the non-exclusive right to combine the Content you've purchased for commercial recordings without paying any additional license fees or providing source attribution to Sonic Shepherd.

The Media License includes:

1. Mechanical rights

The right to re-record, duplicate and release the Content as part of your product/production in whatever medium you choose (i.e., video tape, film, CD ROM, DVD, digital formats). This does not include the right to resell the Content as a standalone product in whole or in part.

2. Synchronization/Adaptation rights

The right to use or adapt the Content as a soundtrack "synced" with visual images, or sounds as part of your product/production.

3. Public Performance Broadcast rights

The right to use the Content as part of the public viewing or broadcast of your product/ production, including, but not limited to, videos, DVDs, web sites, podcasts, multimedia presentations, films, television and radio.

The Media License is granted on a worldwide basis and in perpetuity.

LIMITATIONS

This license expressly forbids any unauthorized inclusion of the Content in any library (e.g., sample instrument, sound effects library, etc.) online or offline without our express written consent.

The Media License also forbids any re-distribution method of the Content, through any means, including, but not limited to, re-selling, trading, sharing, resampling, mixing, processing, isolating or embedding into software or hardware of any kind for the purpose of re-recording or reproduction as part of any free or commercial library of musical and/or sound effect samples

and/or articulations, or any form of musical sample or sound effect sample playback system or device.

REPRESENTATION

Sonic Shepherd owns and controls the rights represented herein with respect to the Content that is subject to this MULA. Sonic Shepherd has and will hold throughout the Territory and during the Term the above listed rights to exploit the Content as set forth herein. Sonic Shepherd shall indemnify and hold you harmless from any and all claims, liabilities and costs, losses, damages or expenses (excluding attorneys’ fees) arising out of any breach of these representations.

LIABILITY FOR DAMAGES

Sonic Shepherd is not liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss) arising out of the use of or inability to use any Sonic Shepherd product, even if Sonic Shepherd has been advised of the possibility of such damages.

Sonic Shepherd will not be responsible if the Content does not fit your particular purpose. The Content is licensed 'as is' without warranties of any kind. Any similarity to any other Content is purely unintentional. Sonic Shepherd cannot be held responsible for any direct, indirect or consequential loss arising from the use of any sound samples and software licensed from this site in whatever form, or consequential loss arising from a delayed or lost shipment.

Sonic Shepherd does not accept returns unless you have a defective product. Defective products will be exchanged for the same product for a period of 30 days. No refunds will be given for downloaded Content.

PAYMENT & DELIVERY PROCESS

After payment has been received you will automatically receive an email with your user login information and download links to the products purchased within your user account. If you choose the credit card payment option, your card will be debited immediately after the order has been fully placed. At this time we do not ship physical products, and all products are downloadable only through your user account.

REFUNDS

Downloaded libraries cannot be returned, so we cannot provide refunds. We may choose do so at our own discretion, however please be aware that as soon as you have downloaded our product, you cannot return it.

INDEMNIFICATION

You agree to indemnify and hold Sonic Shepherd and all affiliates, employees, agents, advisors, representatives, successors and assigns thereof harmless from and against any and all claims, liabilities, costs, damages or expenses (including reasonable attorneys’ fees and costs) asserted against Sonic Shepherd or any such other indemnitees arising out of your use of the licensed Content.

GOVERNING LAW, JURISDICTION AND VENUE, WAIVER OF JURY TRIAL AND ARBITRATION

This MULA shall be governed by and construed and enforced in accordance with the internal laws of the State of California without regard to its conflict of laws provisions. Each party irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to this MULA or the transactions contemplated hereby (whether based on contract, tort or any other theory). Any disputes arising out of or relating to this MULA or the transactions contemplated hereby shall be finally settled by expedited, binding arbitration held in Los Angeles, California, using the rules and procedures of the Commercial Rules of the American Arbitration Association. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator(s) shall be final and binding on the parties and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs relating to the aspects of its claim or defense on which it prevails, and any opposing costs shall be offset. Notwithstanding the foregoing, Sonic Shepherd shall have the right to commence and prosecute an action or proceeding before any court of competent jurisdiction to obtain injunctive or other equitable relief against you in the event that such action is necessary or desirable to prevent actual or threatened infringement of licensed Content.

SEVERABILITY

If any provision of this MULA is held to be illegal, invalid or unenforceable in any respect, (a) the legality, validity and enforceability of the remaining provisions of this MULA shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.