This Agreement (the "Agreement") is a legal contract between you (the end user) and Small Talk Música. By downloading Recordings from this website, you agree to conduct this transaction electronically and you agree to be bound by the terms of this Agreement in respect to those Recordings. If you do not accept or agree with these terms, do not download Recordings. In this Agreement you are referred to as Licensee.
1. You acknowledge that each Recording is the property of Licensor. If you are entering this Agreement on behalf of an organization, entity, or company, then that entity is bound to the license granted and the restrictions and limitations detailed herein (and such entity or organization is included in the term "Licensee") regardless of your future employment and/or relationship with such entity.
2. In consideration of the mutual promises contained herein, and the payment to Licensor in section I of this agreement (amount listed under fee), Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Recordings subject to the terms and conditions set forth below.
3. Licensor may also terminate this License Agreement upon Licensee's breach of any of the terms of this Agreement by giving notice in writing of such breach, by email, regular or registered mail, telegram or telex to Licensee at Licensee's address. If Licensee fails to remedy the breach complained of fourteen (14) days of the date of mailing of the notice, then this Agreement shall automatically terminate on the fifteenth (15) day.
4. Any use of the Recording after termination of the license is prohibited and may be actionable as an act of infringement of copyright owned by the Licensor or for any other applicable cause of action.
5. The uses of the Recordings are strictly subject to the rules set on Section I of this agreement.
6. Licensor represents and warrants that it owns or controls 100% of the copyright in the composition and 100% of the copyright in the Master and has the right to grant the rights granted to Licensee under this agreement.
7. The recordings and accompanying materials (if applicable) are provided "as is" without warranties or conditions of merchantability or fitness for a particular purpose. Licensor does not represent or warrant that the recordings will meet your requirements or that its use will be uninterrupted or error free. The entire risk as to the quality and performance of the recordings is with you. Should the recordings prove defective, you, and not licensor, assume the entire cost of all necessary corrections.
8. In no event shall Licensor be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation your use of, reliance upon, access to, or exploitation of the recordings, or any part thereof, or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.
9. In any event, the total maximum aggregate liability under this agreement, the license provided hereunder, or the use or exploitation of any or all of the recordings in any manner whatsoever shall be limited to the fees actually paid by you to licensor under this agreement in respect of the use of the recordings.
10. This License is personal to the Licensee and strictly subject to the exercise of the rights set out herein. The rights and obligations set forth in this Agreement may not be assigned or otherwise transferred without Licensor's prior written consent. Licensor may assign this Agreement without Licensee's consent.
11. Each party (the "Indemnifying Party") shall indemnify, hold harmless and defend the other party (the "Indemnified Party"), its parent, subsidiaries, affiliates, and the other party's respective officers, directors, employees and agents from any and all liabilities, actual loss, damages, costs and expenses (including, without limitation, reasonable attorney's fees) incurred by the Indemnified Party that arise out of any claim, demand, suit, action, encumbrance, deficiency, or proceeding brought by a third party that involves, relates to or concerns a violation or other breach by the Indemnifying Party of any of the provisions of this Agreement (including, without limitation, any of the representations or warranties of the Indemnifying Party set forth in this Agreement) or the negligence or willful misconduct of the Indemnifying Party. Provided, however, that the Indemnified Party, upon receipt of a notice of a claim that could result in the Indemnifying Party indemnifying the Indemnified Party, gives prompt notice to the Indemnifying Party of the existence and specifics of such claim.
12. Recording(s) may not be used in a way that may be considered defamatory, libelous, or fraudulent, or in a way that is derogatory of any race, nationality, ethnic identity, gender or sexual orientation, or political or religious belief, whether directly or in context or juxtaposition with other materials.
13. The parties to this Agreement are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between the parties. Neither party has authority to make or accept any offers or representations on behalf of the other party.
14. Any use of Recording(s) in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Small Talk Música to exercise all rights and remedies available to it at law or in equity, including monetary damages against all users and beneficiaries of the use of such Recording(s). Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition, and without prejudice to Small Talk Música's other remedies under this Agreement, Small Talk Música reserves the right to charge and Licensee agrees to pay a fee equal to up to five (5) times Small Talk Música's standard license fee for the unauthorized use of the Recording(s).
15. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior proposals, agreements or communications, written or oral, of the parties with respect to the subject matter herein.
16. This Agreement may not be modified, altered or amended, except by written instrument duly executed by both parties.
17. No failure or delay by either party in exercising any right hereunder will operate as a waiver thereof.
18. Any attempt by Licensee to assign this Agreement other than as permitted above will be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
19. If any provision of this Agreement is found to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions shall remain in full force and effect.
20. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND SMALL TALK MÚSICA WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND SMALL TALK MÚSICA RELATING TO THE SUBJECT OF THIS AGREEMENT.