End User Licence Agreement

PLEASE READ THESE LICENCE TERMS CAREFULLY. THESE TERMS MAY HAVE CHANGED SINCE YOU LAST REVIEWED THEM.

This is a licence agreement between you and StudioRichterMahr Limited (Company No. 09658506), a limited company incorporated in England and Wales, whose registered office is currently 41 Great Portland Street, London, United Kingdom, W1W 7LA (SRM).

This licence agreement explains your rights to download and use sample packs, MIDI files, session files, and virtual instruments which are licensed by SRM (individually and collectively the products).

For any questions about this licence agreement or the products, please contact SRM: hello@srmsounds.com

BY DOWNLOADING AND USING ANY OF THE PRODUCTS YOU CONFIRM THAT YOU ACCEPT THE TERMS OF THIS LICENCE AGREEMENT AND THAT YOU AGREE TO COMPLY WITH THEM. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE ANY OF THE PRODUCTS.

1. ACCESSING AND DOWNLOADING THE PRODUCTS

Upon purchasing any product (the purchased product) you will receive access and, if applicable, activation instructions to the email address you used when purchasing the product.

To use the purchased products, your device needs to comply with the minimum technical requirements set out on the applicable product page. Please read these carefully as you are responsible for making sure that your device meets these requirements.

If the purchased product is a sample pack, you will receive an email including a link to download the relevant sound files. You may download any sample pack up to a maximum of three times. You must not share the download link with any third party.

If the purchased product is a virtual instrument, you will receive an email including a licence key which must be used to download and activate the purchased product via Native Access. You must not share the licence key with any third party other than for the sole purpose of product activation via Native Access.

If you purchase a product and do not receive an email with access and activation instructions, please check your junk or spam folder before contacting SRM.

SRM is not liable to you if you are unable to download or use the products due to a poor internet connection, because your device does not meet the minimum technical requirements, or for any other reason outside of our reasonable control.

2. YOUR RIGHTS TO DOWNLOAD AND USE THE PRODUCTS

Your rights. Subject to the restricted uses set out below and the remainder of this licence agreement, SRM grants you a non-exclusive, non-sublicensable, non-transferrable worldwide and perpetual right to download and use any purchased product(s) in newly created musical compositions and/or sound recordings produced by you (your projects). This gives you the right to publicly perform, broadcast, transmit, stream, exhibit, distribute and otherwise exploit (on a commercial or non-commercial basis) such purchased product(s) strictly as incorporated in your projects. For the avoidance of doubt, you shall be responsible for any and all payments and other liabilities, and securing all necessary rights, clearances and licenses, arising from the use of your projects.

Ownership of IP. All products and the intellectual property rights in them (including in the sound recordings and underlying musical works embodied in them) are owned by SRM. All rights not expressly granted in this licence agreement are reserved to SRM. You acknowledge that the rights in the purchased products are licensed (not sold) to you and that you have no intellectual property rights in the purchased products other than the right to use them in accordance with the terms of this licence agreement.

Collecting societies. You may not assert any right to revenue arising from the purchased products as standalone files or on a standalone basis, including without limitation registering as the author of the purchased products (in whole or part) with any collection society or performing right organisation. For clarity, this restriction does not apply to your projects which incorporate the products provided that you have complied with the terms of this licence agreement.

Trade marks. SRM logos, trade marks and service marks are SRM’s property. You may not use them without SRM’s prior written permission.

3. RESTRICTED USES

No unlawful use. You may not use the products in any defamatory or unlawful manner, in any context which promotes violence or hatred, or in violation of any applicable rules, regulations or industry codes.

No standalone use. You may not make the products available, or sell, license or distribute any projects or content incorporating the products in a way that is intended to allow or invite a third party to use, download, extract, redistribute or access the products as a standalone file or on a standalone basis, for example re-packaging and selling the products (in whole or part) as audio samples, sound libraries or sound effects, or as part of a synthesiser, virtual instrument, sample library, sample-based product or other musical instrument.

No use in an audio trade mark or sonic logo. You may not reproduce or incorporate any products into a logo, trade mark or service mark. Additionally, you shall not be entitled to register (in any jurisdiction) the products (in whole or in part) as a trade mark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the products or any similar products (including by SRM or its customers).

No machine learning. You may not use the products (including any metadata associated with the products or any other materials related to the products) for any machine learning and/or artificial intelligence purposes, including without limitation for the purposes of creating, generating, training, testing and verifying any machine learning or artificial intelligence systems, tools, applications, algorithms and/or models.

No decompiling. You may not copy, decompile or reverse engineer any of the products (in whole or part) or authorise any person to do so on your behalf.

4. THIS LICENCE AGREEMENT IS PERSONAL AND MUST NOT BE TRANSFERRED

This licence agreement is, and the rights granted to you in it are, personal, non-transferable and non-sub-licensable. This means only you can make use of the products and must not share with or permit others to use the products. You may not rent, lend or re-sell the products to any third party.

For clarity, once you have incorporated the purchased products in your projects, you can freely transfer, license and exploit your projects, subject to the terms in this licence agreement.

5. ORDERS, CHARGES AND PAYMENT TERMS

The prices for products are listed on www.srmsounds.com and may change periodically. SRM reserves the right to adjust prices at its sole discretion. If VAT is included in the price, it will be clearly indicated on its website.

If there has been an error on the website regarding the pricing of any of the products and this affects your order, SRM will try to contact you using the contact details you provided when you placed your order. SRM will give you the option to re-confirm your order at the correct price or to cancel your order and get a full refund. If SRM are unable to contact you, SRM will treat the order as cancelled and notify you by email.

Your order is an offer to buy products from SRM on these terms. Confirmation that your order has been successfully submitted does not mean that your order has been accepted by SRM. Acceptance of your order by SRM takes place when SRM send you an order confirmation email, at which point a legally binding contract is formed between you and SRM on these terms. SRM have the right to reject any order for any reason. The rights granted to you under this licence agreement are subject to and conditional upon SRM’s receipt of the relevant fees for the applicable product(s) in full.

6. TERMINATION, REFUNDS AND PRODUCT WITHDRAWALS

Termination. SRM may terminate this licence agreement at any time if you breach any of its terms. Upon termination of this licence agreement, you must immediately cease using the products, delete any copies of the products, and if requested, confirm to SRM in writing that you have done so.

Refunds. If you are a consumer, you are entitled to cancel your order if you contact SRM within 14 days of your order confirmation email and have not used and/or downloaded the purchased product. SRM does not offer refunds once the purchased product has been downloaded.

Withdrawal. SRM may discontinue licensing any product (in whole or part) at any time in its sole discretion, and SRM shall no liability thereto. Upon notice from SRM, or upon your knowledge, that any purchased products may be subject to a claim of infringement of a third party’s right for which SRM may be liable, SRM may require you to immediately and at your own expense cease using the purchased products and delete any copies of the purchased products.

7. YOUR COMMITMENTS TO SRM

You hereby warrant and represent that you have the right, power and authority to enter into and fully perform your obligations under this licence agreement. You will defend, indemnify and hold harmless SRM and its affiliates, directors, officers, employees, agents and licensees with respect to any claim, demand, cause of action, or debt or liability, including legal fees, resulting from or by reason of any claim arising from a breach or alleged breach of your representations, warranties, covenants and/or obligations under this agreement.

8. LIABILITY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW:

• THE AGGREGATE LIABILITY OF SRM TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF THE PURCHASED PRODUCT(S), WHETHER IN CONTRACT, TORT OR OTHERWISE, IS LIMITED TO THE AMOUNT YOU HAVE PAID TO SRM FOR THE PURCHASED PRODUCT(S) PRIOR TO THE DATE OF YOUR CLAIM AGAINST SRM, OR £100, IF GREATER.
• SRM SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS LICENCE AGREEMENT OR YOUR USE OF THE PURCHASED PRODUCT(S); AND THE PRODUCTS ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS AND SRM DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
• NOTHING IN THIS LICENCE AGREEMENT SHALL OPERATE TO LIMIT OR EXCLUDE LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY SRM’s NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

9. CHANGES TO THE TERMS OF THIS LICENCE AGREEMENT

SRM has the right to modify and update the terms of this licence agreement from time to time at its sole discretion. Upon making the changes, SRM shall upload an updated version of the licence agreement to its website.

You are recommended to review this licence agreement regularly. For significant updates, SRM might notify you using your registered email address. If you disagree with the terms of the updated version(s) of this licence agreement, you should stop using the purchased products. By continuing to use the purchased products you agree to be bound by the updated version(s) of this licence agreement, which will apply to you in its entirety.

10. GENERAL PROVISIONS

Status. Your access, download and use of the products does not establish any partnership, client, fiduciary or other professional relationship between you and SRM.

Force majeure. SRM shall not be liable for any delays or failures to perform its obligations under this licence agreement which arise as a consequence of events beyond its reasonable control.

Entire agreement. This licence agreement (as the same may be updated by SRM from time to time) sets out the full understanding between you and SRM as to its subject matter.

Assignment. This licence agreement is personal to you and is not assignable by you without SRM’s prior written consent. SRM may assign this licence agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by the terms of this licence agreement.

Severability. If one or more of the terms of this licence agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Any such provisions shall be revised only to the extent necessary to make them enforceable while maintaining, as far as legally possible, the intended meaning.

Waiver. A waiver of any right or remedy is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

No third party rights. No third party shall have the right to enforce any term of this licence agreement.

Notices. Any notices required to be sent to SRM under or in connection with this licence agreement shall be in writing and sent by email to hello@srmsounds.com. Any notices required to be sent to you under or in connection with this licence agreement shall be in writing and sent by email to your registered email address.

Taxes. You agree to pay and be responsible for the payment of any and all sales taxes, use taxes, value added taxes, withholding taxes and duties imposed by any jurisdiction as a result of the rights granted to you under this licence agreement, or your use of the purchased products.

Governing law and jurisdiction. This licence agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales, the courts of which shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this licence agreement or its subject matter or formation.