LICENCE AGREEMENT

Amplar is an online platform for downloading sound effects. Amplar provides the ability to purchase and download a wide range of sound effects.

Acceptance of Terms

This is an agreement between Amplar Pty Ltd (“Amplar”, “us”, “we”, or “our”) and you, or the entity on whose behalf you are entering this agreement with (“you” or “your”) with respect to your non-exclusive exploitation of sound effects downloaded via our Service. Please read these licensing terms (“Licence Agreement” or “Agreement”) carefully before using the Service.

Your use of the Service is conditioned upon your acceptance of and compliance with this Licence Agreement. This Agreement applies to all users and others who wish to access or use the Service.

This Licence Agreement should be read in conjunction with Amplar’s Terms of Service and Privacy Policy found on our website: amplar.io. Capitalised terms not defined below have their meaning as set out in the Terms of Service. To the extent of any inconsistency between this Licence Agreement, the Terms of Service and/or the Privacy Policy, this Licence Agreement shall prevail.

By purchasing a licence from us, you agree to the following terms and conditions in respect of all sound effects downloaded from the Service:

Intellectual Property

We own or possess all rights in the sound effects licensed in accordance with the terms of this Agreement (“Sound Effects”).

We grant you a non-exclusive, unlimited, non-sublicensable, non-transferable and perpetual licence to use the Sound Effect on the terms set out in this Agreement. Under this licence, you may download, reproduce, copy, perform, communicate to the public, prepare derivative works of and otherwise exploit the Sound Effect for any lawful purpose, including using the Sound Effect in synchronisation with your own audio-visual works, subject to the terms of this Agreement.

You acknowledge and understand that similar licences to third parties with regards to the Sound Effect(s) may be issued and this licence to you is not exclusive.

You may use the Sound Effect(s) for both commercial and non-commercial purposes. For illustrative purposes, this includes films, series, podcasts, video games, presentations, social media posts, and any other usage where a Sound Effect is being displayed in conjunction with visual works (including cable television), subject to the terms of this Agreement.

Restrictions on Use

You must not:

(a) use the Sound Effect in any way that would reasonably bring Amplar into disrepute or otherwise damage our reputation; or

(b) use the Sound Effect for any obscene or illegal purpose, which such determination will be made in our sole and absolute discretion.

For avoidance of doubt, you can use the stems (multitrack) to mix, master or arrange (extend or shorten) the Sound Effect and you can remove elements of the Sound Effect.

Disclaimer

To the fullest extent permitted by law, the Sound Effect is provided “as is” and on an “as available” basis and we disclaim all warranties of any kind, whether express or implied, including: (a) any implied warranty of merchantability, fitness for a particular purpose, title, quiet enjoyment, or non-infringement; and (b) any warranty arising out of course of dealing, usage, or trade, to the fullest extent permitted by applicable law. Downloading of the Sound Effect is accessed at your own risk, and you shall be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Sound Effect or any other loss that results from accessing the Sound Effect.

You acknowledge and agree that we are not liable, and you agree not to seek to hold us liable, for the conduct of third parties, including operators of external sites, and that the risk of injury from such third parties’ rests entirely with you. We make no warranty that the Sound Effect will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality of the Sound Effect.

Indemnification and Limitation of Liability

You agree to indemnify, defend, and hold us, our affiliates, successors, assigns, agents, distributors, designees, licensees, agents, contractors, and employees (together, the “Indemnified Parties”), harmless from and against any and all damages, losses, costs and expenses (including reasonable legal fees and costs actually incurred) which may be suffered or incur by the Indemnified Parties in connection with any claim, demand or action by a third party arising out of any breach of or alleged breach of any agreement, representation, grant, or warranty made or assumed by you under this Agreement or otherwise arising with respect to the rights granted to us as per this Agreement and the exercise of such rights.

To the fullest extent permitted by law, in no event will we be liable to you for any indirect, incidental, special, consequential or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of or relating to your access platform our or use of the Sound Effect or any materials or content on the Sound Effect or the Service, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, and whether or not we have been informed of the possibility of damage. To the fullest extent permitted by law, the aggregate liability to you for all claims arising out of this Agreement, whether in contract, tort, or otherwise, is limited the amounts you have paid to us during the one-year period prior to the date of your claim against us.

Miscellaneous Provisions

This Agreement shall be governed by and construed in accordance with the laws of the state of New South Wales, and both parties submit to the exclusive jurisdiction of the courts of New South Wales.

It is expressly agreed that nothing contained in this Agreement shall constitute a partnership, a joint venture, agency or employment relationship between you and us.

We shall be entitled to terminate the licenses granted under this Agreement immediately in the case you should breach any term of this Agreement.

We shall have the right, at its election, to assign any of its rights under this Agreement, in whole or in part, to any person or entity. You shall not have the right to assign any obligations or rights under this Agreement, absent the express consent by us.

This Agreement supersedes all prior agreements between the parties pertaining to the subject matter hereof, whether verbal or written, and any further modification(s) to this Agreement shall not be binding unless in writing and signed by the parties.

You are responsible for providing us a valid and current e-mail address. In the event that the last e-mail address you provided is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to us via email listed on amplar.io. Such notice shall be deemed given when received by us.

Any waiver or failure to enforce any provision of the Agreement will not be deemed a waiver of any other provision or of such provision on any other occasion.

If any portion of this Agreement is held invalid or unenforceable the remaining portions shall remain in full force and effect and such portions held invalid or unenforceable that shall, to the extent permitted by law, be construed in a manner to reflect, as nearly as possible, the original intention of the parties.

Last updated: 23.10.23