AudioSparx.com License Information

Licensing Options

= Premium track, not available by subscription

= Available by subscription

The following explains how you can use tracks licensed under each of our licensing options.

License A
Personal or Student Non-Commercial Use

The personal-use license fee varies by track and is a fixed fee as configured by the owner of the track. Please note that not all tracks offer a personal-use rate. License A may be used in the following situations:

For personal enjoyment at home or on a portable music device such as an iPod
For client demos that you do not sell, give away, distribute or broadcast.
For use in any type of school or student project that you will not sell, give away, distribute or broadcast
For in-class use by teachers in school, college, and training settings

Prohibited For License A: Internet use on social media sites such as Facebook and YouTube is PROHIBITED. For this type of use, purchase License B, non-commercial Internet license option.

License C: Ringtone Use
Our ringtone use license fee is a fixed fee as configured by the owner of the track.

For transfer to a mobile phone for use as a ringtone or ringback tone.

License B
Commercial or Distribution or Broadcast Uses
When you see a plus/minus sign next to a price, this indicates the price is variant. Variant pricing scales up or down from the listed "base price" depending on the term, territory, scope and/or units to be manufactured or distributed in the context of your specific project. If there's no plus/minus sign, the fee is a flat non-varying fee. License B is required in the following scenarios:

Enterprise and company uses, whether for-profit or non-profit
For motion picture production, trailer, preview, intro, extro or header
For TV show production, trailer, preview, intro, extro or header
For TV and radio advertising content or effect (for ad, donut, intro or content)
For backing music or effect for a web site, webcast, podcast or other Internet use
Sound effects embedded in original music compositions to be sold or given away
For commercial video game, electronic game, and computer game
(whether distributed online, CD-ROM, DVD or any other media)
For embedding in electronic devices such as phones or other hardware or software
For use in software for distribution via Internet, CD-ROM, DVD or any other media (excludes audio-only CDs that resell the content as-is)
Embedded in a toy or product for sound effect purposes
Corporate, theatrical and competition use (live performances, presentations, seminars, meetings)
For use in videos, films, trailers, games, or other multimedia projects that you were hired to produce, intend to sell, distribute, or release to paid audiences or clients
Use in a public-voting film contest or festival
For small business professional local use (massage, therapy, dance studios or similar)
For embedding in any product for sale or for giveaway

What You Can Not Do:

Sell, resell, re-license, sub-license or give away tracks on their own (includes physical goods and non-tangible items) - We can negotiate a custom license for such use, please contact info@audiosparx.com with details of your intended use.
Claim exclusive ownership of a track or digital media file
Copy tracks and files on CD or other media apart from your multimedia project
Sell Audio-Only CDs or Audio Downloads or Ringtones using the tracks without synchronization with other media - We can negotiate a custom license for such use, please contact info@audiosparx.com with details of your intended use.

AUDIOSPARX LICENSE AGREEMENT TERMS AND CONDITIONS
BACKGROUND
This Agreement governs the terms by which clients of AudioSparx.com obtain the right to use sound effects, music tracks, loops, ringtones, albums, soundpacks, musicpacks, composerpacks and all other media content available at the AudioSparx marketplace through the web site located at www.AudioSparx.com (the “Site”). This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations.

GENERAL TERMS
All stock music and sound effects, beats, loops, ringtones, albums, soundpacks, musicpacks and composerpacks (hereinafter referred to as "Track" or "Tracks") purchased at AudioSparx.com come with a limited license for commercial, personal or ringtone use. You choose the type of license you desire when you add Tracks to your shopping cart. Commercial use includes use in television production, radio or audio production, commercials, film, theatre, multimedia or other media projects. The Tracks can be used in virtually any type of commercial or personal project or broadcast, including corporate projects, national and international broadcasts, television production, films, products for sale or giveaway and large scale media distributions.

USE OF TRACKS
For each Track that is licensed on a per-track basis (i.e. not via a subscription), your rights to the use of the Track are dependent upon the specific licensing option and licensing parameters chosen by you during the licensing process for each Track - such license may be limited in scope, or may be royalty-free depending on the license options you select during the licensing process. For any Track that is licensed through our download subscription option, you may use such tracks in a royalty-free manner, worldwide, in all media, for perpetuity.

Each license is for use of the Track by you, the client, and is not transferrable to any third party.

Each of our various pay-per-track license types provides for the following types of uses:

License A - Personal or Student Non-Commercial and Educational Use:

Burn a Track on up to three CDs for listening in a private, non-public setting
Transfer a Track to a mobile digital or analog device such as an iPod or Walkman for listening
Use a Track for educational purposes, including use in a classroom setting
For client demos that you do not sell, give away or distribute
For use in any type of school or student project that you will not sell

License B - Commercial or Distribution or Broadcast Use:
This is not a comprehensive list, but simply shows some of the commercial use possibilities. License B is required for enterprise and company uses, whether for-profit or non-profit.

Soundtrack or effect for motion picture production, trailer, preview, intro, extro or header
Soundtrack or effect for TV show production, trailer, preview, intro, extro or header
TV and radio advertising content or effect (for ad, donut, intro or content)
Backing music or effect for a web site or webcast (for both commercial and non-commercial web sites)
Sound effects embedded in original music compositions
Soundtrack or effect for video games, electronic games, and computer games
(whether distributed online, CD-ROM, DVD or any other media)
Sound track or effect embedded in electronic devices such as phones or other hardware
Soundtrack or effect for software applications (online, CD-ROM, DVD or any other media)
Embedded in a toy or product for sound effect purposes
Corporate, theatre and competition use (live performances, presentations, seminars, meetings)
Soundtrack for video production
Soundtrack for student films, project films and other short video productions, whether for personal or commercial use
Small business professional local use (massage, therapy, dance studios or similar)
Embedded in any product for sale or for giveaway

License C - Ringtone Use Options:

Transfer a Track to one mobile phone for use as a ringtone or ringback tone

LICENSING MODES
All Tracks available from AudioSparx.com are licensed, not sold, to you by AudioSparx. Each Track is available at the AudioSparx web site on a Pay-Per-Track basis. Additionally, the majority of sounds effects and loops at AudioSparx.com are available on a Subscription basis, which gives you download access to multiple Tracks without having to license each one individually.

PAY-PER-TRACK LICENSING MODE
This option allows you to license just the individual sound effects, loops, ringtones or music tracks you desire. Personal use pricing is indicated by "(A)", commercial use pricing is indicated by "(B)". Ringtone use pricing is indicated by "(C)" which you can generally see by hovering your mouse over the pricing for each track.

Personal-Use and Ringtone-Use Licensing
The price for personal use (License A) and ringtone use (License C) is always a fixed, set fee. For either option, you pay a one-time fee and then can use the Track in perpetuity for personal use or ringtone use, depending on the license you select.

Commercial-Use Licensing: Needle-Drop and Royalty-Free Licensing Options
AudioSparx licenses Tracks, Albums and Collections from many many different sources and each source has their own licensing requirements and concerns, and we try to accomodate the various business needs of our artist and publisher base. Consequently, each track on the site is available with either a Needle-Drop license (i.e. a limited license with a specific term, territory, media, etc.) or a Royalty-Free License for a specific project (i.e. unlimited use, worldwide, for perpetuity, within the context of a specific project), or both.

Generally, music tracks are available by both Needle-Drop licensing and Royalty-Free licensing, and you select which license work best for you. Some music Tracks are available only by Need-Drop licensing due to restrictions from the publishers (owners) of such Tracks. Sound effects, beats and loops are generally available with the Royalty-Free license. There are exceptions for both types of content and ultimately you can see which licensing options are available for each specific Track by looking at the details for each Track on the site itself.

The license available for each track can be seen by whether the price for each track is fixed (i.e. a set price) or variant. Variant pricing is where the price for a license depends on how you intend to use the Track. For tracks with

label next to the price, such tracks are available for Needle-Drop licensing and also usually for Royalty-Free licensing as well. The price you pay for a license will vary based on the specific licensing options you select for your commercial-use license. To determine the price, simply add the Track to your shopping cart by clicking the

icon. For tracks without the plus/minus sign, such tracks are always licensed Royalty-Free for worldwide use, in perpetuity, for the lifetime of the project that you intend to use the track for.

SUBSCRIPTION LICENSING MODE
This option is available for clients wishing to have access to all of the content labeled with an

without having to purchase those tracks individually (this applies to both our download subscription and our ringtone subscription options).

For any Track that is licensed through our download subscription option, you may use such tracks in a royalty-free manner, worldwide, in all media, for perpetuity.

Any premium content, labeled with

, is excluded from download within the context of a subscription and must be licensed separately.

Subscription Download Limits - For Tracks available by Download Subscription, there is a download limit of 90 per hour, 360 per day and 720 per week, 1440 per month. For Ringtone Subscriptions, the download limit is 10 ringtones per day, 20 ringtones per week. These limits are in place to prevent theft of our database and to encourage clients to re-license Tracks as necessary and for subscribers to re-subscribe when their subscription runs out.

Single-User Versus Multi-User Subscriptions
- Single-User download subscriptions are valid on only one PC and may not be shared among multiple different computers or users. Failure to abide by this policy may result in immediate termination of subscription service to the offending user account without refund. The exception to this is with our multi-user download subscription service for schools, colleges, universities, libraries and other organizations, which are restricted for use on specific IP number ranges.

CUE SHEET FILING REQUIREMENT
For any music Tracks licensed by you which are embedded in a production that is to be broadcast on radio or TV, performance royalties must be paid by the broadcasting company that broadcasts the production containing the music Tracks. Consequently, for US-based clients, you are required to provide required information to AudioSparx to permit us to file cue sheets with ASCAP or BMI. For non-US-based clients, you are required to file a cue sheet for any radio or TV use with the appropriate performing rights organization in your country. This is true whether such music tracks are licensed individually (i.e. pay-per-track) or licensed on one of our Albums. Please note that the radio or TV broadcaster actually pays the performance royalties. Each track has one or more composers and one or more publishers. We provide detailed information for each track about that track's composer(s) and publisher(s), including their performing rights organization (PRO) affiliation (e.g. ASCAP, BMI, etc.). By licensing music Tracks or music Albums from AudioSparx, you acknowledge and agree that for any radio or TV uses that (for US clients) you will provide cue sheet information to AudioSparx so that we may file a cue sheet or (for non-US clients) that you will file a cue sheet with a PRO in the country where you use the music.

COMMERCIAL USE RIGHTS
The Tracks at AudioSparx.com are owned or controlled by AudioSparx. This includes both the the sound recording ("Master") and, for music tracks, the underlying musical composition ("Composition"), together known as the "Track". The rights granted for the commercial use of a Track are based upon the licensing methods available on the AudioSparx.com Web site, and the licensing option and licensing parameters selected by you. The rights associated with each specific type of licenses includes one or all of the following, depending on the specific licensing option and parameters selected by you:

1. Master use license - A master use license provides the right to use the sound recording as downloaded from AudioSparx for the specific use selected in the licensing options.

2. Mechanical and Videogram licenses - Mechanical and videogram licenses provide the right to re-record, duplicate and release the Track as part of your production in whatever medium required (i.e. CD, DVD, record, mini-disc, or embedded in a hardware product, game or similar product or production).

3. Synchronization license - Also known as a "sync license", this provides the right to use the Track as a soundtrack "synced" with visual images as part of your production.

4. Electrical transcription license - This type of license provides the right to integrate the Track into productions for audio-only broadcast, such as for radio advertisements and public announcements, as well as for background music purposes and for music on-hold.

5. Public Performance license - This may take the form of a "Direct License", provided by AudioSparx directly to the licensee providing public performance rights for the Track, eliminating the need to file cue sheets with any Performance Rights Organizations. Or it may take the form of an "indirect license", requiring that, for US-based clients you will provide cue sheet information to AudioSparx or, for non-US-based clients, that you will file a cue sheet with the appropriate Performance Rights Organization in the country where you use the music tracks.

See details further below for the usage details and specific licenses granted for each type of licensing option available at AudioSparx.

PAY-PER-TRACK LICENSING OPTIONS

PERSONAL, LOCAL AND SMALL COMMERCIAL PROJECT LICENSING OPTIONS

License Option: Personal or Student Non-Commercial & Educational Use
The Personal Use license option permits for the following types of use:

For personal enjoyment at home or on a portable music device such as an iPod
For client demos that you do not sell, give away, distribute or broadcast
For use in any type of school or student project that you will not sell, give away, distribute or broadcast
For in-class use by teachers in school, college, and training settings

License Option: Small Business Professional Local Use
This licensing option expresses a non-exclusive right to play the Track in-house "as is", in perpetuity, for "non-general public" (e.g. Licensee's personnel, job seekers and on-site guests or students) for business-related listening, such as for dance studios, massage therapy, and other therapeutic uses. This specifically excludes synchronization of the Track with other audio and/or visual elements such as for videos of any nature and also excludes use in external locations such as trade shows and competitions. Licensee does not have to pay performance royalties to any Performance Rights Organizations. This licensing option provides a commercial master use license and private performance-only license. It does not express a synchronization license or mechanical license, nor distribution, broadcast or public performance rights.

License Option: Corporate, Theater and Competition Use
Licensee has the non-exclusive right to synchronize the Track in timed relation with other audio and/or visual elements within a production, or to use the original sound recording, for purposes of business-related viewing, business meetings, corporate videos, employee orientation, in-house training, and instructional and training videos. Depending on the "audience type" selected for this licensing option, the production may be displayed, or the original sound recording may be played, within one of the following settings:

In-House: Meaning for an in-house audience such as Licensee's personnel, job seekers and other types of on-site guests. This option provides a master use license, a synchronization license, and a limited mechanical license for in-house use only. Licensee may make copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to the use of the Track on an in-house basis.
Business-to-Business: For a business-to-business environment, meaning for the display to or performance for actual or potential business clients, whether in an internal setting or an external non-public setting. This option provides a master use license, a synchronization license, a limited mechanical license, and a right of non-public performance. Licensee may make copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to the use of the Track on a business-to-business basis, NOT for use in products to be sold or given away (instead use the "Products for Sale or Giveaway" licensing option such uses)
Public: General public viewing of the created production, or performance of the Track, is permitted at trade shows, theatrical performances, competitive performances and for music-on-hold. Licensee may make copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to the use of the Track on a public performance basis, NOT for use in products to be sold or given away (instead use the "Products for Sale or Giveaway" licensing option for such uses). This licensing option provides a master use license, a synchronization license, a limited mechanical license and a direct license for public performance. Additionally for situations where music is to be used as phone system on-hold music, this option includes an electrical transcription license. Licensee does not have to pay performance royalties to any Performance Rights Organizations.

License Option: Short Film or Commercial Video
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements for use in a short film or video production less than 25 minutes in length. Commercial use of film/video is permitted within the selected territory, or for display at film festivals, or for any other video use that is NOT a Feature Film or Major Motion Picture and is not intended for major theatrical release or television broadcasting. Distribution (as in DVD distribution) and/or Internet use is also permitted if either of these options are selected for this license. This licensing option provides a master use license, a synchronization license and a direct license for public performance. Licensee does not have to pay performance royalties to any Performance Rights Organizations under this license option.

MASS DISTRIBUTION AND BROADCASTING LICENSING OPTIONS

License Option: Internet Non-Commercial Use
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements in video, HTML, Javascript, Flash, Real Audio, Shockwave, Quicktime and other similar presentation formats for use on the Internet. The Track may be embedded in an internet presentation file, synchronized with other audio and/or visual elements, or be embedded directly into a web page as a stand alone audio file. This licensing option provides both a master use license and a synchronization license, as well as a direct license for public performance and you do not have to pay performance royalties to any performing rights organizations such as ASCAP or BMI. This license is strictly for personal, student, non-profit, educational or informational uses only. Commercial Internet uses such as advertising, marketing, selling and other commercial for-profit use is prohibited (instead use the license option for Internet Advertising or Commercial).

License Option: Product for Sale or Giveaway Use
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements in a software or hardware product, and reproduce this product up to the licensed number of units allowed in the User License Agreement's "Per Project Reproduction Allowance", and make these units available for sale or giveaway. Products for sale or giveaway include Videograms (Videos, CDs, DVDs or similar), Games, Kiosks, Toys, hardware devices, as well as software or other productions that are available on CD, DVD or for download via the Internet. This licensing option provides a commercial master use license, a synchronization license, a mechanical license (for audio and non-visual products) or a videogram license (for CDs and DVDs or similar) and the right to manufacture and distribute said product up to the number of times (units to manufacture) selected during licensing. It does not express a right to broadcast the production, nor any public performance rights. Since such products are not for public performance or broadcast, Licensee does not have to pay performance royalties to any Performance Rights Organizations.

License Option: Television Show Production
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements within a production, as part of the soundtrack, for broadcast throughout the Licensed Territory. Licensee may make copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to the use described in this paragraph. Licensee may utilize the Track as part of the soundtrack only for non-theatrical broadcast viewing by the general public on the selected form(s) of television, including network TV, cable TV, pay TV, free TV or other television broadcast medium now known or hereafter devised. This licensing option provides a master use license and a synchronization license only, and optionally a videogram license if Licensee selects such option during the license configuration process. If the videogram license option is not selected by Licensee, manufacturing and distribution of media to the public for private use is prohibited with this license (use the "Product for sale or giveaway" license option instead for such purposes). Any broadcast of the Track as part of a television show will have performance royalties collected by the appropriate Performance Rights Organizations, typically paid by the broadcasting station that transmits the work, and licensee SPECIFICALLY AGREES TO FILE APPROPRIATE CUE SHEETS as directed by AudioSparx with the Performance Rights Organizations as appropriate to facilitate the collection of performance royalties for the composer and publisher of this Track.

License Option: Film or Motion Picture Production
Licensee has the right to synchronize the Track in timed relation with other audio and/or visual elements in order to create a Major Motion Picture or Feature Film or Documentary for display in the Licensed Territory. Licensee may make copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to use of the Track in Licensee's production within the Licensed Territory. This licensing option provides a master use license and a synchronization license only. Licensee does not have to pay performance royalties. Public performances of the music as part of a Motion Picture, Feature Film or other video production will have performance royalties collected by the appropriate Performing Rights Organizations (ASCAP, BMI, etc.) when the production is broadcast. Or if the production is shown in a theatre outside the U.S., the performance royalties are typically paid by the cinema company or theatre chain that actually renders the performances). Licensee SPECIFICALLY AGREES TO FILE THE APPROPRIATE CUE SHEET(S) as directed by AudioSparx with the Performance Rights Organizations as appropriate to facilitate this collection of performance royalties for the composer and publisher of this Track.

ADVERTISING LICENSING OPTIONS

License Option: Internet Advertising or Commercial
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements in Flash, Real Audio, Shockwave, Quicktime or other similar internet presentation formats for use on the World Wide Web (Internet): The Track may be embedded in an internet presentation file, synchronized with other audio and/or visual elements, or the embedded directly into a web page as a stand alone audio file. This licensing option provides a master use license, a synchronization license and a direct license for public performance. Licensee does not have to pay performance royalties to any Performance Rights Organizations.

Note: Mechanical license excluded. All Internet commercial uses permitted except for download of product with track embedded in product, which requires a mechanical license. Select the Product For Sale or Give-Away licensing option for such use.

License Option: Radio Advertising and Production Use
Licensee has the right to synchronize the Track in timed relation with other audio elements in order to create and broadcast commercial advertisements or promotional announcements on radio within the Licensed Territory. Licensee may make copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to use of the Track in a radio commercial, radio production or promotional announcement within the Licensed Territory. This includes broadcast radio, cable radio and satellite radio. This licensing option provides a master use license and an electrical transcription license only. Any broadcast of the Track as part of a radio ad, announcement or production will have performance royalties collected by the appropriate Performance Rights Organizations, typically paid by the broadcasting station that transmits the work, and licensee agrees to file the appropriate cue sheets with the Performance Rights Organizations as appropriate to facilitate this collection of performance royalties.

License Option: Television Advertising Use
Licensee has the right to synchronize the Track in timed relation with other audio and/or visual elements in order to create and broadcast commercial advertisements and/or promotional announcements on television within the Licensed Territory. Licensee may make copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to the use of the Track in a television commercial or promotional announcement in the Licensed Territory. This licensing option provides a master use license and a synchronization license. Any broadcast of the music as part of a television advertisement will have performance royalties collected by the appropriate Performance Rights Organizations, typically paid by the broadcasting station that transmits the work, and licensee agrees to file the appropriate cue sheets with the Performance Rights Organizations as appropriate to facilitate this payment of performance royalties.

License Option: Motion Picture Trailer Use
Licensee has the right to synchronize the Track in timed relation with other audio and/or visual elements in order to create a Motion Picture Trailer for display in the Licensed Territory. Licensee may make copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to use of the Track in a Motion Picture Trailer for display in the Licensed Territory. This licensing option provides a master use license and a synchronization license only. Public performances of the music as part of a Motion Picture Trailer will have performance royalties collected by the appropriate Performing Rights Organizations, typically paid by the cinema company or theatre chain that actual renders the performances. Licensee agrees to file the appropriate cue sheets with the Performance Rights Organizations as appropriate to facilitate this collection of performance royalties.

CONTENT USE LIMITATIONS
The Tracks available at AudioSparx.com may not be resold as part of other music or audio-related collections, in part or in whole. They may not be used or resold as a commodity except as part of a production that is clearly unique and distinct from the track itself. Tracks may not be copied or duplicated except for use in the licensee's productions and must only be used by the person to whom the license was given. Tracks may not be directly traded or exploited for profit or any other reason. Licensor maintains all intellectual property rights with regard to the marketing and sales of all Tracks and any infringement thereof is punishable by law.

To clarify, you may not distribute, sell, rent, lease, sublicense, assign, or otherwise transfer any of the Tracks except as incorporated in a Production. You may not distribute the Tracks independently of a Production, or with any directions or instructions as to how the Tracks may be extracted from a Production, or with any invitation, suggestion or authorization that the Tracks may be extracted from a Production. You may not alter or delete any "watermark" or other ordinarily imperceptible identifier embedded within the Tracks. You may not distribute the Tracks in native format or reformatted, filtered, re-synthesized or otherwise edited, for use as sounds, multi-sounds, samples, multi-samples, programs or patches in a sampler, sample playback unit, or on a Web site, CD, DVD, software or mobile phones. In other words, you can't resell our Tracks as "sounds" and "music"; they must be incorporated into some kind of Production to provide audio content for the Production for the end-user. For exceptions to this licensing restriction please contact info@audiosparx.com and we can discuss your desired sound or music usage on a case-by-case basis.

YOU THE PURCHASER MAY NOT
1. You may not re-record or change any music Tracks in any way without the written consent of the owners. You may, however, edit the music or sound effect to fit your Production needs.

2. You may not claim ownership or authorship of the Tracks represented under this agreement.

3. You may not transfer, share or sub-lease this license agreement with any other party.

4. You may not sell the Tracks contained herein outright to any other individual or party. (Although the music or sound effect can be sold as part of your production.)

5. You may not sell the Tracks contained herein as a cellphone ringtone. Ringtone sub-licensing deals are handled on a case-by-case basis. For more information regarding licensing of our content for mobile phone platforms, please contact info@audiosparx.com.

6. You may not download Tracks with automated downloads via software control, robots, spiders or crawlers. This activity is strictly prohibited and will result in termination of the offending user's subscription as well as immediate blockage of your IP number by firewall.

INADVERTENT ERRORS
If you license a Track from AudioSparx and choose various licensing options to arrive at a price for the Track and proceed to purchase the Track, if it then becomes apparent to AudioSparx that the licensing options that you have chosen are not appropriate for your intended use of the Track, AudioSparx reserves the right to adjust your license to correct it for your intended use of the Track. You agree that AudioSparx has the right to correct your license in this situation and if additional monies are due and owing to AudioSparx, that you agree to pay the difference in order to obtain the correct license for your intended or actual use of the Track. Since you will have already downloaded the Track and AudioSparx can't "take back" the Track, you agree that this is the only equitable solution and you will not dispute the additional fee charged to correct your license of the Track.

Furthermore if a scripting error or bug on the web site happens to inadvertently and unintentionally permit you to be able to purchase a Track (or Tracks) or Album (or Albums) or at a price that is less than the correct price advertised on the site, and you have already downloaded the content purchased, AudioSparx reserves the right to correct your invoicing and you agree to pay the difference in invoiced amounts in order to resolve the error caused by the scripting bug. Since you will have already downloaded the content from the site and AudioSparx can't "take back" the content, you agree that this is the only equitable solution and you will not dispute the additional fee charged to correct the error on the invoice.

NO REFUNDS
AudioSparx does not generally provide refunds. You have the full opportunity to preview all Tracks before you license them individually or subscribe to the site. Once you have subscribed or made a pay-per-track purchase and downloaded various Tracks, we have no way to "take back" or remove the Tracks that you may have downloaded. Consequently, all sales are final. Any requests for partial or full refunds are reviewed on a case by case basis, and certainly, if there is some problem on our end, we will work with you to resolve the problem. We strive to be fair to our clients.

In regard to the purchase of ringtones from AudioSparx, before our site will permit you to purchase a ringtone, you must test your phone's compatibility by downloading one or more of the free ringtones we provide from our mobile site audiosparx.net. You must then acknowledge that you have tested your phone and that you understand that if you proceed with the purchase that no refund will be provided after the fact. Consequently, we do not provide refunds for ringtone purchases under any circumstances whatsoever.

ACCURATE INFORMATION
You agree that all information that You provide to AudioSparx at any and all times is accurate, complete and not misleading in any material respect. You will not disclose access codes or passwords used in accessing any area of the AudioSparx website to any other party and will maintain such codes or words as confidential. You will exercise due diligence and maintain strict safeguards on all Tracks received by you from AudioSparx to prevent unauthorized use or distribution thereof.

INDEMNIFICATION
You will indemnify, save, hold harmless and defend AudioSparx from and against any and all claims, demands, suits, damages, liabilities and all reasonable expenses, including attorneys' fees, against or suffered by AudioSparx with respect to any matter that arises as a result of a breach of this Agreement by you.

LIMITATION OF LIABILITY
You agree that AudioSparx.com's cumulative liability with respect to any claims made in relation to or arising out of this agreement on any theory or basis will not exceed the license fee paid by you for the licensed Track(s), Albums, SoundPacks or other audio content.

CHOICE OF JURISDICTION
This License Agreement will be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of laws provisions. You agree that the exclusive jurisdiction for any action relating to this License Agreement will be in the federal or state courts of California.

DEFINITIONS

The Definitions presented below are for general information only, and do NOT grant any additional rights not specifically defined elsewhere in this User License Agreement.

Cue Sheet: Used by performance rights organizations for distribution of royalties collected from licensed broadcast stations, networks, radio and certain other types of public performance venues. These royalties are paid by the owners of the broadcasting stations or public performance venues, and typically are not paid by the producers of programs. Cue sheets may be filed online by going to the web site for the performance rights organization you need to file the cue sheet with.

Performance Rights Organizations: An organization (ASCAP, BMI, SESAC, SOUNDEXCHANGE, SOCAN, PRS, etc.) that represents its members (composers and publishers) by licensing, collecting and distributing performance royalties for certain types of public and broadcast performances of copyrighted works.

Motion Picture: As it is used in this User License Agreement, a motion picture is defined as a production whose primary function is non-broadcast theatrical presentations where showings of the project occur on the same day(s) in multiple theaters and a fee for viewing is charged to the general public.

Motion Picture Trailer: As it is used in this User License Agreement, a motion picture trailer is defined as a film advertisement. They are typically shown before the screening of another movie, at a cinema where the films will be exhibited, and/or in the lobby, and/or on the Internet. They are commonly known as "previews of coming attractions", although they could be any type of advertisement.

Per Project Reproduction Allowance: This represents the number of units that may be replicated or duplicated for any one project containing the music. For example, a piece of music may be used in a single production/project and reproduced up to the number of units allowed. The same piece of music may NOT be used in other different productions/projects, nor can reproductions of the production/project exceed the maximum allowance.

License Territory: Pertaining to Radio and Television broadcasts, and Major Motion Picture performances, Licensee may broadcast or perform production containing the music within the geographical scope allowed in this User License Agreement.

License Term: Pertaining to Radio and Television broadcasts, and Major Motion Picture performances, Licensee may broadcast or perform production containing the music within the geographical scope allowed in this User License Agreement.

Direct License: For some licensing options, AudioSparx provides a direct license to the licensee for the rights to perform licensed track in a public performance. At this time AudioSparx provides direct licenses free of charge. Except where stated specifically for a specified use, this User License Agreement does not convey a direct license.