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SOUND EFFECTS LICENCE AGREEMENT

This agreement governs the use of various sound recordings owned by WizzFX

Between: Chris Nicoll (“WizzFX”) trading as WizzFX; and
You as the purchaser (referred to in this Agreement as the “Licensee”);
Background: A. WizzFX is the owner of the copyright in the Sounds, and controls the Musical Works (if any) and the Literary Works (if any) embodied in the Sounds within the Territory.
B. The Licensee is a radio station, producer, production house which wishes to use the Sounds by integrating them with the Licensee’s radio programs and broadcasting, communicating (or transmitting) such programs in the Territory.
C. WizzFX wishes to grant a non-exclusive licence to the Licensee to reproduce, broadcast and communicate (or transmit) the Sounds in connection with the radio programs as described above.
Sounds: Each sound recording provided by WizzFX to the Licensee from time-to-time pursuant to this Agreement.
Fee US$50
Territory The World
Website www.wizzfx.com
Special Conditions See the attached Special Conditions, if any (which form part of this Agreement)
The Licensee and WizzFX agree to the terms set out above and in the Standard Terms and Conditions and the Licensee indicates their agreement by purchasing this product.

STANDARD TERMS AND CONDITIONS
1. Grant of Licence
1.1 In consideration of the payment of the Fee, WizzFX grants the Licensee a non-exclusive licence to reproduce, edit and combine the Sounds with the Licensee’s own projects, such as other sound recordings and audiovisual material (the “Licensee’s Material”), including on the Licensee’s website, in the Territory during the Term on the terms of this Agreement.
1.2 The Licensee may access and download the Sounds from the Website.
1.3 The Licensee may reproduce, perform, broadcast, and communicate or transmit the Licensee’s Materials embodying the Sounds in perpetuity.
1.4 The Licensee must not distribute, sell or purport to licence Sounds commercially or otherwise on a stand-alone basis, nor may you repackage, distribute, sell or purport to licence Sounds as audio samples, sound effects or sound files.
1.5 WizzFX’s catalogue of Sounds may change from time-to-time without notice, so that certain Sounds, once downloaded, may become permanently or temporarily unavailable or may be substituted or replaced from time to time.
1.6 WizzFX owns copyright in the Sounds. WizzFX warrants that it can grant the rights licensed under this Agreement. All rights not expressly granted in this Agreement are expressly reserved.
1.7 WizzFX warrants that it is the owner or controller of the entire copyright in the Sounds and the Musical Works (if any) and Literary Works (if any) and all necessary consents and approvals required for the Licensee to freely exercise the rights granted in this Agreement have been obtained by WizzFX.
2. The Licensee’s Promises
2.1 The Licensee agrees to indemnify and hold WizzFX harmless against any and all loss, damage, cost, liability or expense arising directly from any breach by the Licensee of any of the Licensee’s covenants, warranties or representations under this Agreement, which is or are not due to any violation or breach by WizzFX of its covenants, warranties or representations under this Agreement.
2.2 The Licensee may not edit or modify the Sounds other than in accordance with this Agreement.
2.3 The Licensee agrees to file with the relevant performing right collecting society (such as APRA in Australia, or PRS in the United Kingdowm) accurate and complete cue sheets and performance reports of the use of Musical Works (and/or lyrics) embodied in Sounds used by the Licensee.
3. WizzFX Obligations
3.1 WizzFX shall make the Sounds available to the Licensee via the Website within fourteen days of the execution of this Agreement.
3.2 If necessary, WizzFX shall supply in writing to the Licensee, the correct title of the Sounds and to supply the names of the authors, composers and publishers of the underlying works in the Sounds together with any additional copyright information known to WizzFX;
4. Our Liability is Limited
4.1 The Licensee acknowledges that its use of Sounds and the Website and any reliance on material on the Website is at the Licensee’s own risk. WizzFx provides the Website “as is” and to the extent permitted by law, unless expressly stated otherwise, WizzFX makes no warranties, express or implied, in relation to the Sounds or the Website, or goods or services supplied through the Website, including but not limited to warranties of accuracy, reliability, merchantability or fitness for a particular purpose or non-infringement. WizzFX does not make any warranties that the Website will be available, complete, uninterrupted or error free.
4.2 To the extent permitted by law, all express or implied terms, conditions, warranties, statements, assurances and representations in relation to the Website or any other goods or services provided by WizzFX are expressly excluded. If any of the exclusions or limitations set out in this clause are declared illegal or void or if you claim that there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by this agreement, to the extent permitted by law, our entire liability and your exclusive remedy is limited, at our discretion, to: (a) with respect to the supply of goods: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and (b) with respect to the supply of services: (i) the re-supply of the services; or (ii) the payment of the cost of having the services re-supplied.
4.3 In no event will WizzFX (including any directors, officers, agents, employees or contractors) be liable for any: direct loss; or indirect or consequential loss (even if WizzFX is aware of the possibility of such loss or if such loss was otherwise foreseeable), (including, but not limited to, loss of profits, production, data, opportunity or goodwill; or business interruption) however caused and on any theory of liability, including without limitation, contract or tort (including negligence or otherwise) arising during and/or as a result of the performance or non-performance of this Agreement by WizzFX.
5. Intellectual Property Rights & Confidentiality
5.1 The Licensee will not, except as otherwise permitted by this Agreement, make use of or otherwise infringe WizzFX’s intellectual property rights. This promise shall survive the expiration or termination of this Agreement.
5.2 The Licensee grants a worldwide, perpetual, all-media, royalty-free, non-exclusive licence to use excerpts from the Licensee’s Materials and the Licensee’s name and approved logos on the Website for promoting the services offered by WizzFX (but not by inclusion as part of WizzFX’s catalogue of Sounds).
6. Indemnity
6.1 The Licensee indemnifies, defend and hold WizzFX harmless from all liability, claims, damages and costs, including legal fees (on a lawyer/client basis), arising out of or in connection with a breach by the Licensee of any obligations, representations and warranties provided in this Agreement.
6.2 WizzFX agrees to indemnify and hold the Licensee harmless against any and all loss, damage, cost or expense, arising directly from any breach of any of the WizzFX's covenants, warranties or representations under this Agreement and which are not due to any violation or breach by the Licensee’s covenants warranties or representations under this Agreement.
7. Termination
7.1 If the Licensee breaches this Agreement, the Licensee’s licence to use any Sound is immediately revoked. WizzFX may terminate this Agreement and it may prevent the Licensee from using the Website immediately without notice for any reason including if the Licensee fails to comply with this Agreement in any way or if WizzFX discontinues operation of the Website, or WizzFX Sound catalogue.
7.2 Either party may terminate this Agreement by giving the other party more than 30 days written notice prior to the expiration of the then-current 3 month Term.
8. Governing Law and Jurisdiction
8.1 All matters arising from or relating to this Agreement and all the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement shall be governed by the laws of New South Wales, Australia without regard to conflicts of law principles. The parties submit themselves exclusively to the jurisdiction of the courts of New South Wales.
9. Severability & Entire Agreement
9.1 If one or more provisions of this Agreement are held to be invalid, such invalidity shall not affect the other provisions, and, to this extent, the provisions of this Agreement are severable. Unless expressly stated otherwise in this Agreement, this Agreement constitutes the entire agreement of the parties and supersedes all prior understandings, negotiations and agreements, written or oral, between them.
10. Force Majeure
10.1 WizzFX will not incur any liability to the Licensee on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of WizzFX. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions and failure of third party technology providers such as internet service providers and carriers.
11. Interpretation
11.1 Terms and phrases defined in the Copyright Act 1968 have the same meaning in this Agreement, unless the context otherwise requires. Plural includes singular and vice versa. A reference to a party includes that party’s permitted assigns and licensees. WizzFX may assign this Agreement. The Licensee must assign this Agreement.

This agreement governs the use of various sound recordings owned by WizzFX

Between: Chris Nicoll (“WizzFX”) trading as WizzFX; and
You as the purchaser (referred to in this Agreement as the “Licensee”);
Background:

A. WizzFX is the owner of the copyright in the Sounds, and controls the Musical Works (if any) and the Literary Works (if any) embodied in the Sounds within the Territory.
B. The Licensee is a radio station, producer, production house which wishes to use the Sounds by integrating them with the Licensee’s radio programs and broadcasting, communicating (or transmitting) such programs in the Territory.
C. WizzFX wishes to grant a non-exclusive licence to the Licensee to reproduce, broadcast and communicate (or transmit) the Sounds in connection with the radio programs as described above.
Sounds: Each sound recording provided by WizzFX to the Licensee from time-to-time pursuant to this Agreement.

Fee US$90 per 3 months

Term 3 months from delivery of the first Sound (the “Initial Period”).
After the Initial Period, the Term will automatically continue on a 3 month-to-3 month basis, provided that a sum equivalent to the Fee (or as otherwise agreed between the parties) is paid by the Licensee to WizzFX prior to the expiration of the then-current 3 month Term.

Territory The World

Website www.wizzfx.com

Special Conditions See the attached Special Conditions, if any (which form part of this Agreement)

The Licensee and WizzFX agree to the terms set out above and in the Standard Terms and Conditions and the Licensee indicates their agreement by purchasing this product.

STANDARD TERMS AND CONDITIONS
1. Grant of Licence
1.1 In consideration of the payment of the Fee, WizzFX grants the Licensee a non-exclusive licence to reproduce, edit and combine the Sounds with the Licensee’s own projects, such as other sound recordings and audiovisual material (the “Licensee’s Material”), including on the Licensee’s website, in the Territory during the Term on the terms of this Agreement.
1.2 The Licensee may access and download the Sounds from the Website.
1.3 The Licensee may reproduce, perform, broadcast, and communicate or transmit the Licensee’s Materials embodying the Sounds in perpetuity.
1.4 The Licensee must not distribute, sell or purport to licence Sounds commercially or otherwise on a stand-alone basis, nor may you repackage, distribute, sell or purport to licence Sounds as audio samples, sound effects or sound files.
1.5 WizzFX’s catalogue of Sounds may change from time-to-time without notice, so that certain Sounds, once downloaded, may become permanently or temporarily unavailable or may be substituted or replaced from time to time.
1.6 WizzFX owns copyright in the Sounds. WizzFX warrants that it can grant the rights licensed under this Agreement. All rights not expressly granted in this Agreement are expressly reserved.
1.7 WizzFX warrants that it is the owner or controller of the entire copyright in the Sounds and the Musical Works (if any) and Literary Works (if any) and all necessary consents and approvals required for the Licensee to freely exercise the rights granted in this Agreement have been obtained by WizzFX.
2. The Licensee’s Promises
2.1 The Licensee agrees to indemnify and hold WizzFX harmless against any and all loss, damage, cost, liability or expense arising directly from any breach by the Licensee of any of the Licensee’s covenants, warranties or representations under this Agreement, which is or are not due to any violation or breach by WizzFX of its covenants, warranties or representations under this Agreement.
2.2 The Licensee may not edit or modify the Sounds other than in accordance with this Agreement.
2.3 The Licensee agrees to file with the relevant performing right collecting society (such as APRA in Australia, or PRS in the United Kingdowm) accurate and complete cue sheets and performance reports of the use of Musical Works (and/or lyrics) embodied in Sounds used by the Licensee.
3. WizzFX Obligations
3.1 WizzFX shall make the Sounds available to the Licensee via the Website within fourteen days of the execution of this Agreement.
3.2 If necessary, WizzFX shall supply in writing to the Licensee, the correct title of the Sounds and to supply the names of the authors, composers and publishers of the underlying works in the Sounds together with any additional copyright information known to WizzFX;
4. Our Liability is Limited
4.1 The Licensee acknowledges that its use of Sounds and the Website and any reliance on material on the Website is at the Licensee’s own risk. WizzFx provides the Website “as is” and to the extent permitted by law, unless expressly stated otherwise, WizzFX makes no warranties, express or implied, in relation to the Sounds or the Website, or goods or services supplied through the Website, including but not limited to warranties of accuracy, reliability, merchantability or fitness for a particular purpose or non-infringement. WizzFX does not make any warranties that the Website will be available, complete, uninterrupted or error free.
4.2 To the extent permitted by law, all express or implied terms, conditions, warranties, statements, assurances and representations in relation to the Website or any other goods or services provided by WizzFX are expressly excluded. If any of the exclusions or limitations set out in this clause are declared illegal or void or if you claim that there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by this agreement, to the extent permitted by law, our entire liability and your exclusive remedy is limited, at our discretion, to: (a) with respect to the supply of goods: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and (b) with respect to the supply of services: (i) the re-supply of the services; or (ii) the payment of the cost of having the services re-supplied.
4.3 In no event will WizzFX (including any directors, officers, agents, employees or contractors) be liable for any: direct loss; or indirect or consequential loss (even if WizzFX is aware of the possibility of such loss or if such loss was otherwise foreseeable), (including, but not limited to, loss of profits, production, data, opportunity or goodwill; or business interruption) however caused and on any theory of liability, including without limitation, contract or tort (including negligence or otherwise) arising during and/or as a result of the performance or non-performance of this Agreement by WizzFX.
5. Intellectual Property Rights & Confidentiality
5.1 The Licensee will not, except as otherwise permitted by this Agreement, make use of or otherwise infringe WizzFX’s intellectual property rights. This promise shall survive the expiration or termination of this Agreement.
5.2 The Licensee grants a worldwide, perpetual, all-media, royalty-free, non-exclusive licence to use excerpts from the Licensee’s Materials and the Licensee’s name and approved logos on the Website for promoting the services offered by WizzFX (but not by inclusion as part of WizzFX’s catalogue of Sounds).
6. Indemnity
6.1 The Licensee indemnifies, defend and hold WizzFX harmless from all liability, claims, damages and costs, including legal fees (on a lawyer/client basis), arising out of or in connection with a breach by the Licensee of any obligations, representations and warranties provided in this Agreement.
6.2 WizzFX agrees to indemnify and hold the Licensee harmless against any and all loss, damage, cost or expense, arising directly from any breach of any of the WizzFX's covenants, warranties or representations under this Agreement and which are not due to any violation or breach by the Licensee’s covenants warranties or representations under this Agreement.
7. Termination
7.1 If the Licensee breaches this Agreement, the Licensee’s licence to use any Sound is immediately revoked. WizzFX may terminate this Agreement and it may prevent the Licensee from using the Website immediately without notice for any reason including if the Licensee fails to comply with this Agreement in any way or if WizzFX discontinues operation of the Website, or WizzFX Sound catalogue.
7.2 Either party may terminate this Agreement by giving the other party more than 30 days written notice prior to the expiration of the then-current 3 month Term.
8. Governing Law and Jurisdiction
8.1 All matters arising from or relating to this Agreement and all the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement shall be governed by the laws of New South Wales, Australia without regard to conflicts of law principles. The parties submit themselves exclusively to the jurisdiction of the courts of New South Wales.
9. Severability & Entire Agreement
9.1 If one or more provisions of this Agreement are held to be invalid, such invalidity shall not affect the other provisions, and, to this extent, the provisions of this Agreement are severable. Unless expressly stated otherwise in this Agreement, this Agreement constitutes the entire agreement of the parties and supersedes all prior understandings, negotiations and agreements, written or oral, between them.
10. Force Majeure
10.1 WizzFX will not incur any liability to the Licensee on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of WizzFX. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions and failure of third party technology providers such as internet service providers and carriers.
11. Interpretation
11.1 Terms and phrases defined in the Copyright Act 1968 have the same meaning in this Agreement, unless the context otherwise requires. Plural includes singular and vice versa. A reference to a party includes that party’s permitted assigns and licensees. WizzFX may assign this Agreement. The Licensee must assign this Agreement.

This agreement governs the use of various sound recordings owned by WizzFX

Between: Chris Nicoll (“WizzFX”) trading as WizzFX; and You as the purchaser (referred to in this Agreement as the “Licensee”);

Background: A. WizzFX is the owner of the copyright in the Sounds, and controls the Musical Works (if any) and the Literary Works (if any) embodied in the Sounds within the Territory.
B. The Licensee is a radio station, producer, production house which wishes to use the Sounds by integrating them with the Licensee’s radio programs and broadcasting, communicating (or transmitting) such programs in the Territory.
C. WizzFX wishes to grant a non-exclusive licence to the Licensee to reproduce, broadcast and communicate (or transmit) the Sounds in connection with the radio programs as described above.

Sounds: Each sound recording provided by WizzFX to the Licensee from time-to-time pursuant to this Agreement.

Fee: US$180 per 6 months.

Term: 6 months from delivery of the first Sound (the “Initial Period”).
After the Initial Period, the Term will automatically continue on a 6 month-to-6 month basis, provided that a sum equivalent to the Fee (or as otherwise agreed between the parties) is paid by the Licensee to WizzFX prior to the expiration of the then-current 6 month Term.

Territory: The World

Website: www.wizzfx.com

The Licensee and WizzFX agree to the terms set out above and in the Standard Terms and Conditions and the Licensee indicates their agreement by purchasing this product.

STANDARD TERMS AND CONDITIONS
1. Grant of Licence
1.1 In consideration of the payment of the Fee, WizzFX grants the Licensee a non-exclusive licence to reproduce, edit and combine the Sounds with the Licensee’s own projects, such as other sound recordings and audiovisual material (the “Licensee’s Material”), including on the Licensee’s website, in the Territory during the Term on the terms of this Agreement.
1.2 The Licensee may access and download the Sounds from the Website.
1.3 The Licensee may reproduce, perform, broadcast, and communicate or transmit the Licensee’s Materials embodying the Sounds in perpetuity.
1.4 The Licensee must not distribute, sell or purport to licence Sounds commercially or otherwise on a stand-alone basis, nor may you repackage, distribute, sell or purport to licence Sounds as audio samples, sound effects or sound files.
1.5 WizzFX’s catalogue of Sounds may change from time-to-time without notice, so that certain Sounds, once downloaded, may become permanently or temporarily unavailable or may be substituted or replaced from time to time.
1.6 WizzFX owns copyright in the Sounds. WizzFX warrants that it can grant the rights licensed under this Agreement. All rights not expressly granted in this Agreement are expressly reserved.
1.7 WizzFX warrants that it is the owner or controller of the entire copyright in the Sounds and the Musical Works (if any) and Literary Works (if any) and all necessary consents and approvals required for the Licensee to freely exercise the rights granted in this Agreement have been obtained by WizzFX.
2. The Licensee’s Promises
2.1 The Licensee agrees to indemnify and hold WizzFX harmless against any and all loss, damage, cost, liability or expense arising directly from any breach by the Licensee of any of the Licensee’s covenants, warranties or representations under this Agreement, which is or are not due to any violation or breach by WizzFX of its covenants, warranties or representations under this Agreement.
2.2 The Licensee may not edit or modify the Sounds other than in accordance with this Agreement.
2.3 The Licensee agrees to file with the relevant performing right collecting society (such as APRA in Australia, or PRS in the United Kingdowm) accurate and complete cue sheets and performance reports of the use of Musical Works (and/or lyrics) embodied in Sounds used by the Licensee.
3. WizzFX Obligations
3.1 WizzFX shall make the Sounds available to the Licensee via the Website within fourteen days of the execution of this Agreement.
3.2 If necessary, WizzFX shall supply in writing to the Licensee, the correct title of the Sounds and to supply the names of the authors, composers and publishers of the underlying works in the Sounds together with any additional copyright information known to WizzFX;
4. Our Liability is Limited
4.1 The Licensee acknowledges that its use of Sounds and the Website and any reliance on material on the Website is at the Licensee’s own risk. WizzFx provides the Website “as is” and to the extent permitted by law, unless expressly stated otherwise, WizzFX makes no warranties, express or implied, in relation to the Sounds or the Website, or goods or services supplied through the Website, including but not limited to warranties of accuracy, reliability, merchantability or fitness for a particular purpose or non-infringement. WizzFX does not make any warranties that the Website will be available, complete, uninterrupted or error free.
4.2 To the extent permitted by law, all express or implied terms, conditions, warranties, statements, assurances and representations in relation to the Website or any other goods or services provided by WizzFX are expressly excluded. If any of the exclusions or limitations set out in this clause are declared illegal or void or if you claim that there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by this agreement, to the extent permitted by law, our entire liability and your exclusive remedy is limited, at our discretion, to: (a) with respect to the supply of goods: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and (b) with respect to the supply of services: (i) the re-supply of the services; or (ii) the payment of the cost of having the services re-supplied.
4.3 In no event will WizzFX (including any directors, officers, agents, employees or contractors) be liable for any: direct loss; or indirect or consequential loss (even if WizzFX is aware of the possibility of such loss or if such loss was otherwise foreseeable), (including, but not limited to, loss of profits, production, data, opportunity or goodwill; or business interruption) however caused and on any theory of liability, including without limitation, contract or tort (including negligence or otherwise) arising during and/or as a result of the performance or non-performance of this Agreement by WizzFX.
5. Intellectual Property Rights & Confidentiality
5.1 The Licensee will not, except as otherwise permitted by this Agreement, make use of or otherwise infringe WizzFX’s intellectual property rights. This promise shall survive the expiration or termination of this Agreement.
5.2 The Licensee grants a worldwide, perpetual, all-media, royalty-free, non-exclusive licence to use excerpts from the Licensee’s Materials and the Licensee’s name and approved logos on the Website for promoting the services offered by WizzFX (but not by inclusion as part of WizzFX’s catalogue of Sounds).
6. Indemnity
6.1 The Licensee indemnifies, defend and hold WizzFX harmless from all liability, claims, damages and costs, including legal fees (on a lawyer/client basis), arising out of or in connection with a breach by the Licensee of any obligations, representations and warranties provided in this Agreement.
6.2 WizzFX agrees to indemnify and hold the Licensee harmless against any and all loss, damage, cost or expense, arising directly from any breach of any of the WizzFX's covenants, warranties or representations under this Agreement and which are not due to any violation or breach by the Licensee’s covenants warranties or representations under this Agreement.
7. Termination
7.1 If the Licensee breaches this Agreement, the Licensee’s licence to use any Sound is immediately revoked. WizzFX may terminate this Agreement and it may prevent the Licensee from using the Website immediately without notice for any reason including if the Licensee fails to comply with this Agreement in any way or if WizzFX discontinues operation of the Website, or WizzFX Sound catalogue.
7.2 Either party may terminate this Agreement by giving the other party more than 30 days written notice prior to the expiration of the then-current year of the Term.
8. Governing Law and Jurisdiction
8.1 All matters arising from or relating to this Agreement and all the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement shall be governed by the laws of New South Wales, Australia without regard to conflicts of law principles. The parties submit themselves exclusively to the jurisdiction of the courts of New South Wales.
9. Severability & Entire Agreement
9.1 If one or more provisions of this Agreement are held to be invalid, such invalidity shall not affect the other provisions, and, to this extent, the provisions of this Agreement are severable. Unless expressly stated otherwise in this Agreement, this Agreement constitutes the entire agreement of the parties and supersedes all prior understandings, negotiations and agreements, written or oral, between them.
10. Force Majeure
10.1 WizzFX will not incur any liability to the Licensee on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of WizzFX. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions and failure of third party technology providers such as internet service providers and carriers.
11. Interpretation
11.1 Terms and phrases defined in the Copyright Act 1968 have the same meaning in this Agreement, unless the context otherwise requires. Plural includes singular and vice versa. A reference to a party includes that party’s permitted assigns and licensees. WizzFX may assign this Agreement. The Licensee must assign this Agreement.

This agreement governs the use of various sound recordings owned by WizzFX

Between: Chris Nicoll (“WizzFX”) trading as WizzFX; and You as the purchaser (referred to in this Agreement as the “Licensee”);

Background: A. WizzFX is the owner of the copyright in the Sounds, and controls the Musical Works (if any) and the Literary Works (if any) embodied in the Sounds within the Territory.
B. The Licensee is a radio station, producer, production house which wishes to use the Sounds by integrating them with the Licensee’s radio programs and broadcasting, communicating (or transmitting) such programs in the Territory.
C. WizzFX wishes to grant a non-exclusive licence to the Licensee to reproduce, broadcast and communicate (or transmit) the Sounds in connection with the radio programs as described above.

Sounds: Each sound recording provided by WizzFX to the Licensee from time-to-time pursuant to this Agreement.

Fee: US$300 per year

Term: 1 year from delivery of the first Sound (the “Initial Period”).
After the Initial Period, the Term will automatically continue on a year-to-year basis, provided that a sum equivalent to the Fee (or as otherwise agreed between the parties) is paid by the Licensee to WizzFX prior to the expiration of the then-current year of the Term.

Territory: The World

Website: www.wizzfx.com

The Licensee and WizzFX agree to the terms set out above and in the Standard Terms and Conditions and the Licensee indicates their agreement by purchasing this product.

STANDARD TERMS AND CONDITIONS
1. Grant of Licence
1.1 In consideration of the payment of the Fee, WizzFX grants the Licensee a non-exclusive licence to reproduce, edit and combine the Sounds with the Licensee’s own projects, such as other sound recordings and audiovisual material (the “Licensee’s Material”), including on the Licensee’s website, in the Territory during the Term on the terms of this Agreement.
1.2 The Licensee may access and download the Sounds from the Website.
1.3 The Licensee may reproduce, perform, broadcast, and communicate or transmit the Licensee’s Materials embodying the Sounds in perpetuity.
1.4 The Licensee must not distribute, sell or purport to licence Sounds commercially or otherwise on a stand-alone basis, nor may you repackage, distribute, sell or purport to licence Sounds as audio samples, sound effects or sound files.
1.5 WizzFX’s catalogue of Sounds may change from time-to-time without notice, so that certain Sounds, once downloaded, may become permanently or temporarily unavailable or may be substituted or replaced from time to time.
1.6 WizzFX owns copyright in the Sounds. WizzFX warrants that it can grant the rights licensed under this Agreement. All rights not expressly granted in this Agreement are expressly reserved.
1.7 WizzFX warrants that it is the owner or controller of the entire copyright in the Sounds and the Musical Works (if any) and Literary Works (if any) and all necessary consents and approvals required for the Licensee to freely exercise the rights granted in this Agreement have been obtained by WizzFX.
2. The Licensee’s Promises
2.1 The Licensee agrees to indemnify and hold WizzFX harmless against any and all loss, damage, cost, liability or expense arising directly from any breach by the Licensee of any of the Licensee’s covenants, warranties or representations under this Agreement, which is or are not due to any violation or breach by WizzFX of its covenants, warranties or representations under this Agreement.
2.2 The Licensee may not edit or modify the Sounds other than in accordance with this Agreement.
2.3 The Licensee agrees to file with the relevant performing right collecting society (such as APRA in Australia, or PRS in the United Kingdowm) accurate and complete cue sheets and performance reports of the use of Musical Works (and/or lyrics) embodied in Sounds used by the Licensee.
3. WizzFX Obligations
3.1 WizzFX shall make the Sounds available to the Licensee via the Website within fourteen days of the execution of this Agreement.
3.2 If necessary, WizzFX shall supply in writing to the Licensee, the correct title of the Sounds and to supply the names of the authors, composers and publishers of the underlying works in the Sounds together with any additional copyright information known to WizzFX;
4. Our Liability is Limited
4.1 The Licensee acknowledges that its use of Sounds and the Website and any reliance on material on the Website is at the Licensee’s own risk. WizzFx provides the Website “as is” and to the extent permitted by law, unless expressly stated otherwise, WizzFX makes no warranties, express or implied, in relation to the Sounds or the Website, or goods or services supplied through the Website, including but not limited to warranties of accuracy, reliability, merchantability or fitness for a particular purpose or non-infringement. WizzFX does not make any warranties that the Website will be available, complete, uninterrupted or error free.
4.2 To the extent permitted by law, all express or implied terms, conditions, warranties, statements, assurances and representations in relation to the Website or any other goods or services provided by WizzFX are expressly excluded. If any of the exclusions or limitations set out in this clause are declared illegal or void or if you claim that there has been a breach of a term, condition, warranty, statement or assurance which cannot be excluded by this agreement, to the extent permitted by law, our entire liability and your exclusive remedy is limited, at our discretion, to: (a) with respect to the supply of goods: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and (b) with respect to the supply of services: (i) the re-supply of the services; or (ii) the payment of the cost of having the services re-supplied.
4.3 In no event will WizzFX (including any directors, officers, agents, employees or contractors) be liable for any: direct loss; or indirect or consequential loss (even if WizzFX is aware of the possibility of such loss or if such loss was otherwise foreseeable), (including, but not limited to, loss of profits, production, data, opportunity or goodwill; or business interruption) however caused and on any theory of liability, including without limitation, contract or tort (including negligence or otherwise) arising during and/or as a result of the performance or non-performance of this Agreement by WizzFX.
5. Intellectual Property Rights & Confidentiality
5.1 The Licensee will not, except as otherwise permitted by this Agreement, make use of or otherwise infringe WizzFX’s intellectual property rights. This promise shall survive the expiration or termination of this Agreement.
5.2 The Licensee grants a worldwide, perpetual, all-media, royalty-free, non-exclusive licence to use excerpts from the Licensee’s Materials and the Licensee’s name and approved logos on the Website for promoting the services offered by WizzFX (but not by inclusion as part of WizzFX’s catalogue of Sounds).
6. Indemnity
6.1 The Licensee indemnifies, defend and hold WizzFX harmless from all liability, claims, damages and costs, including legal fees (on a lawyer/client basis), arising out of or in connection with a breach by the Licensee of any obligations, representations and warranties provided in this Agreement.
6.2 WizzFX agrees to indemnify and hold the Licensee harmless against any and all loss, damage, cost or expense, arising directly from any breach of any of the WizzFX's covenants, warranties or representations under this Agreement and which are not due to any violation or breach by the Licensee’s covenants warranties or representations under this Agreement.
7. Termination
7.1 If the Licensee breaches this Agreement, the Licensee’s licence to use any Sound is immediately revoked. WizzFX may terminate this Agreement and it may prevent the Licensee from using the Website immediately without notice for any reason including if the Licensee fails to comply with this Agreement in any way or if WizzFX discontinues operation of the Website, or WizzFX Sound catalogue.
7.2 Either party may terminate this Agreement by giving the other party more than 30 days written notice prior to the expiration of the then-current year of the Term.
8. Governing Law and Jurisdiction
8.1 All matters arising from or relating to this Agreement and all the transactions it contemplates, including, without limitation, its validity, interpretation, construction, performance and enforcement shall be governed by the laws of New South Wales, Australia without regard to conflicts of law principles. The parties submit themselves exclusively to the jurisdiction of the courts of New South Wales.
9. Severability & Entire Agreement
9.1 If one or more provisions of this Agreement are held to be invalid, such invalidity shall not affect the other provisions, and, to this extent, the provisions of this Agreement are severable. Unless expressly stated otherwise in this Agreement, this Agreement constitutes the entire agreement of the parties and supersedes all prior understandings, negotiations and agreements, written or oral, between them.
10. Force Majeure
10.1 WizzFX will not incur any liability to the Licensee on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of WizzFX. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions and failure of third party technology providers such as internet service providers and carriers.
11. Interpretation
11.1 Terms and phrases defined in the Copyright Act 1968 have the same meaning in this Agreement, unless the context otherwise requires. Plural includes singular and vice versa. A reference to a party includes that party’s permitted assigns and licensees. WizzFX may assign this Agreement. The Licensee must assign this Agreement.