Audio Standard License

• "You" or "your" means you, but if you are accepting on behalf of your employer or another entity for which you are an authorized agent, then "you" or "your" means your employer or principal entity;
• "Ultrashock" or "we" or "us" or "our" means Ultrashock, LLC, a California limited liability company, as the owner and operator of the Site; and
• "Product" means any and all photographic images, vector art, sound recordings, music, Flash files, film or video footage, visual representations or other illustrations, animations, software or other digital media generated electronically or digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material.

1. Subject to the terms of this License Agreement, and in consideration of your payment of the fees required by Ultrashock to download the Product, we hereby grant to you a royalty-free, non-exclusive, non-transferable (subject to Section 3.r, below), worldwide right and license to use the Product as authorized under subsection 2 ("Standard License"). You agree that Ultrashock or its suppliers, as applicable, retain all other rights in and to the Product, including without limitation all copyright and other intellectual property rights relating to the Product.
2. The Standard License authorizes you to use the Product for the following purposes, unless the use is specifically prohibited under subsection 3 (Standard Restrictions and Prohibitions):
   1. as incorporated into your (free, give-away) electronic advertising and promotional items, including Web pages, screensavers, wallpaper, e-cards, video, video games, podcasts and commercials (non-broadcast); 
   2. as incorporated into your (free, give-away) physical advertising and promotional items, including but not limited to stickers, mugs, t-shirts, mouse pads, flyers, posters, catalogues, and brochures; and
   3. any other uses approved in writing by Ultrashock.

1. You may not distribute, whether or not for profit, any Product in its unaltered form whether alone or as part of a collection, in whole or in part.
2. You may not print any visual Product, in its unaltered form, on a t-shirt, poster, mug or other physical medium and distribute it to others whether or not for profit.
3. You must incorporate Product downloaded from Ultrashock into or with other print or electronic media to create a separate product/production ("End Product") that is clear and distinct (i.e., "substantially different") from the Product itself. For example, and not in limitation of the foregoing: (i) for audio-only End Products that incorporate audio Product, you must voice over or otherwise alter the audio Product in intervals of 15 seconds or less, or combine the audio Product with other audio elements so that your End Product is "substantially different" from the audio Product itself; (ii) for visual End Products that incorporate audio Product, you may use it in its entire length; (iii) for visual End Products that incorporate image or other graphic Product, you must substantially alter the image or graphic or combine it with other visual elements so that your End Product is "substantially different" from the image or other graphic Product itself; and (iv) Audio Products may not be re-recorded or copied except as incorporated into your End Product.
4. You may not sell for profit any item described in Section 2.b.i. unless you acquired the following Extended License - Single Commercial or Unlimited Commercial.
5. You may not sell for profit any item described in Section 2.b.ii. unless you acquired the following Extended License - Single Commercial or Unlimited Commercial..
6. You may not use any Product as part of trade-mark, design-mark, trade-name, business name, service mark, or logo.
7. You may not download, install or use more than one (1) copy of the Product on more than one (1) computer at a time, or post a copy of the Product on a network server or Web server for use by other users, unless you purchase the applicable license for each additional user.
8. You may make one (1) copy of the Product solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.
9. You may not use any Product as part of any "template" application for distribution whether or not for profit, including without limitation, any form templates for use as a Web site, Flash program, PowerPoint, business cards, electronic greeting cards, brochure design, etc.
10. You may not use any Product that is, or is considered by Ultrashock or applicable law to be, pornographic, obscene, immoral, infringing, defamatory, libelous or discriminatory on legally prohibited grounds, for political campaigns, or reasonably likely to bring any person or property reflected in the Product into disrepute.
11. You may not use any Product that features a model or person in any way that (i) states or implies that such model or person uses or endorses any business, product, service, cause or other subject matter; or (ii) associates such model or person with any social or morally sensitive issue or subject matter, including without limitation, issues or matters relating to mental and physical health, social causes, religion, political campaigns or causes, sexual activity or preferences, substance abuse, crime, physical or mental abuse or illnesses, or any other issue or matter that may place such model or person in an unflattering or negative light.
12. To the extent that a Product contains software, you may not reverse engineer, decompile, or disassemble or otherwise translate the software into human-readable (non-object code) form.
13. You may not remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Product.
14. You may not assign or otherwise transfer your rights granted under this License Agreement without Ultrashock prior written consent, and any assignment or other transfer without such consent by Ultrashock shall be void; provided, however, if you are hired as an independent contractor by the third party for the express purpose of acquiring a Product to prepare an End Product for use by such third party, you may transfer only the End Product to such third party for use as permitted by this License Agreement; provided, further, that such third party agrees to be bound by the terms of this License Agreement excluding the provisos in this Section 3.r.
15. You may not use any visual Product for editorial purposes without including the following credit adjacent to the Product: "©Ultrashock.com/[Artist's Name]".
16. If you wish to use a Product for any use not expressly licensed under this License Agreement, such use will require a separate agreement with Ultrashock. Ultrashock would be happy to discuss your proposed use and the necessary terms and conditions of that agreement. Please contact Ultrashock for guidance by calling +1 714 371 4012 or via http://www.ultrashock.com/support. This License Agreement does not contain any implied rights. All rights not expressly granted hereunder are reserved by Ultrashock.

EXCEPT FOR THE SPECIFIC WARRANTIES STATED BY ULTRASHOCK IN PARAGRAPH 6, ABOVE, ALL PRODUCTS ARE PROVIDED BY ULTRASHOCK "AS IS" WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, AND ULTRASHOCK HEREBY DISCLAIMS THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ULTRASHOCK DOES NOT REPRESENT OR WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. SHOULD THE PRODUCT PROVE DEFECTIVE IN ANY RESPECT WHATSOEVER, YOU (AND NOT ULTRASHOCK) ASSUME AND BEAR THE ENTIRE RISK AND COST OF LOSS REGARDING SAME. Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

1. THE ENTIRE RISK ARISING OUT OF THE USE OF THE PRODUCTS REMAINS WITH YOU. IN NO EVENT SHALL ULTRASHOCK OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE ANY PRODUCTS OR OTHERWISE ARISING OUT OF THE USE OF THE SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF ULTRASHOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT ANY LIMITATION OF LIABILITY SHALL FAIL OF ITS ESSENTIAL PURPOSE, THE MAXIMUM LIABILITY THAT ULTRASHOCK SHALL HAVE TO YOU IS LIMITED TO ANY AMOUNTS ACTUALLY PAID BY YOU TO ULTRASHOCK IN RESPECT OF THE USE OF THE RELEVANT PRODUCT.
2. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

1. You agree that all matters relating to your access to or use of the Products, including all disputes arising out of this License Agreement, will be governed by the laws of the United States and by the laws of the State of California without regard to its conflicts of laws provisions, and will not be governed by the United Nations Convention on Contracts for the International Sale of Goods the application of which is expressly excluded. You agree to the personal jurisdiction by and venue in the state and federal courts in Orange County, California. Any and all suits or proceedings between you and Ultrashock shall be conducted in the English language.
2. This License Agreement is personal to you and is not assignable by you, in whole or in part, without Ultrashock's prior written consent. We reserve the right to assign this License Agreement without notice to you or your consent so long as the assignee agrees to be bound by its terms.
3. You agree to pay for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Product, pursuant to this License Agreement, and to reimburse Ultrashock upon demand for any of the foregoing paid or required to be paid by Ultrashock.
4. In the event that any of the provisions of this License Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.
5. The original of this License Agreement has been written in English. You waive any right you may have under the law of any jurisdiction to have this License Agreement written in any language other than English.
6. The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind.