Viralnoise-Single Use License
Updated November, 2024
1. This is a binding contract.
Please know that this is not another click and ignore it terms of use agreement, this Single Use License sets forth very important information regarding the specific terms and conditions which allow you to use the one (1) sounds recording (whether music or sound effect) (the “Music Cue”) you have selected from the Viralnoise Site in the one (1) specific Product (the name of which you have provided to Viralnoise) for which you have licensed the Music Cue. If you wish to use more than one Music Cue or create more than one Project, you must secure and pay for multiple Single Use Licenses or purchase one of our subscription plan licenses.
a. By purchasing this Single Use License (the “Agreement”) with Viralnoise LLC (“Viralnoise”), you are agreeing to be legally bound by all of the terms set forth in this Agreement in connection with your with Viralnoise, as well as those set forth in the Terms of Use, the Privacy Policy and the Cookie Policy, each of which can be found on the Viralnoise Site, and are also deemed incorporated herein by this reference as if set forth in full.
b. By entering into this Agreement you warrant and represent to Viralnoise that you are (i) at least 18 years of age (or are the parent or guardian of a child between the ages of 16 and 18 years of age and have specifically authorized your child to use the Viralnoise Site and agree to be bound by this Agreement and the Terms of Use, the Privacy Policy and the Cookie Policy and to be responsible for their conduct) and (ii) authorized to do so, including, without limitation that if you have entered into this Agreement on behalf of a third party (regardless of if your relationship with that third party is one of employment or independent contractor), you additionally warrant and represent that you are authorized to bind that third party to this Agreement as well, and all references to you or your will include that third party as well.
2. Grant of Rights. Subject to the terms and conditions of this Agreement, in exchange for payment of the price (the “Fee”) stated from time-to-time on the website (or quoted in the case of a Custom License) Viralnoise hereby grants you the non-exclusive, non-transferable and non-assignable right to use the Music Cue in synchronism or timed relation with the Project by means of the Media and in the Territory for which you paid the applicable license fee.
a. Media/Territory: You may make use of the type of Media and in the Territory which is selected and paid for by you through the Viralnoise Site, only. If you are interested in securing a “Custom License,” for a type of use that is not specifically offered as a Single Use License through the Viralnoise Site, including, for example, for use in connection with, trailers, feature films, television shows, theme songs, sonic branding, large scale video games, please Request Quote.
b. You are granted the right to access the Viralnoise Site located at www.viralnoise.com, in order to search for, preview and download any of the Music Cue, to make copies of the Music Cue, to download the Music Cue, and to embody the Music Cue (including by synchronization) into the one audio or audiovisual production created by you (the “Project”) for exploitation in the Media and Territory solely as allowed based upon the Fee you paid.
3. Reserved Rights: Viralnoise reserves to itself the copyright and all uses and rights in and to the Musical Cue not herein licensed.This Agreement does not cover any music cues used in the Project by you not obtained from Viralnoise. Furthermore, you agree that you will not use the Music Cue in connection with problematic subject matter, such as adult materials (including pornography and/or escort services), political or religious content, including, without limitation endorsement of any party, candidate or elected official.
4. Limitations on Use. You may not make alterations to the Music Cue, other than for purposes of timing, i.e., you may use less than the entire Music Cue and/or may use the Music Cue more than once in the Project.
5. Monetization of Subscriber Projects.
a. Provided that you are not in breach of the terms and conditions of this Agreement, nothing contained herein shall exclude you from clearing your Project for monetization on Authorized Platforms which allow for same, e.g., YouTube offering such options, that is, you allowing (and receiving payment from) the display of third-party ads in connection with your Project. It is your responsibility to clear or whitelist the URL for each channel and/or Project (including on your client’s channels) on Authorized Platforms by following the directions established by Viralnoise, from time-to-time.
b. Why you need to clear through Viralnoise? Please be aware that Viralnoise monetizes unlicensed use of the Music Cues on YouTube and/or other platforms. Without accurate clearing, Viralnoise cannot discern your licensed Project from an unlicensed use. You therefore acknowledge and agree that Viralnoise reserves the right to monetize any Music Cues and the Project in which they appear if not properly cleared. If that occurs, or you otherwise receive a claim from Viralnoise (or a platform on behalf of Viralnoise), please feel free to use this link to notify Viralnoise to request clearance of your Project and removal of Viralnoise monetization. You also acknowledge and agree that Viralnoise has no obligation to, and will not reimburse you for any monetization of your Project by Viralnoise prior to proper clearance and/or for inadvertent monetization by Viralnoise.
6. Ownership and Intellectual Property Rights.
a. For avoidance of any confusion, Viralnoise exclusively owns and controls any and all rights, including without limitation under copyright, throughout the world and in perpetuity (including all renewals and extensions thereof) in and to the Viralnoise Site and each and every Music Cue, which rights include, without limitation both the performer/composer and rights holder shares of public performance rights, including Neighboring Rights, and is the sole party entitled to receive all of the same.
b. All trademarks, service marks, logos, product and service names, designs, images, and slogans (“Marks”) appearing within the Viralnoise Site are owned by Viralnoise or its affiliates or licensors. You may not use such Marks without Viralnoise’s prior written consent in each instance.
c. This Agreement grants to you solely the limited use rights explicitly set forth herein, all other rights are specifically reserved to Viralnoise, and nothing contained herein shall grant to you (or any other party) any ownership interest whatsoever as a result of your license, the Agreement or your use of a Music Cue.
7. Credits. If and to the extent such credits are normally granted and/or any other music licensor is accorded credit, then you shall provide Viralnoise with credit in connection with your use of the Music Cue in substantially the following manner, “[Title of Music Cue], appears courtesy of Viralnoise”; it being agreed that when possible, the credit will be displayed as a hyperlink to www.viralnoise.com.
8. Performance Royalties / Cue Sheets.
a. Notwithstanding anything to the contrary implied herein, you acknowledge that the performance royalty free aspect of this Agreement relates only to online exploitation methods; if and to the extent that your Project is exploited on or through a medium other than online (including if it begins online and then moves offline, e.g., TV or theatrical), then such medium must have a blanket public performance license in place with the appropriate United States based performing rights organization and Viralnoise (and its composers) shall be entitled to collect the same.
b. In the event you exploit or allow the exploitation of the Project by means of any medium that retains valid performance licenses from the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), or other applicable performing rights society, including, but not limited to by means of broadcast TV, film or SVOD (if and to the extent allowed under your license) you shall deliver to Viralnoise a music cue sheet with regard to such Project within thirty (30) days of the initial exploitation of the subject Project by any such means.
9. Liability.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, ANY COSTS OR EXPENSES IN CONNECTION WITH THE REPLACEMENT OF ANY PRODUCTS, GOODS, MATERIALS, OR SERVICES BOUGHT OR SOLD THROUGH THE VIRALNOISE SITE, OR ANY OTHER LOSSES, LOST PROFITS, LOSS OF DATA, OR OPPORTUNITY COSTS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($100.00). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT (I.E., THE EXISTENCE OF MORE THAN ONE (1) CLAIM WILL NOT ENLARGE THIS LIMIT). ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO YOUR USE OF THE VIRALNOISE SITE OR MUSIC CUES OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.
The foregoing limitations of liability do not apply, to the extent allowed by applicable law, in connection with damage caused by fraud, willful misconduct, or gross negligence of a party, including without limitation a violation by you of Sections 3 and/or 4.
10. Disclaimers.
THE VIRALNOISE SITE AND SERVICES ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS. VIRALNOISE MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE VIRALNOISE SITE, SERVICES OR ANY MUSIC CUES, OR THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE, LOSS OF DATA OR RESULTS OF USE OF THE VIRALNOISE SITE, SERVICES OR ANY MUSIC CUES. WITHOUT LIMITING THE FOREGOING, VIRALNOISE EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE VIRALNOISE SITE, SERVICES OR ANY MUSIC CUES WILL BE ACCURATE, ERROR-FREE, OR UNINTERRUPTED. FURTHER, TO THE FULL EXTENT PERMISSIBLE BY LAW, VIRALNOISE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, NONINFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE.
VIRALNOISE DOES NOT WARRANT THAT THE VIRALNOISE SITE, SERVICES OR ANY MUSIC CUES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING APPS) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE VIRALNOISE SITE, SERVICES OR ANY MUSIC CUES, VIRALNOISE’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM VIRALNOISE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
11. Indemnification.
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Viralnoise, its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of this Agreement (including of the Terms of Use), or your use of the Viralnoise Site or any Music Cue, including, but not limited to, actions under your account name, your violation of any law or regulation or any rights of another, your Project, third-party sites, and any use of content other than as expressly authorized under this Agreement. Viralnoise reserves the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive any termination of this Agreement.
12. Third Party Platforms.
a. Viralnoise may provide tools that enable you to link your account with third party applications, websites, and other services (“3rd Party Site”) to make the Services and Music Cues licensed by you as a user and/or to clear your Project. If you do so, you may also be subject to the terms of use and privacy policy of the provider of that 3rd Party Site. For example, by linking your account on Viralnoise with an account on YouTube, you are agreeing to be bound by and subject to YouTube’s Terms of Service which are available here: https://www.youtube.com/t/terms. Viralnoise is not responsible or liable for behavior, content or features of any 3rd Party Site.
b. If you do connect your Viralnoise account to a 3rd Party Site, Viralnoise may automatically share your activity with that 3rd Party Site, including the content you consume. You understand and agree that such information may be attributed to your account on the 3rd Party Site and may be published on such service. You understand and agree that a 3rd Party Site use of information collected from you (or as authorized by you) is governed by the 3rd Party Site’s privacy policies and your settings on the relevant service, and our use of such information is governed by Viralnoise’s privacy policy and your account settings.
13. Electronic Communications.
When you use the Viralnoise Site, or Services, or send e-mails, text messages, and other communications from your computer or mobile device to Viralnoise, you may be communicating with Viralnoise electronically. You consent to receive communications from Viralnoise electronically, such as e-mails, texts, mobile push notices, or notices and messages on the Viralnoise Site, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that Viralnoise provides to you electronically satisfy any legal requirement that such communications be in writing.
14. Force Majeure.
In addition to any excuse provided by applicable law, Viralnoise shall be excused from liability for non-delivery or delay in access to the Viralnoise Site and/or in delivery of the Music Cue or other files available through the Viralnoise Site arising from any event beyond Viralnoise’s reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, epidemic or pandemic, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
15. Severability.
If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect, and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term.
16. Assignment.
You may not assign or pledge, in whole or in part, any of your rights and/or obligations under this Agreement without Viralnoise’s prior written consent. Viralnoise may transfer and/or assign or pledge this Agreement in whole or in part and any of its rights and/or obligations hereunder.
17. Entire Agreement; Amendment.
This Agreement, together with the Terms of Use, the Privacy Policy and the Cookie Policy constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. This Agreement may not be altered, supplemented, or amended except by Viralnoise, which it may do at its discretion, which changes shall be noticed on the Viralnoise Site. Your continued use of the Viralnoise Site following posting of such changes indicates you are expressly acknowledging your acceptance of such changes.
18. Survival.
The terms and conditions of this Agreement shall survive termination or expiration of this Agreement and/or your use of the Viralnoise Site.
19. Waiver.
No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
20. Remedies.
You agree that any violation, or threatened violation, by you of this Agreement, including, without limitation Sections 3 & 4, constitutes an unlawful and unfair business practice that will cause Viralnoise irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to Viralnoise obtaining any injunctive or equitable relief that Viralnoise may deem necessary or appropriate. These remedies are in addition to any other remedies Viralnoise may have at law or in equity.
21. Binding Arbitration.
Any dispute or claim relating in any way to this Agreement or your use of the Music Cues, or Viralnoise Site will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this agreement. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
22. Jurisdiction and Governing Law.
These Terms shall be construed, governed, and enforced under the laws of the United States and the State of California (without regard to rules governing conflict of laws). You agree that venue for all actions, relating in any manner to these Terms, shall be in Los Angeles County, California. In the event that Arbitration and Class Action Waiver is found to be unenforceable, each party hereby consents and submits to the in personam jurisdiction of the federal or state courts located in Los Angeles County, California, and to the extent permitted by law, hereby consents that all services of process may be made by any nationally recognized overnight courier, or by certified or registered mail, postage prepaid and return receipt requested. Each party waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. Each party agrees that a final judgment in any such action shall be conclusive and may be enforced in any other jurisdiction in any manner provided by law.
23. International issues.
Although the Viralnoise Site may be accessible worldwide, Viralnoise makes no representation that materials on the Viralnoise Site are appropriate or available for use in locations outside the United States. Those who choose to access the Viralnoise Site from other locations do so on their own initiative and at their own risk. If you choose to access the Viralnoise Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the internet. Any offer for any Music Cue, and/or information made in connection with the Viralnoise Site, is void where prohibited. You may not use any Viralnoise Music Cues if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Viralnoise Site. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.
By clicking “I accept the license terms applicable to my Single Use License” and paying the Fee you agree to be legally bound by this Agreement.