By downloading royalty-free music from Butler Productions, you are stating that you
agree to the following terms of use:
MUSIC LICENSE AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU, YOUR COMPANY, YOUR EMPLOYER AND/OR YOUR CLIENT (in the case you are an
agent acting for a single client), AS THE CASE MAY BE (COLLECTIVELY "YOU"), AND CLAY BUTLER MUSIC ("License Agreement"). "CLAY
BUTLER MUSIC" WHEN USED HEREIN SHALL MEAN CLAY BUTLER MUSIC, BUTLER PRODUCTIONS, OR ITS WHOLLY OWNED
SUBSIDIARIES, AFFILIATES AND DISTRIBUTORS, AS THE CASE MAY BE. THIS LICENSE AGREEMENT APPLIES, WITHOUT
LIMITATION, TO THE WEBSITES CURRENTLY LOCATED AT CLAYBUTLERMUSIC.COM AND ANY INTERNATIONAL OR OTHER
VERSIONS OF THE FOREGOING, FUTURE CLAY BUTLER MUSIC WEBSITES AND/OR ANY CONTENT DELIVERED VIA ANY STORAGE
MEDIA.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS. YOUR ACCEPTANCE OF THESE TERMS IS AN ABSOLUTE CONDITION TO
YOUR ACCESS TO AND USE OF ANY CONTENT. DOWNLOADING AND/OR USING ANY CONTENT FROM CLAY BUTLER MUSIC CONFIRMS
YOUR ACCEPTANCE OF THESE TERMS AND FORMS A LEGAL CONTRACT BETWEEN YOU AND CLAY BUTLER MUSIC. CLAY BUTLER
MUSIC reserves the right to change any of the terms of this License Agreement at any time, and you agree to be bound by such changes. If
you do not agree to the following terms, as may be amended, do not download or use any Content.
DEFINITIONS
"Content" shall mean music, sounds, and sound effects regardless of whether the Content is obtained via download from any CLAY BUTLER
MUSIC website, delivered via any Storage Media that is now known or may become known in the future, or obtained from a CLAY BUTLER
MUSIC' authorized distributor, together with all accompanying material.
"Comp Usage" is defined as the creation of a temporary test use, rough layout of a proposed work for client review, internal company review or
testing. The Content may not be used in any materials distributed or accessible to the public or in any final product or use, including, without
limitation, any online or other electronic distribution system (except you may transmit comps digitally or electronically for their review) and
may not be sold or sublicensed alone or as part of any product.
"Invoice" shall mean any computer-generated or printed form or document provided by CLAY BUTLER MUSIC, or any of CLAY BUTLER
MUSIC' authorized distributors, that sets forth, without limitation, the specific parties contracting for use of the Content selected, the limitations
on the license (if any) of the Content and the corresponding price(s) for the license of such Content. The term "Invoice" includes any
confirmation pages, or receipts provided to you in connection with an on-line payment transaction that contain additional licensing terms. For
rights managed subscription plans, "Invoice" shall include any User provided submissions describing the use or uses and limitations for each
use in connection with the Content. Such User use submissions shall be completed in detail prior to accessing the Content.
"Storage Media" shall mean CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter
created.
"User" shall mean the individual, legal entity or agent entering into this license agreement or any employee or contractor of such individual,
legal entity or agent that edits, manipulates or modifies the Content or is otherwise directly involved in the creative process. All Users shall only
use the Content in accordance with the terms of this License Agreement.
"You" or "you" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting
on behalf of a single individual or entity.
Copyright:
The Content is copyrighted and protected under the various laws of the United States, International treaties and other applicable laws. The
Content shall remain the sole and exclusive property of CLAY BUTLER MUSIC, or its licensors. Use of the Content is licensed, not sold,
pursuant to the terms of this License Agreement. Use of the Content without agreeing to this License Agreement, or a breach of these License
Agreement terms, is copyright infringement.
I. LICENSE TERMS FOR ROYALTY FREE CONTENT
(A) Grant:
(I) Paid License: CLAY BUTLER MUSIC grants you a perpetual, non-exclusive, non-transferable, one (1) User direct license to use the Content
only as provided in this License Agreement. Licenses for multiple users and mass-market distribution are sold separately. See Section III (A) for
special terms related to subscription purchases.
(II) Comp Usage: CLAY BUTLER MUSIC grants you the non-exclusive and non-transferable right to use Content for Comp Usage for a period
not to exceed sixty (60) days.
(B) Permitted Uses For Royalty Free Content. You MAY, subject to Section I(C) below:
(I) Use the Content for media projects including, but not limited to: internet streaming and synchronization, video productions, audio
productions, film productions, broadcast (video, audio, Internet), multi-media presentations, music within software packages.
(II) Use the Content in multiple physical locations including, but not limited to: in-store/in-office background music and telephone on-hold, not
to exceed five (5) physical locations.
(III) Distribute up to five thousand (5,000) units of an item (including CD, DVD and software) that incorporates the Content.
(IV) Back up, and store on a single server, a single copy of the Content, as necessary for archival, tracking or asset management purposes only.
(V) Modify or alter the Content as necessary for your use, subject to the terms of Section III(E)(II), and provided that if such modification or
alteration constitutes a derivative work you do not acquire any copyright ownership or equivalent rights in or to any of the Content or any other
property of CLAY BUTLER MUSIC or its licensors and you shall only use such derivative work in accordance with this License Agreement. If
requested by CLAY BUTLER MUSIC, you agree to execute a written assignment of any such rights, including copyrights, without payment of
additional consideration by CLAY BUTLER MUSIC.
(VI) Use the Content for any other uses approved in writing by CLAY BUTLER MUSIC prior to the use.
(C) Prohibited Uses For Royalty Free Content: You may NOT:
(I) Use in more than five (5) physical locations without written permission.
(II) Distribute more than five thousand (5,000) units of an item that incorporates the Content without written permission.
(III) Sublicense, sub-distribute, resell, re-record, transfer, or assign the Content or rights to the Content for any purpose.
(IV) Use the title or subtitle of the Content as the title of an item that incorporates the Content.
(V) Copy or reproduce the Content, except as specifically provided for in Section I (B).
(VI) Use the Content, including titles or subtitles, or any other part of the Content, as part of a trademark, service mark, or logo. CLAY BUTLER
MUSIC or its licensors retain the full rights to the Content, and therefore you cannot establish your own rights.
(VII) Use the Content in any downloadable format intended for multiple distribution including, without limitation, in a product that enables an
end-user to create his/her own soundtrack using the Content, in a template-based system that resells products including the Content, in a
"build-it-yourself" media tool. Contact publishing@claybutlermusic.com to find out about a special license for such use.
(VIII) Resell, assign, transfer, convey or otherwise transfer the Content for use in mobile or wireless devices, including but not limited to mobile
telephones, handheld game consoles, and PDAs. Such usage is subject to additional licensing fees. Please contact
puslishing@claybutlermusic.com for information on reseller licenses.
(IX) Use the Content as a component of a larger musical composition, including but not limited to, "sample-based" musical productions.
Contact publishing@claybutlermsic.com to find out about a special license for such use.
(X) Use the Content to compete with CLAY BUTLER MUSIC. CLAY BUTLER MUSIC is in the business of licensing music and sounds to its
customers. It is the specific intent of this provision to prohibit you from using the Content to enter, either directly or indirectly, a similar or
competing business.
(XI) For requests to use the Content for any of the above prohibited uses please contact publishing@claybutlermusic.com.
(XII) Use the Content in a way that could be considered defamatory, pornographic, libelous, immoral, obscene, fraudulent or illegal.
II. LICENSE FOR RIGHTS MANAGED CONTENT
(A) Grant:
(I) CLAY BUTLER MUSIC grants you a non-exclusive and non-transferable license during the term (as such period is set forth in the Invoice) to
use and reproduce the Content only as specified in any Invoice, specific license rights pages on CLAY BUTLER MUSIC' Web sites and this
License Agreement. Such grant is conditioned upon (a) your satisfying all applicable conditions and restrictions on use, and (b) CLAY
BUTLER MUSIC' receipt of full payment as invoiced by BUTLER PRODUCTIONS. Your failure to make payment when due shall terminate any
license granted to you, shall immediately and automatically terminate your rights to use the Content and shall be deemed a breach of this
License Agreement and copyright infringement. See Section III (A) for special terms related to subscription purchases.
(B) Permitted Uses For Rights Managed Content. You MAY, subject to Section II(C) below.
(I) Use the Content strictly for: (a) Comp Usage; or (b) the specific type of usage specified in any Invoice, license rights pages on CLAY
BUTLER MUSIC'S website and this License Agreement, including but not limited to: commercial / non commercial, broadcast / non
broadcast, public performance or non/public performance, telecast, and distribution, medium in which the Content is placed, length of time,
territory, market, or industry, units produced, and any other restrictions.
(II) Distribute up to five thousand (5,000) units of an item (including CD, DVD and software) that incorporates the Content, unless otherwise
specified in Your Invoice.
Notice: Use of the Content in a manner not expressly authorized by the Invoice and this License Agreement (a) may constitute an infringement
of the proprietary rights of CLAY BUTLER MUSIC or a third party and (b) may result in you incurring or being responsible for any damages
resulting from any such use, including any damages resulting from any claims for infringement of the intellectual property or proprietary rights
of CLAY BUTLER MUSIC or a third party.
(C) Prohibited Uses for Rights Managed Content. You may NOT:
(I) Use the Content beyond any limitations or restrictions noted on a CLAY BUTLER MUSIC'S websites or Invoice. The right, license and
privilege granted to User hereunder with respect the Content shall be only for those uses specifically set forth herein or on the Invoice.
(II) Sublicense, sub-distribute, transfer or assign the Content or rights to the Content apart from the product such Content was incorporated
within.
(III) Reverse engineer, decompile, translate, or disassemble any part of the Content.
(IV) Copy or reproduce the Content except as specifically provided for in your Invoice and in this License Agreement.
(V) Remove any copyright, trademark, watermark, or other legal notice from the Content.
(VI) Use the Content or any part of the Content, as part of a trademark, service mark, or logo. CLAY BUTLER MUSIC or its licensors retain the
full rights to the Content, and therefore you cannot establish your own rights.
(VII) Use the Content to compete with CLAY BUTLER MUSIC. CLAY BUTLER MUSIC is in the business of licensing music and imagery to its
customers. It is the specific intent of this provision to prohibit you from using the Content to enter, either directly or indirectly, a similar or
competing business.
(VIII) Use the Content in a product or service whereby the Content can be used apart from a product or service.
(IX) Use the Content in any downloadable format intended for multiple distribution including, without limitation, in a product that enables an
end-user to create his/her own soundtrack using the Content, in a template-based system that resells products including the Content, in a
"build-it-yourself" media tool. Contact publishing@claybutlermusic.com to find out about a special license for such use.
(X) Use the Content in any way that could be considered defamatory, pornographic, libelous, immoral, obscene, fraudulent, or illegal.
(XI) Any expanded use of the Content without the prior approval of CLAY BUTLER MUSIC and the payment of any additional license fee
required by CLAY BUTLER MUSIC for such expanded use. You shall promptly notify CLAY BUTLER MUSIC of any desire to expand use of the
Content for which you have not received CLAY BUTLER MUSIC' prior approval, and shall pay to CLAY BUTLER MUSIC any additional license
fee required by CLAY BUTLER MUSIC for such expanded use. Fees assessed for your use of the Content depend on the nature of the rights
granted as set forth in the Invoice.
III ADDITIONAL LICENSE TERMS APPLICABLE TO ROYALTY-FREE AND RIGHTS-MANAGED CONTENT
(A) SUBSCRIPTIONS: If you are purchasing a subscription plan to a CLAY BUTLER MUSIC' website the following rights and restrictions apply
and are added to this License Agreement as follows:
(I) YOU ARE GRANTED A ONE (1) USER SEAT LICENSE FOR ACCESS TO THE SUBSCRIPTION OR USE OF THE CONTENT, AS
APPLICABLE. THIS IS NOT A SIMULTANEOUS USE LICENSE. ONLY ONE USER MAY ACCESS THE SUBSCRIPTION WEBSITE, OR USE
CONTENT AS APPLICABLE. YOU MAY NOT DESIGNATE ONE (1) USER TO ACCESS THE SUBSCRIPTION WEB SITE IF MORE THAN ONE
(1) USER WILL USE THE CONTENT. IN SUCH CASES, PLEASE CONTACT YOUR SALES REPRESENTATIVE AS YOU WILL REQUIRE A
MULTIPLE SEAT LICENSE.
(II) You will hold all passwords for any subscription in the strictest of confidence. You may not share or disclose any password to any other user
or third party other than as specifically provided for herein.
(III) This License Agreement, and your right to use the Content(s) shall immediately, and automatically, terminate upon the termination of the
term of your subscription provided, however, that after expiration of your subscription term you may continue to use any Content(s)
incorporated into a product or service during the subscription term in the same product or service in accordance with the terms of this License
Agreement.
(IV) The following is added to Sections I (C) and II (C) (Prohibited Uses):
(a) Stockpile, download, or otherwise store Content not used during the subscription term for products or services not active or in development
at time of purchase.
(b) Download more than thirty (30) music tracks or three hundred (300) sound effects in a calendar month.
If you breach any provision of this section, we shall be entitled to (i) terminate this License Agreement immediately, (ii) retain all payments
paid pursuant to this License Agreement and, (iii) seek any legal or equitable remedies.
(B) GENERAL
(I) CLAY BUTLER MUSIC reserves the right to (i) not permit use of any Content for any reason whatsoever; and (ii) notify you that certain
Content is no longer available for use. Upon such notification, the license to use such Content shall automatically and immediately terminate.
(II) All other rights not expressly granted to you are reserved solely for CLAY BUTLER MUSIC.
(III) CLAY BUTLER MUSIC reserves the right to replace Content with alternative Content for any reason. Upon notice of such replacement, the
license for the replaced Content immediately, and automatically, terminates for any use of the Content that does not already exist, and this
License Agreement shall automatically apply to any replacement Content. You agree not to use any replaced Content with future products or
services and you shall take all reasonable steps to discontinue use of the replaced Content in existing products or services.
(IV) CLAY BUTLER MUSIC requests the copyright notice "(c) [insert current year] CLAY BUTLER MUSIC" appear adjacent to the Content or on
a credit page, where practicable.
(V) Taxes: You agree to pay and be solely responsible 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 your use of the Content, pursuant to this License Agreement
(C) PAYMENT TERMS
You agree to pay all Content license fees and no rights are granted under this License Agreement until all payments are made in full. A
service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance. Any claims for
adjustments must be made to CLAY BUTLER MUSIC within five (5) days of billing. You shall be liable for all past due amounts, interest and
costs of collection, including attorneys' fees. Refunds are governed by the terms of the individual service used. Please see Section III(F)(I)
below for terms applicable to refunds in the event of cancellation. The license granted hereunder shall be of no force or effect until such time
as CLAY BUTLER MUSIC has received payment.
(D) TERMINATION
(I) Subject to your compliance with the terms and conditions set forth herein, this License Agreement shall be in effect for term set forth either
in the Invoice, subscription plan, or as provided in Section I (A) or II (A), unless terminated by either party in accordance with this License
Agreement.
(II) This License Agreement will terminate automatically, without notice from CLAY BUTLER MUSIC, if you fail to comply with any provision of
this License Agreement.
(III) You can terminate this License Agreement by destroying the Content, along with any copies or archives, any CD-ROM or accompanying
materials (if applicable), and ceasing all use of the Content for any purpose. Such termination shall not affect payment obligations.
(IV) CLAY BUTLER MUSIC may, in its sole discretion: (i) monitor, as frequently as CLAY BUTLER MUSIC determines, anything you download
from our Web sites, (ii) limit downloads to a fixed amount of downloads per 24 hour period so as to ensure the best possible service to all
subscribers to our Web sites, (iii) track any abuse of your username and password, (iv) suspend or terminate your account, without notice, if
CLAY BUTLER MUSIC believes there is a violation of this License Agreement and/or any abuse of your username and password.
(V) Upon termination of this License Agreement, you agree to (i) destroy all copies and archives of the Content, (ii) cease using the Content for
any purpose, and (iii) confirm to CLAY BUTLER MUSIC in writing that you have complied with these requirements.
(E) WARRANTY AND LIMITATION OF LIABILITY
(I) CLAY BUTLER MUSIC represent and warrants that:
(a) it has the right to enter into this License Agreement and to grant the rights hereunder;
(b) the Content or other Storage Media (if applicable) will be free from defects in materials and workmanship under normal use for a period of
30 days from the date of license; and
(c) the Content as provided hereunder, and used as permitted herein, will not infringe any intellectual property right of any third party.
(II) EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE CONTENT, STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE)
ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE
IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. CLAY BUTLER MUSIC MAKES NO
WARRANTIES FOR ANY CONTENT THAT HAVE BEEN MODIFIED OR ALTERED BY YOU AND YOU SHALL BE SOLELY RESPONSIBLE
FOR ANY CLAIMS RELATING TO OR ARISING OUT OF YOUR MODIFICATION AND USE OF THE CONTENT. CLAY BUTLER MUSIC DOES
NOT WARRANT THAT THE CONTENT, WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE
UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE CONTENT IS SOLELY
WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT COUNSEL BEFORE USING CONTENT ON OR IN CONNECTION
WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. CLAY BUTLER MUSIC SHALL NOT BE LIABLE TO
YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES,
OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE CONTENT, CLAY BUTLER
MUSIC' BREACH OF THIS LICENSE AGREEMENT OR OTHERWISE, EVEN IF CLAY BUTLER MUSIC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL CLAY BUTLER MUSIC' TOTAL AGGREGATE LIABILITY
TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR
INABILITY TO USE THE CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY
RECEIVED BY CLAY BUTLER MUSIC FOR YOUR USE OF THE APPLICABLE CONTENT.
(III) You represent, warrant and covenant that:
(a) You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of you and/or your company,
employer or principal;
(b) You do not reside in any country to which export of US products are prohibited or restricted and you may not ship, transfer or export any of
the Content into any country or use any of the Content in any manner prohibited by any laws, restrictions or regulations;
(c) You will not use the Content in any way that is not permitted by this License;
(d) Your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity;
(e) The information that you provide to CLAY BUTLER MUSIC is accurate and true, including, without limitation, all credit card or other
payment information and you shall update such information as necessary; and
(f) You are solely responsible for determining whether your use of any Content requires the consent of any other party or the license of any
additional rights. If you are unsure whether additional rights are needed for your use of the Content , you are responsible for consulting with
competent legal counsel
(g) If you are acting as an agent, you must obtain your client/principal's agreement to the terms of this License.
(h) If you provide the Content, or any portion thereof, for broadcast on television networks or stations (including free, pay, cable, subscription) or
via terrestrial, satellite and/or internet radio, in any manner whatsoever, you shall send a completed cue sheet (available at
http://www.claybutlermusic.com/cuesheet) to: fax (706)-884-8262 or publishing@claybutlermusic.com, for CLAY BUTLER MUSIC to collect
applicable fees, if any, from third party broadcasters.
(F) LIMITATION OF REMEDIES
(I) Replacement or Refund:
CLAY BUTLER MUSIC' entire liability and your exclusive remedy, with respect to any claims arising out of this License Agreement, except as
set out in Section III (G) below, shall be at CLAY BUTLER MUSIC' sole discretion, either: (i) replacement of Content; or (ii) refund of any fee
paid for the specific Content. Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably
should have discovered such claim, or shall be waived.
(G) INDEMNIFICATION
You agree to indemnify and hold CLAY BUTLER MUSIC, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns,
distributors and anyone else associated with CLAY BUTLER MUSIC, harmless from, and against, any and all claims, liabilities, costs, damages,
or expenses, (including attorneys' fees) asserted against CLAY BUTLER MUSIC arising out of your use of the Content or in connection with any
breach of any of the terms of this License Agreement. Provided that the Content is used only in accordance with this License Agreement and
you are not otherwise in breach of this License Agreement, CLAY BUTLER MUSIC shall defend, indemnify and hold you harmless from all
damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and authorized costs), arising out of or in
connection with any actual or threatened lawsuit, legal proceeding or claim alleging that CLAY BUTLER MUSIC is in breach of its warranties
set out in Section III (E) above. The foregoing states CLAY BUTLER MUSIC's entire indemnification obligation under this License Agreement
and your sole and exclusive remedy for any actual breach of CLAY BUTLER MUSIC's representations and warranties set forth herein. CLAY
BUTLER MUSIC shall have no obligation under this Section G unless you promptly provide CLAY BUTLER MUSIC with written notice of such
claim. At the indemnifying party's option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation
and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the
litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or
other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought.
(H) ENFORCEABILITY AND WAIVER
(I) Enforceability: If any provision of this License Agreement is held to be not enforceable, such provision shall be revised only to the extent to
make it enforceable, consistent with the parties' intent.
(II) Waiver:
(a) No action of CLAY BUTLER MUSIC, other than an express written, signed waiver may be construed as a waiver of any part of this License
Agreement, and no employee of CLAY BUTLER MUSIC is authorized to make an oral waiver. In the event that CLAY BUTLER MUSIC waives a
specific part of the Agreement, it does not mean that CLAY BUTLER MUSIC waives any other part.
(b) Nothing contained herein shall be deemed to constitute a waiver of any fee which shall become due and payable as a result of the use of
any Content as contemplated by this License Agreement to the relevant performing rights or collection society, such as ASCAP or BMI, or
other society or organization with jurisdiction in one or more foreign countries. You/User hereby agree to submit, and to instruct any third party
to submit, to all relevant performing rights and collection societies anywhere in which the Content is to be broadcast or distributed through
television, radio or cable media, such information as requested in the cue sheet as provided in Section III (E)(III)(h) such performing rights and
other societies to monitor and administer those performing rights and similar fees payable to the copyright owners of the Content embodied in
the use.
(I) JURISDICTION
This Agreement, its validity and effect, shall be solely interpreted, and solely governed by, the laws of the State of Connecticut, United States.
Any claims shall be brought solely in the Federal District Court of the District of Connecticut and you expressly consent to the exclusive
jurisdiction of the federal courts of the State of Connecticut, United States. You consent to the service of any required notice or process upon
you by registered mail or overnight courier with proof of delivery.
(J) LEGAL FEES
You agree to reimburse CLAY BUTLER MUSIC for its legal fees, costs and disbursements if CLAY BUTLER MUSIC is successful in enforcing
any of its rights under this License Agreement including, without limitation, in connection with any action to collect payment.
(K) ASSIGNABILITY
You may not assign or transfer to anyone else the rights granted to you in this License Agreement, without our prior written consent. CLAY
BUTLER MUSIC may assign or transfer this License Agreement freely.
(L) ENTIRE CONTRACT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS
TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN YOU AND CLAY BUTLER MUSIC, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND
ANY OTHER COMMUNICATION BETWEEN YOU AND CLAY BUTLER MUSIC RELATING TO THE SUBJECT OF THIS LICENSE
AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE
DATE OF THIS LICENSE AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT IN CLAY BUTLER MUSIC' WEB SITES ARE FOR
YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS LICENSE AGREEMENT UNLESS
SPECIFIED OTHERWISE IN THIS LICENSE AGREEMENT.
May 2009