Audio Agreement

This is an agreement between VSD NETWORK Inc. USA, doing business as Audio Exchange (“Audio.Exchange”) and you, or the employer on whose behalf you are entering this agreement (“you”). By using our website and/or purchasing a license from us, you agree to be bound by the following terms and conditions (the “Agreement”) as same pertain to the license you purchase.

1- Definitions

Project: A media project to which Recording is synchronized.

Recording: A certain piece of recorded music available for license from Audio Exchange (including a musical composition).

2- Premium Non-Exclusive Licenses

By purchasing a Premium license, Audio Exchange grants you the limited, non-exclusive, non-transferable, worldwide (except where expressly limited to a single “Territory”) right and license, in perpetuity to modify (subject to related restrictions) and use a Recording in accordance with the terms and conditions of the Agreement, and the Standard or Premium License, as applicable. In consideration of the license you purchase, you hereby agree to pay Audio Exchange a certain license fee according to our website rates. Please see our License page for current pricing.

Previews of Recordings are available for download on the Audio Exchange website, are for internal testing and client approval purposes only and cannot be used for any other purpose including, but not limited to, any unlicensed use in commercial materials, advertisements, digital media or video synchronization.

Please find the details for each license below, followed by specifics pertaining to all license types:

3- Additional Terms For All License Types

Recording licensed hereunder are for your own personal or organizational usage only. You may use the Recording for your personal Projects and/or professional Projects you undertake for your clients or for your employer.

Please note that this license does not include public performance rights. In order to properly report music used in TV and radio productions, cue sheets must be filled with the networks, stations and appropriate PROs, and a copy must be e-mailed to support@audio.exchange. Audio Exchange will provide all cue sheet information upon request.

Standard Use 

Our STANDARD Use license allows you to use the Recording in an unlimited number of Projects in the following ways:

On the web, including Commercially Distributed* Projects, including but not limited to:

  • in online streaming (YouTube, Vimeo, Netflix, Hulu, Amazon Prime)
  • Websites and social media
  • Web advertising (including as part of pre-roll advertising) and
  • in Podcasts

Any Project that is not “Commercially Distributed”*, or otherwise expressly set forth as a Premium License use case, including but not limited to

  • Corporate Videos
  • Videos and Slideshows sold to third parties for non-commercial use (e.g. wedding videos)
  • Apps and video games
  • Film and theatre (student, film festival) and
  • TV & radio programming (pilots, public broadcasting)

*A Commercially Distributed Project shall mean the distribution via download or in physical form of more than 1,000 units of any single Project if such Project is intended to generate revenue to you.

Premium Use

Our PREMIUM Use license allows you to use the Recording in a single Project:

A Commercially Distributed* Project that is otherwise permitted under a Standard License

In an advertisement distributed in a single Territory**:

  • on television (whether distributed via broadcast, cable, or in an “on-demand” context)
  • on the radio,
  • Out of Home (e.g., digital billboard) or
  • in theaters.

In a film or theatre production, provided the budget for such film or theatre production does not exceed (USD) $2,000,000

In point of sale locations, provided all such locations are located within a single Territory**, including but not limited to usage in:

  • shopping malls,
  • point of sale systems
  • in-store displays,
  • showroom videos,
  • trade shows, industrial fairs and exhibitions.

**A Territory shall be a single sovereign nation.

Notwithstanding the single-use license granted by a Premium License, Recordings licensed under a Premium License may be distributed an unlimited number of times in connection with the underlying use, expressly including translations thereof.

4- Limitations of Use

You may not:

  • sell, transfer, sublicense, share, give away or otherwise assign the Recordings or your rights granted hereunder to any other party.
  • resell the Recording by itself or as part of a package except solely as embodied within your Project.
  • resell the Recording (or otherwise make it available) in any manner that would enable a third party to download the Recording as a separate file, such as in e-card templates or website templates.
  • resell the Recording (or otherwise make it available) as part of any competing product such as music compilation or music library.
  • sell the Recording (or otherwise make it available) as, or as part of, your music or as your song, even if it has been transformed or edited, or if you add other instruments or vocals to the music.
  • claim to be the creator or copyright holder of the Recording or of any derivative work created from the Recording.

5- Ownership

You hereby acknowledge that Audio Exchange is and remains the owner of all right, title and interest in the Recording, including without limitation any copyrights therein. The Recording is protected by and subject to United States and international copyright laws. This license is non-exclusive and Audio Exchange retains the right to sell licenses of the Recording to third parties at its sole discretion.

6- Limitation of Liability

Audio Exchange makes no warranty or representation, express or implied, except that it warrants that it has the right to grant the license granted hereunder. The total liability of Audio Exchange under this Agreement arising from your use of any Recording shall be limited to the license fee paid by you for such Recording. You hereby agree that this license is granted to you without any other warranty or recourse.

7- Availability

Audio Exchange makes all possible efforts to make sure that all the Recordings that comprise its online library are available at all times. However, Audio Exchange makes no representations or warranties that all Recordings will be available at all times. Audio Exchange may discontinue licensing certain Recordings at its sole discretion. In the event that Audio Exchange gets a notice or otherwise concludes that any Recording may be subject to a claim of infringement of another’s right for which Audio Exchange may be liable, Audio Exchange may require you to immediately stop using the Recording, delete or remove the Recording from its premises, computer systems and storage (electronic or physical); and ensure that its clients do likewise. Audio Exchange shall provide you with comparable content (which comparability will be determined by Audio Exchange in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

8- Taxes

The license fees charged by Audio Exchange do not include any taxes, duties or other government charges. Audio Exchange will charge you additionally for the amounts of any such taxes, duties or other charges which Audio Exchange is required to collect, including without limitation, sales and use taxes and value added taxes. By entering into this agreement, you verify that your country of residence is the same as your billing address.

9- General Provisions

This Agreement shall be governed by and construed according to the laws of the Province of Saint Petersburg, Florida, and the Parties hereby acquiesce to the jurisdiction of the courts of the judicial district of the United States. 

Nothing in the present Agreement shall be interpreted as constituting or creating a joint venture or partnership between the Parties. This Agreement shall be to the benefit of and bind the respective heirs, executors, administrators and assigns of the Parties hereto. If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect.

Last Revised: August 2019

 All rights reserved ©2019 VSD NETWORK Inc. DBA Audio Exchange

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