The Licensor grants to the Licensee a non-exclusive, non-transferable, royalty-free license to use the Sounds for the term of this Agreement in accordance with this Agreement.

The Licensee is entitled to download, install and use the Sounds on any personal computer or networked machine of the Licensee only, for the sole purpose of use in projects created and finished using DaVinci Resolve or DaVinci Resolve Studio software (‘DaVinci Resolve Projects’), whether such projects are for personal or commercial use (the ‘Permitted Use’).

The Licensee agrees to use the Sounds only for the Permitted Use and in compliance with all applicable laws, including all applicable intellectual property laws.

The Licensee must not lease, rent, distribute, sell or sub-license the Sounds, or use the Sounds in a time-sharing arrangement, or in any other manner that is not the Permitted Use. For the avoidance of doubt, the Licensee may distribute or otherwise commercialize films derived from DaVinci Resolve Projects containing Sounds only where the Sounds have been used in accordance with the Permitted Use. In the distribution or commercialization of such films, the Licensee must not assert ownership of the Sounds.

The Licensee may make one copy only of the Sounds if it is essential for back-up and archival purposes, in accordance with the Permitted Use of the Sounds. Any such copy must reproduce and contain all metadata and the copyright and other proprietary notices appearing in the Sounds.

The Licensor reserves the right at any time to alter the price, features, specifications, metadata, content, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Sounds.

The Sounds have not been provided to meet any individual requirements of the Licensee and are supplied without warranty of any kind. A failure of any part or the whole of the Sounds to be suitable for the Licensee's requirements will not give rise to any right or claim against the Licensor or its suppliers.

THE LICENSOR AND ITS SUPPLIERS MAKE NO WARRANTY OR REPRESENTATION TO THE LICENSEE AS TO THE PERFORMANCE OR OPERATION OF THE SOUNDS, AND TO THE FULLEST EXTENT PERMITTED BY LAW DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, CONDITIONS, GUARANTEES OR ANY OTHER LIABILITIES OR REMEDIES, INCLUDING (BUT NOT LIMITED TO) WARRANTIES, CONDITIONS, GUARANTEES OR ANY OTHER LIABILITIES OR REMEDIES AS TO MERCHANTABILITY, FITNESS FOR PURPOSE, SECURITY, RELIABILITY, NON-INFRINGEMENT AND PERFORMANCE OF THE SOUNDS.

The Licensee acknowledges and agrees that it downloads, installs and uses the Sounds at its own discretion and risk, and that it will be solely responsible for any damage to its computer system or any loss of data that results from such downloading, installing or use of the Sounds.

To the fullest extent permitted by law, any condition, guarantee or warranty which would otherwise be implied in this Agreement is hereby excluded. Where legislation implies in this Agreement any condition or warranty or any other right or remedy under any legislation, and that legislation avoids or prohibits provisions in a contract from excluding or modifying the application of or exercise of or liability under such a condition, guarantee or warranty or under any other right or remedy, the liability of the Licensor or its suppliers will be limited, at the option of the Licensor, to one or more of the following:

• in the case of the supply of goods:
1. the replacement of the goods;
2. the supply of equivalent goods;
3. the repair of the goods;
4. the payment of the cost of replacing the goods or of acquiring equivalent goods; or
5. the payment of the cost of having the goods repaired; and
• in the case of the provision of services:
1. the supplying of the services again; or
2. the payment of the cost of having the services supplied again.

The Licensee acknowledges that the Sounds in general are not error-free and agrees that the existence of such errors will not constitute a breach of this Agreement.

The Licensor and its suppliers do not warrant that the Sounds will be free from all known viruses and the Licensee is solely responsible for virus scanning the Sounds.

IN NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS BE LIABLE TO THE LICENSEE OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF THE LICENSOR OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

The aggregate liability of the Licensor and its suppliers upon any claims howsoever arising out of or relating to this Agreement or any products or services furnished or to be furnished by the Licensor or its suppliers under this Agreement will in any event be absolutely limited to US$100.

The Licensee acknowledges that the Licensor has entered into this Agreement in reliance upon the provisions under the headings “Warranty and Disclaimer” and “Liability” set forth in this Agreement, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitation of liability specified in clause 3.2 of this Agreement will survive and apply even if the other provisions under the heading “Warranty and Disclaimer” or “Liability”, or any limitation of remedies is found to have failed its essential purpose.

For the purposes of this Agreement, the term Intellectual Property Rights means all copyright, patents, designs, trademarks or service marks, brand names, product names, trade secrets, know-how, rights to confidentiality and other intellectual and industrial property rights (including Marks as defined in clause 6), whether or not registered or capable of registration, in all parts of the world.

The Licensee acknowledges that it obtains no Intellectual Property Rights whatsoever in the Sounds. As between the parties all Intellectual Property Rights vest in the Licensor or its suppliers.

The only permitted copying of the Sounds is for the back-up purposes referred to in clause 1.5. The Licensee acknowledges and agrees that ownership of, and title to, the Sounds and all subsequent copies thereof regardless of form or media are held by the Licensor and its suppliers.

If the Licensee becomes aware of any infringements or suspected infringements by any third party of any Intellectual Property Rights in the Sounds, the Licensee must immediately notify the Licensor, and must at the request and expense of the Licensor, take such action as the Licensor may reasonably deem appropriate to protect its Intellectual Property Rights.

The Licensee will not adopt or use, nor authorize others to adopt or use, any trademark, service mark or trade name which includes, or is likely to mislead, deceive or cause confusion, or is substantially identical with, or deceptively similar to, any Mark. This clause will survive the expiration or earlier termination of this Agreement.

For the purposes of this Agreement, the term Marks means any trademark, service mark or trade name of Blackmagic or its affiliates, as the case may be, including but not limited to “Blackmagic”, “Blackmagic Design”, "Fairlight", “DaVinci”, “DaVinci Resolve” or “DaVinci Resolve Studio” whether or not they are registered or capable of being registered.

This Agreement is effective until terminated.

The Licensor may immediately terminate this Agreement at any time with or without notice:

• at the Licensor's sole discretion; or
• if the Licensee breaches a term of this Agreement.

Upon termination of this Agreement, the Licensee must immediately cease to use the Sounds and, if capable of return, return the Sounds (and all copies thereof) to the Licensor. For the avoidance of doubt, termination of this Agreement will not affect the distribution of DaVinci Resolve Projects created and completed prior to the date of termination, or films derived from such completed DaVinci Resolve Projects, containing Sounds where the Sounds have been used in accordance with the Permitted Use prior to the date of termination. Where such Sounds is incapable of return, the Licensee must permanently delete or destroy the Sounds and provide a declaration to the Licensor that the Licensee has complied with this clause 7.3. This requirement is without prejudice to any other rights and remedies that the Licensor may have in respect of the breach.

Despite any other provision of this Agreement this clause 7.4 and clauses 2, 3, 4, 5, 6, 7.3 and 8 survive the expiration or termination of this Agreement.

This written Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior communications and agreements between the parties as to its subject matter. Each party agrees that unless expressly stated in this Agreement, that party has not relied on any representation, warranty or undertaking of any kind in relation to the subject matter of this Agreement.

If any provision of this Agreement or any part of a provision is unenforceable or void for any reason, then:

• that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the economic intent of the parties, and the remainder of this Agreement will continue in full force and effect; and
• in any other case, such provision must be severed from this Agreement, in which case a valid, legal and enforceable provision of similar intent and economic impact will be substituted, and the remaining provisions will continue in full force and effect as if the severed provision had not been included.

The Licensee must not, without prior written consent of the Licensor assign, charge, sub-license, or otherwise transfer any of its rights or obligations under this Agreement in whole or in part.

Any delay or forbearance by either party in enforcing any provisions of this Agreement or any of its rights hereunder will not be construed as a waiver of such provision or right to subsequently enforce the same.

Clause headings have been included in this Agreement for convenience only and must not be considered part of, or be used in interpreting, this Agreement.

This Agreement is governed by and must be construed in accordance with the laws in force in the State of California. The parties submit to the exclusive jurisdiction of the courts of that State and the United States of America in respect of all matters arising out of or relating to this Agreement, its performance or subject matter.

The Licensee agrees to abide by all applicable laws of the State of California and all applicable jurisdictions, including the federal laws of the United States. The Licensor reserves the right to enforce its Intellectual Property Rights before the competent courts of any jurisdiction where an act of infringement has occurred.

The Licensee acknowledges and agrees that it will not export or re-export the Sounds or any products utilizing the Sounds in violation of any applicable laws or regulations of the United States of America.