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MASTER LICENSE AGREEMENT

Articulated Sounds
This Master License Agreement (“Agreement”) governs the use of all sound recordings, audio files,
and related materials made available under the brand “Articulated Sounds”.
This Agreement is entered into between:
Stephane Marc Andre Dufour, an individual entrepreneur doing business as “Articulated Sounds”
(the “Licensor”),
and
the individual or legal entity acquiring the Licensed Content (the “Licensee”).
By purchasing, downloading, or using the Licensed Content, the Licensee agrees to be bound by
this Agreement.

I. DEFINITIONS

Licensed Content means any sound recording, audio file, sample, metadata, or related material
supplied by the Licensor.
Project means any audiovisual, interactive, artistic, commercial, or non-commercial production
incorporating the Licensed Content in a synchronized and embedded form.
Authorized User means the individual(s) permitted to access the Licensed Content under the
applicable License Tier.
Seat means one Authorized User workstation license.
Enterprise Server means a secure internal server accessible only to Authorized Users within a
single legal entity.
Machine Learning Systems includes artificial intelligence systems, neural networks, deep learning
models, generative models, acoustic modeling systems, dataset indexing systems, retrieval
augmented generation systems, and any system capable of automated analysis or generation of
audio.

II. OWNERSHIP

All Licensed Content remains the exclusive intellectual property of the Licensor.
No ownership rights are transferred under this Agreement.
The Licensee receives a limited, non-exclusive, non-transferable, non-sublicensable license strictly
subject to compliance with this Agreement.
All rights not expressly granted are reserved.

III. GRANT OF LICENSE

Upon valid purchase and subject to compliance with this Agreement, the Licensor grants the
Licensee:
A perpetual, worldwide, royalty-free license to use the Licensed Content within unlimited Projects,
provided the Licensed Content is embedded and synchronized into a larger production.
The license is conditional and revocable upon material breach.

IV. PERMITTED USES

The Licensee may:
1. Synchronize the Licensed Content with visual or audiovisual productions.
2. Use the Licensed Content in films, television, games, advertising, podcasts, installations,
exhibitions, trailers, multimedia works, and interactive media.
3. Edit, process, layer, and modify the Licensed Content within a Project.
4. Store the Licensed Content on secure internal systems for production purposes.
No additional royalties are owed for authorized use.
Attribution is not required, however encouraged.

V. RESTRICTIONS

The Licensee may not:
1. Resell, sublicense, redistribute, share, transfer, gift, or otherwise make the Licensed Content
available as standalone files.
2. Include the Licensed Content in any sample library, sound effects collection, preset pack,
plugin, or competitive audio product.
3. Isolate and distribute modified versions of the Licensed Content as independent audio assets.
4. Upload the Licensed Content to public repositories, open servers, peer-to-peer systems, or
publicly accessible cloud storage.
5. Grant access to any third party except Authorized Users under the applicable License Tier.
6. Mint, tokenize, register, or otherwise exploit the Licensed Content through blockchain
systems, NFTs, or similar digital asset frameworks.
7. Use the Licensed Content in defamatory, unlawful, or infringing material.

VI. ARTIFICIAL INTELLIGENCE AND DATASET PROHIBITION

Unless expressly authorized by separate written agreement, the Licensee shall not:
1. Use the Licensed Content for training, fine-tuning, validating, benchmarking, or improving
Machine Learning Systems.
2. Include the Licensed Content in datasets.
3. Perform feature extraction, acoustic modeling, or audio fingerprint harvesting for automated
systems.
4. Embed the Licensed Content in generative audio engines.
5. Use the Licensed Content for style transfer, neural resynthesis, sound cloning, or synthetic
sample generation.
6. Incorporate the Licensed Content into retrieval-augmented or indexing systems intended for
automated content generation.
Any AI or dataset related use requires a separate negotiated agreement.
These restrictions survive termination indefinitely.

VII. LICENSE TIERS

The applicable License Tier is determined at purchase.
Schedule A – Single User License
• One Seat.
• One Authorized User.
• Storage permitted on personal workstation and secure backup.
Schedule B – Multi-Seat License
• Number of Seats as purchased.
• Licensed Content may be stored on a secure internal server.
• Access limited strictly to Authorized Users employed or contracted by the same legal entity.
Schedule C – Enterprise License
• Custom seat allocation.
• Internal Enterprise Server deployment permitted.
• Written confirmation of internal compliance required upon request.
All tiers prohibit inter-company sharing unless explicitly licensed.

VIII. CLOUD AND SERVER USE

Secure cloud storage is permitted only if:
• Access is restricted to Authorized Users.
• The storage environment is private and encrypted.
• No public sharing links exist.
The Licensee is responsible for preventing unauthorized access.

IX. TERM AND TERMINATION

This Agreement is effective upon acquisition of the Licensed Content and remains in force
perpetually, provided compliance continues.
If the Licensee materially breaches this Agreement:
• The license terminates automatically.
• All use must cease immediately.
• The Licensed Content must be deleted from all systems.
Termination does not limit the Licensor’s right to seek damages.
Sections concerning ownership, AI restrictions, indemnity, limitation of liability, and dispute
resolution survive termination.

X. AUDIT AND COMPLIANCE

The Licensor may request written certification confirming compliance with this Agreement.
Such requests shall not occur more than once per calendar year unless breach is suspected.

XI. LIMITATION OF LIABILITY

To the maximum extent permitted by law:
The Licensor’s total liability shall not exceed the amount paid for the Licensed Content giving rise
to the claim.
The Licensed Content is provided “as is” without warranties of merchantability or fitness for a
particular purpose.

XII. INDEMNIFICATION

The Licensee agrees to indemnify and hold harmless the Licensor from claims arising out of:
• Breach of this Agreement.
• Unauthorized use of the Licensed Content.
• Integration of the Licensed Content into unlawful or infringing works.

XIII. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of France.
Any dispute arising under or in connection with this Agreement shall be finally resolved by binding
arbitration seated in Paris, France, under the Rules of Arbitration of the
International Chamber of Commerce.
The arbitration shall be conducted in English.
The arbitral award shall be final and binding.

XIV. MISCELLANEOUS

If any provision is held invalid, the remaining provisions remain in force.
This Agreement constitutes the entire agreement between the parties.
Failure to enforce any provision shall not constitute waiver.