LICENSOR The Saifam Group srl

LICENSEE Private person that utilize our portal www.synchmachine.com

a - "Audio Content” is defined any musical composition, master recordings, audio recording nonmusical audio or other materials (whether generated electronically, digitally or by any other means or in any medium) or other material taken from the Catalogue of The Saifam Group srl located www.synchmachine.com
b - "Synchronize" means to use the Audio Content in timed relation to video\other elements.
c - “Permitted uses” means the synch of the Audio Content solely with “homemade” videos, such marriage videos, private life fun videos, school projects, parties videos, etc. No commercial exploitation or monetization, in any way, is permitted.

1 – License Licensor hereby grants to Licensee a license non-exclusive, non-transferable, nonsublicensable for the combination and synchronization of Audio Content for Permitted Uses (as defined above and below).
All other rights referred to the Audio Content, including, without limitation, all copyright and other intellectual property rights of the Audio Content, are retained by the Licensor or the supplier of Audio Content, as applicable.
In some jurisdictions the Licensee may have to pay royalties to the Collecting Agency for the protection of performing rights (example for Italy: SIAE) or other rights to use the Audio Content. It’s totally up to Licensee to pay such fees, if any. No liability should be held by the Licensor, in any case.

2 – Rights granted Licensee can synchronize the Audio Content with the video content of his own production solely for the purpose of private utilization (defined as Permitted Uses). The Licensee shall never use the final product obtained by synchronization for commercial or lucrative scopes or finality. The Licensee shall use the Audio Content and the synchronized final product solely thorough the specified media: www.youtube.com , www.facebook.com, www.instagram.com and on Licensee private website. The Licensee may not alter in any way the integrity of Audio Content for the Permitted Uses. Licensee, inter alia, cannot:

1. - use the Audio Content in any form that is not explicitly authorized;
2. - use Audio Content in any way that involves the incorporation of materials (including intellectual property) which the Licensee does not own or have permission to use by the owner;
3. - use Audio Content to sell and\or in any way distribute videos, records, CDs, or any other audio or video product, both physical and digital, which includes the Audio Content, in whole or in part;
4. - incorporate the Audio Content in any product that results in the redistribution or resale of the Audio Content (such as sites for downloading music, stock music CDs, electronic greeting card sites, Web Templates and the like) or is made available in such a way that a person can extract or access or reproduce the Audio Content as an electronic file;
5. - use Audio Content or synchronize them with other material so that (reasonably) can be considered, for the applicable law, as pornographic, obscene, immoral or illegal, defamatory or slanderous, or that would be considered likely to damage the reputation of any person or property associated with Synchronized Audio Content or material (including use in connection with mental and physical health problems, social problems, activities or sexual preference expressed or implied, drug abuse, crime, abuse, physical or psychological or any other matter which could reasonably be considered offensive or unflattering to the person or property);
6. - remove any notice of copyright, trademark or other intellectual property, from any location hidden in the Audio Content or circumvent, remove, impair any technological measure that controls access to the Audio Content;
7. - sub-license, sell, lease, lend, give away or transfer or otherwise distribute any Content to others that are out of sync audio, or combined with visual components or other audio or musical, in accordance with this Agreement;
8. - use the Audio Content, in whole or in part, as part of a new musical work.

The Licensor will supply the Audio Content to Licensee “as it is” and cannot grant the satisfaction of the Licensee. Consequently, the Licensor shall never be obliged to refund the Licensee for any use of the Audio Content decided by the Licensee.
Notwithstanding any other term herein, the Licensor will not answer and will never be liable for any damage, expenses or losses resulting from the use of the Audio Content in the context in which the Audio Content will be used.
For any violation of the Licensor rights by the Licensee, the Licensee shall be bound to refund all the damages and to hold harmless the Licensor for any damage, expense, legal fees and any other claim that shall arise from such violation.

3- Credits In all the video material synchronized with the Audio Content shall be highlighted on screen, for a duration of 5 seconds of the video length, the following credits: “recordings granted by www.saifam.com (or www.synchmachine.com)”.

4- Duration The rights are granted to Licensee for a period indicated under the DATASHEET of any Audio Content on the website, starting from the date of subscription.
Licensor shall have the right to ask Licensee to remove the Audio Content even before the expiration of the granted right. In this case, Licensor shall be liable to refund the Licensee for a maximum amount corresponding to the price paid by the Licensee. No other refund shall be due to Licensee Licensor shall have the right to terminate the agreement in any moment, for any breach or infringement of his rights by the Licensee, without any prior written notice, with a simple communication to the email supplied by the Licensee.
At the termination of the agreement, the Licensee shall destroy all the Audio Content that, for any reason, are in his possession, including all the copies of the video material that are synchronized. The Licensee shall confirm in writing to Licensor the destruction of all the materials Audio and Video and shall supply the proof of such destruction.

5 – Jurisdiction This agreement shall be interpreted and executed according to the Italian Law. Any dispute arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally and exclusively settled under the jurisdiction of the Court of Verona, Italy.

6- Prices All the prices are indicated under the DATASHEET of any Audio Content on the website. According to Licensee territory, prices could change for taxes, V.A.T. or any other applicable law.

7- Changes to the Contract Licensor shall have the right to modify and change this Contract in any moment, with a simple communication to Licensee by email. Such changes will be held as agreed if not expressly rejected by Licensee within 3 (three) days. In such cases, the agreement shall be considered terminated for Licensee’s will and no refund should apply. On the date of electronic signing.