This is a license agreement (“Agreement”) between [insert name of your company], LLC (“insert D.B.A”) and You
(“Licensee”, “You” or “Your”). If you are entering into this Agreement on behalf of an entity, then you represent and
warrant that you have the authority to bind such entity to the terms and conditions of this Agreement. By using our Site
and/or downloading Digital Content (as defined below) from us, you agree to be bound by this Agreement. The terms of
this agreement apply to any license You purchase from the Site.
In consideration of the Membership You purchase, You hereby agree to pay [insert name of your company] a certain
auto-renewing license fee according to our Site rates. Please see our individual pricing pages for current pricing. All
prices are subject to change.
1. In consideration for your payment of the license fee associated with the applicable sound recording and/or sample
provided via this website (each, a "Sample"), we grant you a non-exclusive, non-transferable, perpetual right to publicly
perform, distribute, or transmit the Sample in combination with other sounds in music productions to create new
recordings ("Recording(s)"), each of which shall be considered a "derivative work,” as such term is used in the United
States Copyright Act of 1976, as amended. This license permits you to modify, reproduce, use the Sample as incorporated
in your Recording solely pursuant to the following terms and conditions:
(a) You may use any Sample solely for Recordings on your own personal projects which are distributed
solely by you independently (i.e., beat tapes or mixtapes) without any additional obligation to us or the Sample owner
other than the License Fee as provided above, provided that in the event that any Recording exceeds One Million
(1,000,000) streams across Apple Music, Spotify and YouTube, you shall be required to immediately obtain formal
clearance of the Sample for use in the Recording pursuant to procedure outlined in paragraph 1(d) below.
(b) You may not NOT sell, redistribute, transfer, sublicense, give away or otherwise assign your rights
granted hereunder to any other party, except as otherwise expressly set forth herein; resell the Recordings by
themselves or as part of a package except solely as embodied within Your Project; resell the Recordings (or
otherwise make them available) in any manner that would enable a third party to download the Recordings as a
separate file, such as in e-card templates or website templates; resell the Recordings (or otherwise make them
available) as part of any competing product such as an instrument library, stock content, or digital product;
redistribute the Recordings as part of an in-app purchase such as a fitness or meditation app; Incorporate the Music
into your own songs or musical works or add vocals to the Music.
(c) You may not NOT sell the Music (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; upload
the Music to Spotify, Apple Music, YouTube music, or any other audio only streaming service; claim to be the
creator or copyright holder of the Recordings or of any derivative work created from the Recordings; use the
Recordings in any way or for any purpose that would violate, or would have the effect of violating, any applicable
local, state and federal laws, rules or regulations or any rights of any third-parties;
(d) You may not NOT Use bots to download Recordings from the Site; remove or modify any copyright
or other notice contained or included on or with the Recordings; attempt to view, read, modify, reverse compile,
reverse assemble, disassemble or print the Recordings’ source code or object code or other runtime objects or files
distributed with the Recordings; otherwise reverse engineer, modify or copy the look and feel, functionality or user
interface of any portion of the Recordings or the Site.
You are solely responsible for obtaining any supporting software necessary to utilize the Recordings and You shall be
solely responsible to determine the abilities and capabilities of such software, including, but not limited to, the
compatibility of such supporting software with the Recordings. Licensor shall have no obligation to provide supporting
software necessary to operate the Recordings. No purchase or obtaining of any supporting software shall be construed to
guarantee Your ability to operate or utilize the Recordings.
You represent and warrant that you are the owner of the computer or mobile device onto which you have downloaded and
the Recordings, or the owner of the computer or mobile device has authorized you to do so.
The Recordings may not be used in any Project that (a) encourages or displays any types of hate-mongering (i.e., racial,
political, ethnic, religious, gender-based, sexuality-based or personal, etc.), or (b) contains pornographic material, sexually
explicit material with minors or other X-rated adult content.
You may only use the Recordings to modify videos, or other works in which you own the copyright or you otherwise have
the permission from the copyright owner to modify the work. You are solely responsible for ensuring that you have the
proper permissions to use the Recordings to modify a particular video, or other work. By using the Assets on a particular
work, you are representing and warranting to [insert name of your company] that you have all necessary permissions to
modify that work. Do not use the Recordings to infringe on another person or entity’s copyright.
2. You hereby acknowledge and agree that [insert name of your company] is and remains the owner of all right, title and
interest in the Recordings, including without limitation any copyrights therein. The Recordings are confidential and
proprietary to [insert name of your company] and are protected by and subject to United States and international
copyright laws. You agree to exercise good faith efforts to control the use and disclosure of the Recordings. Any
License purchased under this Agreement is non-exclusive and [insert name of your company] retains the right to sell
licenses for the Recordings to third parties at its sole discretion. You shall not use the Recordings for any purpose other
than in furtherance of Your authorized use of such items as described in this Agreement. Any other use of the
Recordings is expressly prohibited.
You agree not to challenge [insert name of your company]’s rights in and to the Recordings, including, but not limited
to, copyrights in the Recordings.
You hereby acknowledge and agree that, in the event You breach or attempt to breach any of the provisions of this
License Agreement, [insert name of your company] will not have an adequate remedy in money or damages and shall
have the right, in addition to such other remedies that may be available, to injunctive relief enjoining such breach or
attempt to breach
3. Limitation of Liability You accept sole and complete responsibility for: (i) the selection of the Recordings to achieve
Your intended results; (ii) Your use; (iii) the use of any work product or materials produced using the Recordings, and (iv)
the results obtained from the Recordings. [INSERT NAME OF YOUR COMPANY] WILL NOT BE LIABLE TO YOU
OR ANY THIRD-PARTY FOR ANY (A) INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL
DAMAGES, (B) LOSS OF PROFITS, (C) LOSS OF DATA OR INFORMATION, OR (D) REPUTATIONAL HARM,
WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT
LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR
OTHERWISE, EVEN IF [INSERT NAME OF YOUR COMPANY] HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS
PARAGRAPH MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE
CONTRARY, the total liability of [insert name of your company] under this Agreement arising from Your use of any
RECORDINGS shall be limited to the license fee paid by You for such RECORDINGS. You hereby agree that this license
is granted to You without any other warranty or recourse.
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