SOUNDSTRIPE MEMBERSHIP, VISITOR AND SYNC LICENSE AGREEMENT

This Membership and Sync License Agreement (the “Agreement”) between Levelo Music Group, LLC d/b/a Soundstripe (“Licensor”), a Tennessee limited liability company, and (Name as provided in “Full Name” field on registration form by user via app.soundstripe.com and held in Licensors database) (“User”), contains the terms and conditions with respect to the non-exclusive right and limited, non-assignable, non-transferable worldwide single purpose license (the “License”) to use the sound recording(s) downloaded from Licensor’s online music catalog entitled “(as described in User’s complete download history at app.soundstripe.com/licenses and held in Licensor’s database)” (the “Master(s)”) and the composition embodied in the Master(s) (the “Composition(s)”) in connection with the production entitled “(as provided by User prior to each and every download commenced by User at app.soundstripe.com)” (the “Program(s)”) under the terms and conditions of this Agreement. The Master(s) and Composition(s) shall be referred to collectively herein as the “Work.”

 

MEMBERSHIP PLAN TERMS

 

 

If User is accessing the system as a member (“Member”), then so long as Member has an automatic recurring payment service active and scheduled and which is actually received by Licensor in the sum of ten dollars ($10) per month OR ninety-seven dollars ($97) per year (the “Membership Fee”), the following terms and conditions shall apply to Member’s membership (the “Plan”):

 

1) Entire Agreement: This Agreement, including, without limitation, Schedules “A” and “B,” contains the entire agreement between Licensor and Member with respect to each individual downloaded Work from Licensor’s online catalog.

 

2) Cancellation/Unsubscribe: Member can, at any time, without reason, unsubscribe and/or cancel the Plan. Licensor reserves the right to cancel Member’s Plan at any time, without reason. If Member unsubscribes and/or cancels the Plan, then the Member’s Plan shall remain active until the end of the then-current billing period. If Licensor cancels the Member’s Plan, then upon Member’s request, the Membership Fee for the then-remaining month or months shall be prorated and refunded to Member. However, notwithstanding the foregoing, provided that the applicable Membership Fee(s) are paid, the Licensed Use (as defined below) is perpetual.

 

3) Download Limit: User is provided two (2) options upon clicking the download icon at app.soundstripe.com: a)Download for use in final project; and b) Download to try out on my project. User agrees, in good faith, to limit their “Final Use” downloads to the Work User actually intends to synchronize with their final Program. 

 

MEMBERSHIP LICENSE TERMS

 

Licensed Use: Conditioned upon receipt of payment in full of the Membership Fee, Member shall receive the License to use, synchronize, and record the Work solely in the Media (as defined in Schedule “B”), in connection with the Program within the Territory, and to publicly perform the Work as so recorded in the final, edited version of the Program, subject to the terms and the conditions of this Agreement (the “Licensed Use”).

 

2) License Fee: For the Licensed Use in the final, edited version of Member’s Program(s), “License Fee(s)” are as follows: the Membership Fee shall serve as the sole License Fee due to Licensor from Member. All sums due to Licensor shall be in United States dollars. 

 

3) Territory: Worldwide.

 

4) Term: Perpetuity.

 

5) Media: Defined in Schedule “B.” 

 

6) Duration of Use: Up to one (1) full-length use of the Work per one Program.

 

7) Program: Defined in Schedule “B.”

  

SCHEDULE “A” - STANDARD LICENSE TERMS

 

Each and every one of the terms and conditions of the Standard License Terms set forth in this Schedule “A” apply to User.

 

1) Performing Rights: If the right to publicly perform the Work in the exhibition of the Program in the Media is granted to User in the Agreement, then such public performances are subject to the following: a) Public performance of the Composition in the exhibition of the Program may be made by means of broadcast television stations, cable television systems, and internet websites (“Broadcast Medium(s)” (solely as provided in the definition of “Media”). In the event User arranges a public performance of the Program on any Broadcast Medium that retains valid performance licenses therefor from the American Society of Composers Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), or other applicable performing rights society, User shall deliver to Licensor a music cue sheet with regard to the Program within sixty (60) days of the initial commercial broadcast of the Program; and b) User shall not have the right to knowingly sync Work to a Program in connection with the following: nudity, adult films, or pornography, without written permission from Licensor.

 

2) Additional Rights: User shall have the right to arrange, edit, and adapt the Work solely for timing and formatting purposes, provided however, that User shall not alter the fundamental character of the Work.

 

3) Reserved Rights: User shall not make any use of the Work that is not expressly authorized herein. No sound recordings produced pursuant to this license are to be manufactured, sold, and/or used separately or independently of the applicable Program. All rights not herein specifically granted to User are reserved by Licensor.

 

4) Representations and Warranties: 

 

Licensor hereby represents and warrants that: a) Licensor has the right to enter into this Agreement and to grant to User each and every right granted to User herein, that it owns and/or controls the right, title, and interest in and to the Works, and that the use of the Works hereunder will not violate the rights of any third party, including any third parties whose musical material may be embodied in the Works, and that no additional payments shall be due therefore other than those specifically set forth herein; and b) The Work is free from any unlicensed “samples” or other pre-existing musical materials, that any and all “samples” or other pre-existing musical materials contained in the Work have been cleared by Licensor with the owner(s) thereof for use in the Work, and that User shall not be required to obtain any additional consents or pay any additional fees for the use of such “samples” or other pre-existing musical materials contained in the Work, unless otherwise agreed in writing. Except as set forth above, Licensor makes no warranty, express or implied, regarding the Works, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose or non-infringement. Licensor shall not be liable to you for indirect, incidental, special, or consequential damages arising out of, or relating to the use of the Works.

 

User hereby represents and warrants that: a) it has full power and authority to enter into this Agreement. If User is an individual, then User further represents and warrants that it is at least eighteen (18) years of age and lawfully able to accept the terms of this Agreement; and b) if the Agreement provides User with the right to use the Work in the Program on the internet, then User shall use best efforts to prevent unauthorized copying or downloading of the Work or any Program containing the Work.

 

5) Indemnification: User will defend, indemnify, save and hold Licensor (and its respective agents, directors, officers, successors, Members, Visitors, and assigns) harmless from and against any and all damages, costs, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or connected with any third-party claim, demand, or action inconsistent with any of the warranties, representations, or covenants made by User to the Agreement, or unauthorized use of the Work.  

 

6) Remedies: In the event of a material breach by User of the Agreement hereof, Licensor shall be entitled to seek injunctive or other equitable relief in connection therewith in addition to any money damages that may be awarded. In no event shall Licensor’s liability for any claim arising from the use of the Works exceed the applicable Membership Fee.

 

7) Credit: If User accords credits in the Program to anyone with respect to the production, then User agrees to provide substantially the following customary credit for the Work in the Program:

 

    “[Title of Work]” by [Artist Name] courtesy of Soundstripe.

 

8) Whole Agreement: This Agreement and User’s completed registration form constitutes the entire agreement between Licensor and User with respect to the subject matter hereof, and it supersedes and replaces any prior or contemporaneous agreements, whether written or oral, pertaining thereto. This Agreement cannot be altered, modified, amended, or waived except by a written instrument signed by the parties hereto. Should any provision of this Agreement be held to be void, invalid, or inoperative by a court of competent jurisdiction or by any other legally constituted body having jurisdiction to make such determination, such decision shall not affect any other provision hereof and the remainder of this Agreement shall be effective as though such void, invalid, or inoperative provision had not been contained herein.

 

9) User’s Acceptance of the Agreement: By agreeing to terms of service (required upon registering for Licensor’s Membership Plan at app.soundstripe.com and for using the site, User acknowledges that User has read and understands the entire Agreement, and agrees to be bound by all of the terms and conditions of the Agreement.

 

10) Assignees: This license is personal to User and nontransferable. User acknowledges this Agreement authorizes only User to license, download, and use any of Licensor’s content. Any attempted assignment or other transfer without the requisite consent of Licensor shall be null and void ab initio.

 

11) Law: This Agreement shall be governed and construed under the laws of the State of Tennessee, applicable to agreements made and fully performed in Tennessee. You agree that the state and federal courts located in Davidson County, Tennessee shall have the exclusive jurisdiction over claims or disputes arising under or otherwise in connection with this Agreement, and you hereby submit to the jurisdiction of such courts. Notwithstanding the foregoing, you agree that Licensor may seek injunctive or other equitable relief in any jurisdiction to enforce the terms of this Agreement.

 

SCHEDULE “B” - MEDIA

 

Each and every one of the terms and conditions of the Standard License Terms set forth in this Schedule “B” applies to all Members and Visitors (each, a “User”), unless modified by the terms set forth above.

 

1) Program and Media Permissions: The Work may be synchronized to any such Program, subject to the terms and the conditions of this Agreement.

 

2) Program and Media Restriction: aUser shall not have the right to knowingly sync Work to a Program in connection with the following: nudity, alcohol, or tobacco without prior written permission from Licensor.