END-USER COPYRIGHT LICENSE AGREEMENT
THE COPYRIGHTED WORK(S) BEING OFFERED UNDER THIS LICENSE IS/ARE PROVIDED SOLELY UNDER THE TERMS OF THIS LICENSE ("LICENSE"). THE WORK IS PROTECTED BY COPYRIGHT. ANY USE OF THE WORK OTHER THAN AS AUTHORIZED BY THIS LICENSE OR COPYRIGHT LAW IS PROHIBITED. BY EXERCISING ANY RIGHTS TO THE COPYRIGHTED WORK(S) PROVIDED, YOU AGREE TO BE BOUND BY THIS LICENSE. SOUNDSTRIPE PROVIDES THIS license agreement as a courtesy to its users, and does not represent any party in any capacity. Each party is advised to obtain its own legal representation in connection with this Agreement before agreeing to the terms herein.
For good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the owner of the Property (as defined below) (“Artist”) hereby grants to ___________________________ ("User") a gratis, worldwide, non-exclusive, royalty-free, non-transferable license to use, copy, publicly perform and display, synchronize with video, publish, and distribute the sound recording titled “______________” (including the composition embodied therein) ("Property"), solely in connection with ______________________ (the “Video”), in perpetuity, in any medium currently known or later created. For the avoidance of doubt, Artist will receive no royalties, whether mechanical, public performance, or otherwise, for any use of the Property, except in those jurisdictions in which the right to collect royalties through any statutory or compulsory licensing scheme cannot be waived, in which case Artist reserves the right to collect such royalties for any exercise by User of the rights granted under this License.
All rights not expressly granted by Artist are hereby reserved. User may not sublicense the Property or assign this License. User shall not (a) make available, distribute or perform the Property separately from content into which the Property has been incorporated (e.g., standalone distribution of the Property is not permitted); (b) use the Property in connection with defamatory, or fraudulent content or in connection with pornographic or illegal images, sounds, or content, or any depictions of illegal activity whatsoever, whether directly or in context or by juxtaposition with other materials; (c) make any change in the language of the Property; or (d) change the Property, including altering the harmonic structure or melody of the Property.
In the event User arranges a public performance of the Video in connection with any medium that retains valid performance licenses from the American Society of Composers Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), or other applicable performing rights society, User shall deliver to Artist a music cue sheet with regard to the Video within sixty (60) days of the initial commercial broadcast of the Video.
In connection with each use of the Property, User should use reasonable efforts provide, reasonable to the medium: (i) the name of the author; (ii) the title; (iii) if supplied, the URL associated with the author of the Property (for example, the website address for the band); and (iv) a link to soundstripe.com User may not implicitly or explicitly imply any connection with, sponsorship or endorsement by Artist of User, User’s use of the Property, or any product or service without the separate prior written permission of Artist. User shall also incorporate all applicable notices of copyright, trademark, or other proprietary rights that Artist requires to be incorporated into any media that contains or uses the Property. User is hereby granted a non-exclusive license to use Artist’s professional name in connection with the Property.
Artist agrees to defend, indemnify and hold harmless User and Soundstripe (which is an intended third-party beneficiary of this License), and the parent corporation, officers, directors, employees and agents of the foregoing, from and against any and all claims, damages, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Artist’s violation of any term of this agreement; and (ii) Artist’s violation of any third-party rights, including, without limitation, copyright. User agrees to defend, indemnify and hold harmless Artist and Soundstripe, and the parent corporation, officers, directors, employees and agents of the foregoing, from and against any and all claims, damages, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) User’s violation of any term of this agreement; and (ii) User’s use of the Property.
ARTIST OFFERS THE PROPERTY AS-IS AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE PROPERTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR THE ABSENCE OF DEFECTS, WHETHER OR NOT DISCOVERABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SUCH EXCLUSION MAY NOT APPLY TO USER. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL ARTIST BE LIABLE TO USER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS LICENSE OR THE USE OF THE PROPERTY.
Artist represents, and warrants that Artist has the necessary licenses, rights, consents, and permissions to grant the rights herein and that User’s use of the Property will not infringe any third-party rights. User affirms that he/she is either more than eighteen (18) years of age, or an emancipated minor, or possess legal parental or guardian consent, and is fully able and competent to enter into this License. In any case, User affirms that he/she is over the age of 13, as this website is not intended for children under 14.
This License contains the entire agreement of the parties with respect to the subject matter hereof. Each party acknowledges that it is not relying upon any warranty, representation, or promise made by any other party hereto in agreeing to this License. No provision hereof may be waived unless such waiver is in writing and signed by each party. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision. This License may be modified only by a written agreement executed by all of the parties. This License and the rights and liabilities of the parties, shall in all respects be interpreted under the laws of Tennessee, and any action to enforce or interpret the terms hereof shall be brought exclusively in the courts of Davidson County, Tennessee. If any provision of this License is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.