License Terms and Conditions
LICENSE TERMS AND CONDITIONS
License Key Features
Summary: Sound Emblem enables customers to access and use high quality brand sounds by offering non-exclusive licenses. This agreement lays out those terms and prohibits customers from doing things that negate the value of these sound logos (such as simply reselling or posting the sound file not incorporated into their own creations).
- Non-exclusive license to use of audio in various media described herein
- Unlimited Online Audio Streams
- Unlimited Online Audio-Visual Streams
- TV Broadcasting rights
- Radio Broadcasting rights
This Non-Exclusive Lease License Agreement (the “Agreement”), having been made on and effective as of the date of purchase (the “Effective Date”) by and between Sound Emblem (the “Producer” or “Licensor”); and Licensee (“You” or “Licensee”), sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s sound file(s) (the “Sound Logo”) in consideration for Licensee’s payment (the “License Fee”).
This Agreement is issued solely in connection with and for Licensee's use of the Sound Logo pursuant and subject to all terms and conditions set forth herein.
License Fee: The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Sound Logo are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.
- Delivery of the Sound Logo:
- Licensor agrees to deliver the Sound Logo as a high-quality WAV, as such terms are understood in the music industry.
- Licensor shall use commercially reasonable efforts to deliver the Sound Logo to Licensee immediately after payment of the License Fee is made. Licensee will receive the Sound Logo via email, to the email address Licensee provided to Licensor.
Term: The Term of this Agreement shall be ten (10) years and this license shall expire on the ten (10) year anniversary of the Effective Date.
- Use of the Sound Logo:
- In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, nontransferable license and the right to incorporate, include and/or use the Sound Logo in the preparation of audio or audiovisual works created by the Licensee. Licensee may create the new audio or audiovisual work by incorporating the Sound Logo or portions/samples of the Sound Logo into an audio or audiovisual work written, produced and/or owned by Licensee. The new audio or audiovisual work created by the Licensee which incorporates some or all of the Sound Logo shall be referred to as the “New Work”. Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Sound Logo in preparation of the New Work for public release.
- This License grants Licensee a worldwide, non-exclusive license to use the Sound Logo as incorporated in the New Work in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations, and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Sound Logo pursuant to this Agreement are on a NON-EXCLUSIVE basis and Producer shall continue to license the Sound Logo upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.
- The New Work may be used for any promotional purposes, including but not limited to, a radio station (terrestrial, satellite, or online) ad, online video ad, and/or promotional, non-monetized digital streaming;
- Licensee may perform the New Work publicly for for-profit and/or non-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub etc.), on terrestrial, satellite, or online radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio etc.). The New Work may be played on terrestrial or satellite radio stations;
- The Licensee may make the New Work available for sale in physical and/or digital form and is allowed unlimited streams, downloads, or physical copies aggregated across (a) monetized and/or non-monetized audio streams and/or downloads, (b) monetized and/or non-monetized audio-visual streams and/or downloads, and (c) monetized and/or non-monetized physical copies. The New Work may be sold via digital retailers for permanent digital download and/or physical format, including compact disc and USB drives. For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Sound Logo in the form that it was delivered to Licensee. The Licensee must create a New Work (as detailed above) for its rights under this provision to a vest. Any sale of the Sound Logo in its original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to the Licensor for damages as provided hereunder.
- Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Work as set forth in this Agreement.
- Licensee hereby agrees not to Monetize OR Content ID this Sound Logo on any Social Media Platform such as Youtube, facebook, or Instagram outside of the express uses detailed in this agreement. If Licensee does so, Producer will file a copyright violation claim against Licensee. Producer reserves the right to have Licensee's video removed for such violation.
- Restrictions on the Use of the Sound Logo: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Sound Logo or New Work in the manners, or for the purposes, set forth below:
- The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;
- The Licensee shall not have the right to license or sublicense any use of the Sound Logo or of the New Work, in whole or in part, for any so-called “samples”.
- Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file-sharing services, posting on websites, or distribution of the Sound Logo in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Sound Logo file to any individual audio or audiovisual editor, voice talent, or other people who are working on the New Work for the express purpose of incorporating the Sound Logo into the New Work.
- THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE SOUND LOGO OUTSIDE OF ITS USE IN A NEW WORK WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore, CDBaby, SoundCloud, and any other provider of user-generated content identification services).
- As applicable to both the underlying composition in the Sound Logo and to the master recording of the Sound Logo: (i) As applicable to the Sound Logo and/or the New Work, there is no intention by the parties to create a joint work; and (ii) There is no intention by the Licensor to grant any rights in and/or to any other works that may have been created by other third-party licensees.
- The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Sound Logo, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the Sound Logo with the U.S. Copyright Office. The aforementioned right to register the Sound Logo shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer.
- For the avoidance of doubt, the Licensee does not own the master or the sound recording rights in the Sound Logo. The Licensee has been licensed the right to use the Sound Logo in the New Work and to commercially exploit the New Work based on the terms and conditions of this Agreement.
Credit: Though not required, Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the New Work recorded hereunder. The licensee shall use its best efforts to ensure that Producer is properly credited. Such credit may be in the substantial form: “Sound Logo Composed by COMPOSER NAME via SoundEmblem.com”.
- Breach by Licensee:
- The Licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer's sole discretion, the termination of Licensee’s rights hereunder.
- If Licensee engages in the commercial exploitation and/or sale of the Sound Logo or New Work outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Sound Logo and/or New Work.
- Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee gives rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and a preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’s obligation shall include court costs, litigation expenses, and reasonable attorneys' fees.
- Warranties, Representations, and Indemnification:
- Licensee hereby agrees that Licensor has not made any guarantees or promises that the Sound Logo fits the particular creative use or musical purpose intended or desired by the Licensee. The Sound Logo, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
- Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Work hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Work by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements.
- Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.
- Miscellaneous: This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, 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.