Stock Music Site - Content License Agreement

GENERAL TERMS
All audio tracks, packs or albums (hereafter the "Track" or "Tracks") licensed herein come with an unlimited license for use in Licensee's commercial and/or personal projects, within all media, in perpetuity, throughout the world and Universe. Licensor shall at all times retain all copyrights and intellectual property rights with regard to the marketing, sales and sub-licensing of the Tracks herein and any infringement by Licensee thereof shall become an actionable violation of this license. The licensed rights granted herein are conveyed to Licensee strictly on a non-exclusive basis.

Licensee does not have to pay any royalties for use of the Tracks licensed herein within any media, in perpetuity, throughout the world and Universe.  Licensee pays once for the Tracks licensed herein and can then use licensed Tracks within their own internal projects or productions forever.

All Tracks licensed herein are owned by or licensed to Licensor from various publishers and content providers around the world and Licensor is fully authorized to sub-license Tracks to sub-licensees under the terms of this License, including the sound recording and, for music Tracks, the underlying music composition(s).

RIGHTS GRANTED
For all Tracks licensed herein, Licensee may use the Tracks on a non-exclusive basis during lifetime of Licensee within various different internal commercial and personal works, projects and productions as desired.  Licensee may broadcast the Tracks as part of Licensee's production over any public or private network or transmission system throughout the world in perpetuity.

Licensee may embed Tracks into a product or production (hereinafter the "Derivative Work") and, if so desired, transfer, lease, license or otherwise assign the Derivative Work to any third party without restriction. At all times Licensee shall own the copyright of their Derivative Work and Licensor shall have no copyright ownership or interest in Licensee's Derivative Work. Please note that by transferring a Derivative Work that contains the Tracks licensed herein to some third party, this also effects an assignment of this license to that third party, and in such an event, Licensee shall no longer possess the license for any subsequent use of the Tracks licensed here (see section below about "Assignment Option").

Licensee may transfer the Tracks to any medium necessary (video, film, tape, digital, etc.) to complete Licensee's Derivative Work.

Licensee may edit the Tracks as necessary for adaptation to Licensee's Derivative Work. This includes altering the pitch, tempo, equalization, volume, fading, cross-fading or otherwise editing the Tracks to suit Licensee's productions and projects. For audio-only projects, Licensee must voice over the music in intervals of 30 seconds or less (does not apply to Instrument Tracks nor Sound Effect Tracks licensed herein).

This agreement provides to Licensee a master-use license, a synchronization license and a mechanical license for the commercial and personal use of the Tracks licensed herein. Performance rights issues are covered in detail below.

To clarify the various types of uses permitted of the Tracks licensed herein, below are examples of just some of the acceptable uses:

  • Soundtrack for motion picture production, trailer, preview, intro, extro or header
  • Soundtrack for TV show production, trailer, preview, intro, extro or header
  • TV and radio advertising content or effect (for ad, donut, intro or content)
  • Backing music for a web site or webcast
  • Soundtrack for video games, electronic games, and computer games, whether distributed online, CD-ROM, DVD or via any other media
  • Sound track embedded in electronic devices such as phones or other hardware
  • Soundtrack for software applications, whether distributed online, CD-ROM, DVD or via any other media
  • Embedded in a toy or product
  • Corporate, theatre and competition use (live performances, presentations, seminars, meetings)
  • Soundtrack for video production
  • Soundtrack for student films, project films and other short video or multimedia productions, whether for personal or commercial use
  • Small business professional local use (massage, therapy, dance studios or similar)
  • Embedded in any product for sale or for giveaway 

PERFORMANCE LICENSE AND PERFORMANCE ROYALTIES

Direct License for Non-Broadcast, Non-Internet Uses - For use of music Tracks licensed herein within any media other than television, radio, and Internet, a limited direct license is provided by this license, meaning that no performance royalties shall be due from Licensee to Licensor nor to any Performing Rights Organizations (hereafter "PRO") such as ASCAP, BMI, PRS for Music, etc. for such non-broadcast uses of any music Tracks licensed herein.

Limited Direct License for Internet Uses - For use of music Tracks licensed herein on the Internet, a limited direct license is provided by this license, meaning that no performance royalties shall be due from Licensee to Licensor nor to any Performing Rights Organizations (hereafter "PRO") such as ASCAP, BMI, PRS for Music, etc. However, in the event that the hosting service provider pays performance royalties for any content that is hosted on its service (e.g. YouTube), then any media content that is deployed to that service provider's system by Licensee shall be eligible for, and shall earn its prorated share of any performance royalties, as paid by the hosting service provider, for the sole benefit of the composer(s), lyricist(s) and/or publisher(s) of the music Tracks licensed herein. Licensee shall not share in, nor be eligible to earn any performance royalties as paid through the PROs by the hosting service provider.

Internet Monetization Via Ad Revenue - For any use on the music Tracks licensed herein on video sharing sites such as YouTube, if the video site provides an opportunity for content uploaders to monetize content on the video site via ad revenue, Licensee is entitled to monetize their video(s) if they desire to do so, for their sole benefit. By virtue of this license, Licensee's right to monetize their video(s) supersedes any other competing monetization claims that may exist from any third parties, and any such claims from third parties should be revoked and eliminated by the video sites. To clarify, this license shall serve as legal notice to any such video sharing/video hosting sites to immediately remove any competing monetization claims from any third parties such that the Licensee named herein may monetize their video(s) for their sole and exclusive benefit.

Performance License Exclusion for TV and Radio Uses - For use of music Tracks licensed herein on television and radio, this Agreement does NOT include a performance license. Such so-called "broadcast" uses require the payment of performance royalties by the broadcaster of the production to the appropriate PRO in the country(s) of broadcast. This is true whether the production is a show, commercial, infomercial, film, video or audio-only program or any other type of production for television or radio use.

Broadcasters Obligated to Pay Performance Royalties - If Licensee is not a television or radio station, broadcaster, or network, and is not the actual broadcaster of the production, Licensee does NOT have to pay performance royalties to any PRO in relation to the license of Tracks herein. Otherwise, if Licensee is a television or radio station broadcaster or network, then performance royalties for use of music Tracks licensed herein within a television or radio production which Licensee broadcasts requires the payment of performance royalties to the applicable PRO(s) in the country(s) of broadcast, at standard rates as charged by the PRO(s) in such country(s), typically in the form of an annual blanket license for music performance rights. These PRO(s) shall then provide the public performance license, covering the public broadcast or transmission of Licensee's production which includes one or more music Tracks as licensed herein.

TRACK USAGE REPORT AND LICENSE ASSIGNMENT
For any music Tracks licensed herein, Licensee is required to complete an online Track Usage Report during the Track download process, detailing Licensee's intended use(s) for the Tracks. Licensee strictly agrees to provide accurate and reasonably complete information in the Track Usage Report to identify their intended use(s) of the licensed Tracks. Failure to provide accurate and reasonably complete information about the intended use(s) will render this license null and void and any subsequent production uses of the licensed Tracks shall be deemed to be infringing uses.

When completing the Track Usage Report, Licensee may perform a one-time assignment of this license to an alternate Licensee (hereafter "Alternate Licensee"). This shall allow the Alternate Licensee to then hold the License for the music Tracks and then Licensee shall no longer own the License to the Tracks for their own direct use. To clarify, this license assignment process simplifies the licensing procedure for media production clients to be able to license music Tracks here for use by a sub-client (i.e. within the sub-client's production), and subsequently convey a legal license to the sub-client for the sub-client's use of the music Tracks. Upon such assignment of License, the Alternate Licensee's name shall appear on the Agreement instead of the Licensee's name. Please note that for client-related projects where a sub-client of the Licensee is utilizing the Track for their own benefit, the assignment of the license to the sub-client is strictly required.

For the use of the Tracks as synched with video or other media elements in a production, the Tracks may be assigned as synched with the production to third parties, without restriction.

Other than the one-time assignment permitted (and required for sub-client projects) in the preceding paragraph, Licensee may not otherwise assign, distribute, sell, rent, lease, sub-lease, sub-license, share or otherwise transfer the Tracks except as incorporated in a derivative product or production.  Tracks may not be assigned, transferred, shared, sublicensed, leased, rented or sold among independent or different companies, operating divisions or subsidiaries owned or controlled by a common parent company. To clarify, independent operating divisions or subsidiaries of a parent company are required to purchase their own license for any Tracks they wish to use.


PROHIBITED USES

1. Licensee may not re-record or creatively alter or modify any Tracks in any way without written consent of Licensor. Licensee may, however, edit the Tracks to fit the needs of their production, including adjusting duration, volume, equalization, tempo or pitch.

2. Licensee may not integrate any music Tracks, as found in the Music part of the StockMusicSite.com web site and represented in this agreement, into Licensee's own music tracks or music compositions for the purpose of creating new copyrightable derivative music works or productions. Licensee may, however, integrate any Tracks from the Sound Effects and Instruments part of the StockMusicSite.com web site into Licensee's own derivative music works or music productions.

3. Licensee may not claim ownership or authorship of the Tracks licensed herein.

4. Licensee may not sell, give away or trade the Tracks licensed herein to any other individual or party, although the Tracks herein can be sold only if embedded within Licensee's derivative production which integrates the Tracks. The Tracks may not be resold, traded or given away as part of other music or audio-related collections, in part or in whole.

5. Licensee may not sell the Tracks contained herein as cell phone ringtones.

6. Licensee may not resell, license or otherwise distribute the Tracks licensed herein "as is" (i.e. separate and apart from being embedded in a Derivative Work), either individually or in a collection, on audio-only CDs or other media or in any kind of audio-only format without first negotiating with and licensing the content on a per-CD or per-unit royalty rate from Licensor. For any Sound Effect Tracks and Instrument Tracks licensed herein, such tracks may be embedded into an audio-only song or other audio-only Derivative Work, and such audio-only Derivative Work may be freely sold and distributed without any requirement to pay residual royalties of any kind to Licensor for such use of the Tracks. Such permitted audio-only Derivative Works must not be simply a packaging or repackaging of the Tracks licensed here, for the purposes of reselling or redistributing the Tracks as is, but must be a transformative work that integrates or embeds the Tracks in a creative and transformational manner.

7. Licensor may not record lyrics over the top of any of the Music Tracks available at StockMusicSite.com and copyright such new work nor release the new song as an audio-only release on CD or any other media. Adding vocals to a Music Track can create a new copyrightable derivative song and, as such, uses of the music available at StockMusicSite.com in this manner is STRICTLY PROHIBITED. Licensee may, however, add dialog or in-context singing (vocals) on top of the Music Tracks licensed herein for uses in scenes within film and TV productions, provided that such vocal overlays or enhancements do not give rise to a separate copyrightable audio work and Licensee does not intend to create such a new copyrightable audio work.

8. Licensee may not distribute the Tracks independently of a derivative product or production, or with any directions or instructions as to how the Tracks may be extracted from a production, or with any invitation, suggestion or authorization that the Tracks may be extracted from a production.

9. Licensee may not alter or delete any "watermark" or other ordinarily imperceptible identifier embedded within the Tracks.

10. Licensee may not distribute the Tracks in native format or reformatted, filtered, re-synthesized or otherwise edited, for use by any third party as sounds, music, multi-sounds, samples, multi-samples, programs or patches in a sampler, sample playback unit, website, compact disc (CD), DVD, computer, software or mobile phone.

For questions about these licensing restrictions please contact Licensor to discuss your desired use of the Tracks.


PRODUCTION CREDIT REQUIREMENTS
If any music Tracks licensed herein are used in an audio/visual production where credits are accorded to other providers of licensed material, then for such Tracks a production credit shall be accorded in equal size and comparable placement to other such music credit(s), substantially in the form "Music provided by StockMusicSite.com" with additional credits for the composer(s) and publisher(s) of each Track. Failure to provide the production credit as required herein shall render this agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an infringing use, subject to legal claim for copyright infringement. For sound effects and instrument sounds, a production credit is optional and shall be provided at Licensee's sole discretion in the format of Licensee's choosing.


CUE SHEET INFO
For any uses of music Tracks licensed herein within a production that is broadcast on television or radio, Licensee is strictly required to provide to Licensor a completed cue sheet detailing the use of all music tracks utilized in Licensee's production, including each music Track licensed herein that is used within the production, so that Licensor may file the cue sheet with the appropriate PRO(s). For the avoidance of doubt, no such cue sheet is required in connection with in-theater showings or via internet streaming for any and all purposes including, without limitation, educational uses.

By licensing and downloading music Tracks herein, Licensee hereby agrees to provide required cue sheet information to Licensor. Any failure to provide required cue sheet information to Licensor within not more than two months after Licensee's production work has been completed and the production has been released for broadcast in any country shall render this agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an infringing use, subject to legal claim for copyright infringement.

The relevant track-specific composer and publisher information for music Tracks licensed herein is listed to facilitate Licensee's inclusion of this information within their production's cue sheet. If the Tracks licensed herein are contained within a MusicPack, please contact Licensor to obtain the cue sheet information for the tracks within the MusicPack.


TERM
Perpetuity

TERRITORY
The World

MEDIA USE PERMITTED
All media now known or hereafter devised

WARRANTY AND LIMITATIONS OF LIABILITY
Licensor warrants that it has all necessary rights and authority to enter into and perform this Agreement, and to grant to Licensee each and every right granted to Licensee herein; that it owns or controls 100% of the right, title and interest in and to the Tracks; that Licensee's use of the Tracks hereunder will not violate the rights of any third party, including any third parties whose musical material may be embodied in the Tracks; that no additional payments shall be due for the rights granted herein (including, without limitation, download fees and mechanical reproduction fees), other than those specified herein; that the Tracks are free from any unlicensed "sampled" or other pre-existing musical materials; and that the Licensee shall not be required to obtain any additional consents or pay any additional fees for the use of such "sampled" or other pre-existing musical materials contained in the Master and/or Composition. Licensee's use of the Tracks in accordance with this Agreement and in the form delivered by Licensor will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity, nor give rise to any claim of copyright infringement. Licensor is not liable for any loss, damage, claim or liability arising from or related to any software program, data errors, digital transmission errors, failures, interruptions or delays, regardless of cause.

INDEMNIFICATION
Parties indemnify, save, hold harmless and defend each other from and against any and all claims, demands, suits, damages, liabilities and all reasonable expenses, including reasonable attorneys' fees, against or suffered by the affected party with respect to any matter that arises as a result of any breach or failure of any covenants or warranties of this Agreement by defaulting party (including, without limitation, claims from mechanical collection societies). Each party agrees to provide the other prompt written notice of any claim which could give rise to the indemnification obligation hereunder, and each party shall have the opportunity to participate in the defense of such claim, at their sole expense, with counsel of their choice.

REMEDIES
Parties' rights and remedies in the event of a breach or an alleged breach of this agreement by defaulting party shall be limited to affected party's right, if any, to recover damages in an action at law. Notwithstanding the foregoing, no failure by either party to perform any of its obligations herein shall be deemed to be a breach hereof, unless the other party has given written notice of the alleged breach and allowed 30 days for the breaching party to cure said breach following such notice. In no event shall Licensor be entitled by reason of any breach or alleged breach to enjoin, restrain, or seek to enjoin or restrain the production, distribution, exploitation, advertising, promotion, or publicity of Licensee's project or projects, or elements thereof, which integrate the audio content licensed herein.


NON-PAYMENT
Should Licensee receive and use the Tracks licensed herein in advance of making payment for this license (i.e. a purchase on credit, or via Licensor's Studio Download Privileges program), if payment is not disbursed by Licensee and received by Licensor within ninety (90) days after Licensee's production or project integrating the Tracks licensed herein has been completed and released for broadcast, distribution or other live production use, in any country, this shall render this agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an actionable infringing use, subject to legal claim for copyright infringement.


NO REFUNDS
Stock Music Site does not generally provide refunds.  You have the full opportunity to preview all Tracks before you buy them individually.  Once you have made a purchase and downloaded various Tracks, we have no way to "take back" or remove any sound content from you that you may have downloaded.  Consequently, all sales are final.  Any requests for partial or full refunds are reviewed on case by case basis, and certainly, if there is some problem on our end, we will work with you to resolve the problem.  We strive to be fair to our clients.

ACCURATE INFORMATION
You agree that all information that You provide to Navarr Enterprises, Inc. at any and all times is accurate, complete and not misleading in any material respect. You will not disclose access codes or passwords used in accessing any area of the StockMusicSite.com website to any other party and will maintain such codes or words as confidential. You will exercise due diligence and maintain strict safeguards on all Tracks received by you from StockMusicSite.com to prevent unauthorized use or distribution thereof.

ETHICAL UNDERTAKING
Acceptance and execution of this license agreement shall deemed to be a confirmation by the Parties to each other that no benefit, either in cash or kind, has been provided by either Party to any officer or employee, or any relative or associate of any officer or employee, of the other party or any of its associate companies, in order to secure this license agreement, and; an undertaking that will not provide any benefit, either in cash or kind to any such officer/employee/relative/associate as reward or consideration either for securing this contract or any other matter relating to this contract.

CHOICE OF JURISDICTION
This License Agreement will be governed by and construed in accordance with the laws of the State of Florida without regard to its conflicts of laws provisions.

BINDING AGREEMENT
This is a legal binding agreement between Navarr Enterprises, Inc. (dba StockMusicSite.com) and Licensee (or Alternate Licensee if this license is assigned to an Alternate Licensee) and shall inure to the benefit of the respective successors and/or assigns of the parties hereto, provided, however, that Licensee (or Alternate Licensee) shall remain liable for the performance of all terms and conditions of this Agreement. Download of any Track or Tracks from the StockMusicSite.com web site by Licensee constitutes acceptance of these terms.



AGREED AND ACCEPTED
LICENSOR: /Navarr Enterprises, Inc. (dba StockMusicSite.com)/
DATE: Sep 29, 2016

LICENSEE: (License purchase pending)
DATE: Sep 29, 2016

SCHEDULE A
Media Licensed: All media now known or hereafter devised
License Territory: The World
License Term: Perpetuity
Price: (License purchase pending)


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