Stock Music Site - Content License Agreement
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
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
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.
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
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.
This license agreement is effective for the term specified in Schedule A below.
This license agreement is effective for territory specified in Schedule A below.
MEDIA USE PERMITTED
All media now known or hereafter devised
Licensor warrants that it has all necessary rights and authority to enter
into and perform this Agreement; 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.
Licensee and Licensor agree to defend, indemnify and hold each other harmless from and against any and all claims, costs, losses, expenses,
damages, judgments and liability (including reasonable attorney's fees) which may arise as a result of or in connection with any
breach of either party's representations and warranties. Each party's obligations hereunder are conditioned upon the indemnified party
giving prompt written notice of any claim, action, suit or proceeding provided such breach has been reduced to final adverse
judgment by a court of competent jurisdiction or settled with the indemnifying party's prior written consent, which consent shall
not be unreasonably withheld. Each party shall give the other party prompt written notice of any claim which, if proven, would
give rise to indemnification obligation hereunder, and the notified party shall have the opportunity to participate in the defense
of such claim, at such party's sole expense, with counsel of such party's choice.
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.
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.
Licensor generally does not provide refunds. You have the full opportunity to preview all Tracks before you buy them.
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 considered to be final. Any requests for partial or
full refunds must be submitted in writing via the CONTACT option at the top of the Site and will be 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. Please note that changing your mind about utilizing a track, or deciding that you can't afford the purchase after
the fact, are not grounds for Licensor to issue a refund.
ACCURATE INFORMATION & INFORMATION SECURITY
You agree that all information that You provide to Licensor 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 Licensor's 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 Licensor to prevent unauthorized use or distribution thereof.
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,
or associate as reward or consideration either for securing this contract or any other matter relating to this contract.
This License Agreement is made in Florida, and shall be governed by and construed in accordance with the laws of the United States
of America and of the State of Florida. Any cause of action of Licensee with respect to this agreement must be instituted within
one year after the claim or cause of action has arisen or further action is barred.
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 Licensor's web site by Licensee constitutes acceptance of these terms. This agreement represents the
full and complete understanding between the parties. If any clause of this agreement is held to be invalid, the agreement continues in effect
with all other clauses in effect.
AGREED AND ACCEPTED
LICENSOR: /Navarr Enterprises, Inc. (dba StockMusicSite.com)/
DATE: Dec 5, 2016
LICENSEE: (License purchase pending)
DATE: Dec 5, 2016
Media Licensed: All media now known or hereafter devised
License Territory: The World
License Term: Perpetuity
Price: (License purchase pending)