Beatwave - Terms of Use

Effective Date: July 14, 2023

Last Updated: July 14, 2023

THIS TERMS OF USE AGREEMENT (THE “TERMS“) GOVERNS YOUR USE OF THE WEBSITES OF THE SNOW BROS LLC (“BEATWAVE”, “WE” or “US” ), INCLUDING, WITHOUT LIMITATION, WWW.BEATWAVE.IO (COLLECTIVELY, THE “WEBSITE“), BEATWAVE’S DIGITAL APPLICATIONS (EACH, AN “APP“), AND ANY SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE OR APPS AND ASSOCIATED SOFTWARE MADE AVAILABLE THROUGH THE WEBSITE AND APPS (COLLECTIVELY, WITH THE WEBSITE, THE “SERVICE“). BY ACCESSING OR USING THE SERVICE, CLICKING ON THE “I ACCEPT” OR SIMILAR BUTTON, AND/OR COMPLETING THE REGISTRATION PROCESS, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THIS AGREEMENT (AS HEREINAFTER DEFINED). IF YOU ARE NOT ELIGIBLE (SEE BELOW), OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE AND YOU MAY NOT ACCESS OR USE THE SERVICE.

PLEASE BE AWARE THAT SECTION XIV (DISPUTE RESOLUTION AND ARBITRATION AGREEMENT) OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT AND SHALL NOT APPLY IN ANY INSTANCE.

Introduction and Eligibility

Please read these Terms carefully before using the Service. Your use of, and participation in, the Service may be subject to additional terms for specific BeatWave products, including, without limitation, BeatWave Beats, or tools such as BeatWave Player, as further described below (“Supplemental Terms“), such as, but not limited to, the terms and conditions set forth in the BeatWave Store & Community Terms of Use. Such Supplemental Terms will either be listed in these Terms or will be presented to you for your acceptance when you sign up to use the supplemental features of the Service. Without limiting the foregoing, certain materials, tools, or components of the Service made available through the Service (including premium add-ons and Player features) may be subject to license terms and conditions that are different from those set forth herein. Any such terms and conditions will be identified for such materials, tools, or components of the Service, and by downloading same, you agree to be bound by and comply with such Supplemental Terms.

If any provision in these Terms is inconsistent with any provision in the Supplemental Terms, the provision in the Supplemental Terms shall control with respect to the applicable Service for which the Supplemental Terms have been provided. The Terms and any applicable Supplemental Terms are hereinafter referred to herein as the “Agreement.”

1. Revisions to the Agreement

WE RESERVE THE RIGHT TO CHANGE THE AGREEMENT AT ANY TIME, IN OUR SOLE DISCRETION. PLEASE CHECK THESE TERMS PERIODICALLY FOR CHANGES. When changes are made, BeatWave will make a new copy of the Agreement available on the Website and within the Apps, or otherwise posted through the Services. We will also update the “Last Updated” date at the top of the Agreement. Any changes to the Agreement will be effective immediately for new users of the Service and on the stated Effective Date for existing Users (collectively, “Users“). BeatWave may require you to consent to the updated Agreement in a specified manner before further use of the Service is permitted. In the event you do not agree to any change(s) after receiving such notice thereof, you must stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance of such change(s).

2. Eligibility

You must be at least 18 years old to use the Service. By accessing or using the Service or otherwise agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your use of the Service is in compliance with any and all applicable laws and regulations. If you are an individual representative of an entity, organization, or company, you represent and warrant that you have authority to bind such entity, organization, or company to the Agreement.

The Service

1. General

The Service offers a platform designed to provide you with resources to enhance music creation and collaboration, allowing access to top-tier beats. The Service is owned and operated by BeatWave, and the visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by BeatWave are protected by intellectual property and other laws. In addition to the foregoing, all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials included and made available to you by BeatWave in the Service are the property of BeatWave or its third-party licensors (the “BeatWave Property“). You may only use the BeatWave Property as provided herein, and BeatWave reserves all rights to the BeatWave Property not granted expressly in these Terms.

2. Your Use of the Service and BeatWave Property

Unless otherwise expressly authorized by BeatWave in writing, including within the Service (e.g. for versions of BeatWave Beats that can be used commercially), we authorize you, subject to this Agreement, to access and use the Service and the BeatWave Property, at our discretion solely for your own personal or internal business purposes. Any other use is expressly prohibited.

3. BeatWave Beats

Beatwave Beats is a curated catalog of materials such as beats from the Service, i.e., materials made available for download through BeatWave Beats are collectively referred to herein as “Beats” and gives Users the access to a fixed number of credits (“Credits”) per month to redeem for downloads of Beats. Unless otherwise indicated through the service, previewing or auditioning any Beats, organizing Beats into your personal collection and saving a Beat to “Your Beats” for future use, in each case without downloading a Beat, generally does not require a Credit. Once you redeem a Credit for a Beat, unless otherwise indicated through the Service, you may re-download that Beat an unlimited amount of times from BeatWave Beats without using additional Credits as long as your subscription is still active and your Beat license hasn’t expired. 

3.1 License and Ownership Terms for BeatWave Beats

3.1.1 Your Use of Beats. Beats are licensed, not sold, to you.

3.1.1.1 New Recordings. Subject your compliance with the Agreement we grant you a non-exclusive, non-transferable, perpetual right to use Beats you obtain through BeatWave Beats to create new recordings (each a “New Recording“). This means that you may modify, reproduce, publicly perform, distribute, transmit, communicate to the public, sublicense and otherwise use Beats as embodied in a New Recording, including for commercial purposes, except as prohibited hereinbelow. You (and/or any applicable third-party contributors or artists engaged by you in connection with the New Recording) will own any original contributions made to the New Recording that are not comprised of Beats (e.g., added vocals or added instrumentation). For the avoidance of doubt, you will not own the Beats.

3.1.1.2 Creative Works. Further subject to your compliance with the Agreement, we grant you a non-exclusive, non-transferable, perpetual right to use Beats you obtain through BeatWave Beats for non-commercial and commercial use in creative works other than New Recordings, such as but not limited to, video games, film or television projects, radio, live performances, and so-called vlogs, used either in isolation as sound effects, loops, and/or sound mixes (collectively, “Creative Works“).

3.1.1.3 Prohibited Uses.

3.1.1.3.1 Notwithstanding anything to the contrary and with respect to both New Recordings and Creative Works, you may not (a) sublicense the Beats in isolation as sound effects, loops, or as source material for any other form of sample (even if you modify the Beats), (b) use or sublicense Beats in a manner competitive to BeatWave or its licensors, (c) sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer all of the Beats to a third party except as incorporated into a New Recording or Creative Work; (d) redistribute Beats in new sample packs or (e) use any Beats or portions of Beats identified as made available for “preview” other than to internally and locally (on the Service) preview the applicable Beat (and for the avoidance of doubt, “preview” Beats may not be modified, reproduced, publicly performed, distributed, transmitted, communicated to the public, sublicensed, or otherwise used and may not be used for commercial purposes). Additionally, for clarity, you may not use the name, image, or likeness of the artist or producer associated with a Beat in any way without that artist’s or producer’s express written permission. Prohibited uses include, but are not limited to, including the photo of an artist associated with a Beat when promoting your New Recording or Creative Work and/or crediting the artist as a featured artist on or other contributor to your New Recording.

3.1.1.3.2 If you represent a business entity, you agree that only one individual affiliated with that entity may use a downloaded Beat as specified above. If multiple individuals would like to use a downloaded Beat, you will need to use Credits to download that Beat multiple times.

3.2 Unoriginal Beats. We make efforts to require that all Beats provided to us by third parties are original. If we learn that a Beat previously provided to you was not original to the provider, or we have a good faith reason to believe the Beat is not original, we may remove the Beat from the Service and may use reasonable efforts to notify you. If you have reason to believe that a Beat you obtained from BeatWave Beats is not original to the provider, please let us know by emailing support@beatwave.io.

3.3 Fees and Billing for BeatWave Beats

3.3.1 Fees. BeatWave Beats is provided as part of the Service. 

3.3.2 Promotional Codes. From time to time, in connection with other promotional activities for Beats made available on BeatWave Beats, we may offer promotional codes (“Codes“) that can be redeemed as Credits for Beats. Codes are for personal and non-commercial use only and may not be duplicated, sold or transferred in any manner. Only one Code can be used per User in connection with each promotion. We reserve the right to disable any Code in our sole discretion. Codes (a) may only be used pursuant to the specific terms that we establish for such Code; (b) are not valid for cash; and (c) may expire prior to your use. We may withhold or deduct Credits or other features or benefits obtained through the use of Codes by you if we determine or believe that the use or redemption of a Code was in error, fraudulent, illegal, or in violation of the applicable Code terms or the Terms.

4. App License. Subject to your compliance with the Agreement, BeatWave grants you a limited non- exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of an App on a single mobile device or computer that you own or control and to run such copy of such App solely for your own personal or internal business purposes; provided that the use of an App in connection with portions of the Service expressly authorized by BeatWave for commercial use (e.g. with versions of BeatWave Beats that can be used commercially) shall not, in and of itself, be deemed a breach of this Section.

5. Certain Restrictions. You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. In using the Service, you shall not:

(a) interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) modifying, translating, adapting, merging, making derivative works of, disassembling, decompiling, reverse compiling or reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

(b) interfere with the operation of the Service or any User’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;

(c) perform any fraudulent activity including impersonating any person or entity, or claiming a false affiliation;

(d) disclose personal information about another person or harass, abuse, or post objectionable, pornographic, harmful, offensive, or obscene material;

(e) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of your rights in the Service to a third party without our express written consent;

(f) use the Service in an illegal way or in violation of any applicable law or that otherwise results in fines, penalties, and other liability to us or others;

(g) violate, or encourage others to violate, any right of a third party (including by infringing or misappropriating any third-party intellectual property right);

(h) frame or utilize framing techniques to enclose any trademark, logo, or other BeatWave Property (including images, text, page layout or form);

(i) use any metatags or other “hidden text” using BeatWave’s name or trademarks;

(j) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);

(k) except as expressly stated herein, copy, reproduce, distribute, republish, download, display, post or transmit any BeatWave Property in any form or by any means;

(l) remove or destroy any copyright notices or other proprietary markings contained on or in the Service;

(m) if you are a business entity, use the Service in connection with more than one individual affiliated with that entity per subscription; or

(n) assist or permit any persons in engaging in any of the activities described above. BeatWave, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of the Service or BeatWave Property terminates the licenses granted by BeatWave pursuant to the Agreement. You may use the Service only for its intended purpose.

 

6. Updates. You acknowledge and agree that BeatWave may require you to accept updates to the Service that you have installed on your computer or mobile device. You acknowledge and agree that BeatWave may update the Service with or without notifying you. You may also need to update third-party software from time to time in order to use Service and any third-party software (for example, for certain premium add-ons and Plug-Ins you purchase, license, or otherwise access through the Service).

Account Creation and Your Account

1. Registering an Account

1.1 Certain parts of the Service require you to create an account (“Account“) by providing a valid email address, username, password and other information as prompted by the registration form. When registering, you are prohibited from selecting or using as a username that is: (a) a name of another person with the intent to impersonate that person; (b) a name that is subject to any rights of a person other than you without appropriate authorization; or (c) a name that is otherwise offensive, vulgar or obscene. For example, you may not register using the name of a musical artist, unless you have the rights to such name.

1.2 We reserve the right to reject any username or to terminate your username and give such username to another User of the Service in our sole discretion, and without any liability to you. You represent and warrant that (a) the information you provide to us upon registration and at all other times will be accurate, current and complete and (b) you will maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or is incomplete, or BeatWave has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or is incomplete, BeatWave has the right to suspend or terminate your Account and refuse any and all current or future use of Service (or any portion thereof). You agree not to create an Account or use the Service if you have been previously removed or banned from using the Service.

2. Your Log-In Credentials. You are responsible for maintaining the confidentiality of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials. You must notify us immediately at support@beatwave.io if you believe the confidentiality of your log-in credentials has been compromised or if you suspect unauthorized use of your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. You agree that you shall monitor your Account to prevent use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors.

 

3. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of BeatWave.

 

4. Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Service, including but not limited to, a mobile device that is suitable to connect with and use the Service in cases where the Service offers a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.

Communications

By using the Service or providing personal information to us, you agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include but are not limited to: operational communications concerning your Account or the use of the Service, updates concerning new and existing features on the Service, communications concerning promotions run by us or our third-party partners, and news concerning the BeatWave and industry developments. IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

Your Content

1. You Must Have Rights to the Content You Submit. You may have the ability to submit, upload, publish, display, or otherwise make available through the Service musical works and sound recordings, literary works, photographs, audiovisual works and artwork (“Content“). You or a third-party licensor, as appropriate, retain all intellectual property rights to all Content that you make available (“Your Content“). BeatWave does not claim ownership of Your Content. This also means that you are responsible for protecting any of your rights in Your Content and we need not enforce a violation of these Terms by another User as it pertains to Your Content. When you post or publish Your Content in the Service, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. Do not submit any Content to the Service if you are not the owner of all intellectual property and other proprietary rights in such Content, or are not fully authorized to grant rights in all of the elements of the Content. For the avoidance of doubt, any posting of Your Content is a privilege, not a right, and we may terminate the privileges of any User at any time and for any reason, without liability to such User. If you find objectionable content in any Content posted by a User on the Service, then please notify us by sending an e-mail to support@beatwave.io. You are solely responsible for Your Content.

 

2. License to Your Content. Subject to any applicable account settings that you select, you grant BeatWave a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Service to you and to our other Users. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Service.

 

3. No Obligation to Screen Content. You acknowledge that BeatWave has no obligation to screen Content, although BeatWave reserves the right in its sole discretion to screen, refuse, or remove any Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including, without limitation, chat, text, or voice communications. In the event that BeatWave screens, refuses, or removes any Content, you acknowledge that BeatWave will do so for BeatWave’s benefit, not yours. Without limiting the foregoing, BeatWave shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.

 

4. Storage. Unless expressly agreed to by BeatWave in writing elsewhere, BeatWave has no obligation to store any of Your Content that you submit to the Service. BeatWave has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Your Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service.

 

5. Username. You hereby expressly permit BeatWave to identify you by your username as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.

 

6. Specific Rules for Musical Works. If you are a composer or author of a musical work and have affiliated with a musical works performing rights organization (e.g., ASCAP, BMI, and SESAC), then you must notify your such organization of the royalty-free license you grant through the Agreement to us. You are solely responsible for ensuring your compliance with the relevant organizations reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in the Agreement or have such music publisher enter into the Agreement with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in the Agreement.

 

7. Through-To-The-Audience Rights. All of the rights you grant in the Agreement are provided on a through-to-the-audience basis, meaning the owners or operators of third-party sites, as well as other Users who properly use and obtain the rights you have granted in the Agreement, will not have any responsibility to you or any other third party for Your Content made available on such third-party sites via the Service.

BeatWave Marks

BeatWave, the BeatWave logo, and other BeatWave logos and product and service names are registered or unregistered trademarks of BeatWave (the “BeatWave Marks“). Without our prior written permission, you may not display or use in any manner the BeatWave Marks.

Feedback

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback“), then you grant BeatWave an unrestricted, perpetual, irrevocable, non-exclusive, worldwide, fully-paid, royalty-free, fully transferable and sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. You acknowledge that your submission of Feedback is at your own risk and that BeatWave has no obligations (including, without limitation, obligations of confidentiality, credit or payment) with respect to such Feedback.

Interactions with Other Users

1. Content Provided by Other Users. We do not represent or guarantee the truthfulness, accuracy, or reliability of Content submitted to the Service by other Users (“User Content“). You accept that any reliance on Content posted by other Users or third parties will be at your own risk. By using the Service, you accept the risk that you might be exposed to Content that is objectionable to you.

2. User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Service, including Users. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release us of all claims, demands, and damages in disputes among you and other Users of the Service and will not involve us in such disputes. Use caution and common sense when using the Service and dealing with other Users.

Fees and Payment Terms

1. Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. As a condition to subscribing to the Service, you must either provide BeatWave’s Third-Party Payment Processor with a valid credit card or debit card number (Visa, MasterCard, or any other issuer accepted by us), or allow for payment through your PayPal account (“Payment Provider“). Your Payment Provider agreement governs your use of the designated credit card, debit card, or PayPal account, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing BeatWave with your credit card or debit card number or PayPal account and associated payment information, you agree that BeatWave is authorized to immediately charge your Account for all fees and charges due and payable to BeatWave hereunder and that no additional notice or consent is required. You agree to immediately notify BeatWave of any change in your billing address or the credit card, debit card, or PayPal account used for payment hereunder. We may also receive updates to your credit card, debit card, or other payment information from our payment processors. If such changes or updates to your payment information occur after a renewal of your subscription for which BeatWave has not received payment, we may also change your subscription period. Following any change or update, whether made by you or by us, you authorize us to continue to charge the applicable method of payment. BeatWave reserves the right at any time to change its prices and billing methods upon notice to you in the Service and by email, which changes will come into effect on the Renewal Date (defined below).

2. Service Subscription Fees. You will be responsible for payment of the applicable fee for any Service (each, a “Service Subscription Fee“) at the time you create your Account and select your package (each, a “Service Commencement Date“). Except as set forth in the Agreement, all fees for the Service are non-refundable.

3. Taxes. The payments required under (Service Subscription Fees) of this Agreement do not include any Sales Tax (as defined below) that may be due in connection with the services provided under this Agreement. If BeatWave determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, BeatWave shall collect such Sales Tax in addition to the payments required under (Service Subscription Fees) of this Agreement. If any services, or payments for any services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to BeatWave, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify BeatWave for any liability or expense BeatWave may incur in connection with such Sales Taxes. Upon BeatWave’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this Section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

4. Withholding Taxes. You agree to make all payments of fees to BeatWave free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to BeatWave will be your sole responsibility, and you will provide BeatWave with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.

5. Free Trials and Other Promotions. Any free trial or other promotion that provides User level access to the Service must be used within the specified time of the trial. At the end of the trial period, your use of the Service will expire, and any further use of the Service is prohibited unless you pay the applicable subscription fee. If you are inadvertently charged for a subscription, please contact support@beatwave.io to have the charges reversed. For the avoidance of doubt, all free trials, promo codes and other promotions are subject to the terms, conditions, and limitations presented by BeatWave with such promotion.

6. Cooling-off Rights for UK and EU Users. If you are based in the UK or EU, you may also cancel the following during the specified time period (each a “Cooling-off Period“): (a) your subscription to the Service, within the first 14 days of signing up to that paid plan (or the free trial associated therewith) or upgrading your plan (when applicable); (b) your purchase of any license within the Service (e.g., for a Beat), within 14 days of that purchase; or (c) any purchase of additional Credits, within 14 days of that purchase. If you cancel your subscription, upgrade, or any purchase during a Cooling-off Period, we will reimburse in full the applicable payment you have made. However, if you use the Service in any way during a Cooling-off Period (e.g., by commencing a download of a Beat, applying any Credits, or otherwise), you agree that you have expressly agreed to waive your cancellation rights and you will not be entitled to receive either a full or partial refund of the applicable payment you have made. If you sign-up for a free trial you acknowledge that the relevant Cooling-off Period commences on the date of commencement of the free trial, and not on the date of BeatWave charging the Service Subscription Fee in accordance with this Agreement; however, your cancellation and refund rights will not be lost by your use of Services for the purposes permitted within that free trial (e.g., auditioning, liking and organizing Beats) during this Cooling-off Period.

DISCLAIMER OF WARRANTIES

1. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) THE SERVICE, BEATWAVE PROPERTY, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND (B) BEATWAVE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. BEATWAVE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, THAT ANY OF THOSE ISSUES WILL BE CORRECTED, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICE OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BEATWAVE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

FROM TIME TO TIME, BEATWAVE MAY OFFER NEW “BETA” FEATURES, PRODUCTS OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES, PRODUCTS OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT BEATWAVE’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES, PRODUCTS OR TOOLS.

2. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT THE BEATWAVE ENTITIES (AS DEFINED BELOW) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE BEATWAVE ENTITIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD PARTY SERVICE PROVIDERS, AND OPERATORS OF THIRD-PARTY WEBSITES, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY ADS (AS DEFINED BELOW), AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

3. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU UNDERSTAND THAT BEATWAVE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE. BEATWAVE MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BEATWAVE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.

4. Third-Party Materials. As a part of the Service, you may have access to materials that are hosted by another party. You agree that it is impossible for BeatWave to monitor such materials and that you access these materials at your own risk.

LIMITATION OF LIABILITY AND INDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL BEATWAVE, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, PARTNERS, AND LICENSORS (COLLECTIVELY, “BEATWAVE ENTITIES“) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY BEATWAVE ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE BEATWAVE ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF $100 AND THE AMOUNTS YOU HAVE PAID TO BEATWAVE, IF ANY, DURING THE SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION XI WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

FOR UK USERS, BEATWAVE DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY BEATWAVE’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.

You hereby release BeatWave Entities and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Service, including but not limited to, any interactions with or conduct of other Users or Third-Party Services of any kind arising in connection with or as a result of the Agreement or your use of the Service. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a BeatWave Entity or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Service provided hereunder.

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will indemnify and hold harmless the BeatWave Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) Your Content; (b) your unauthorized use of, or misuse of, the Service; (c) your violation of any portion of the Agreement, or any applicable law or regulation; (d) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right (including, without limitation, in connection with any use of User Content or a BeatWave Beat); or (e) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you will cooperate with our defense of those claims.

Term and Termination

1. Term. The Agreement is effective beginning when you accept the Agreement or first access or use the Service, and ending when terminated as described herein.

2. Automatic Renewal. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically renew on the first day following the end of such period (each a “Renewal Date”) and continue for an additional equivalent period, AND YOUR PAYMENT PROVIDER AUTOMATICALLY WILL BE CHARGED SPLICE’S THEN-CURRENT PRICE FOR SUCH SUBSCRIPTION. >BY SUBSCRIBING, YOU AUTHORIZE SPLICE TO CHARGE YOUR PAYMENT PROVIDER NOW, AND AGAIN AT THE BEGINNING OF ANY SUBSEQUENT SUBSCRIPTION PERIOD. If you do not wish your subscription to renew automatically, or if you want to change or terminate your subscription, please contact BeatWave at support@beatwave.io or log in and go to the “Billing” section of your “Account” page. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a refund of any portion of the subscription fee paid for the then-current subscription period. Upon renewal of your subscription, if BeatWave does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that BeatWave may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be re-activated, and your new subscription period will restart as of the day payment was received).

3. Termination. If you violate any provision of this Agreement, BeatWave may, at its sole discretion, terminate this Agreement or suspend or terminate your access to the Service. We may also change, suspend, or discontinue any aspect of the Service at any time. You may terminate your Account and this Agreement at any time by sending an email to support@beatwave.io or use any termination functionality that may be offered through the Service.

4. Effect of Termination. Termination of your subscription includes removal of access to the Service and may include barring of further use of the Service. Termination of your subscription also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of the Service may involve deletion of Your Content associated therewith from our live databases, although copies of Your Content may remain stored on back-up storage media maintained by or for us. You grant us a royalty-free license to retain such back-up copies of Your Content on storage media maintained by or for us. If you stop using the Service but keep Your Content on the Service, then this Agreement will continue to apply in full force and effect for so long as Your Content is available on or through the Service. BeatWave will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of your subscription, including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

BeatWave Lease Agreement

1. License Fee.

The Licensee shall make payment of the License Fee to BeatWave on the date of this Agreement. All rights granted to Licensee by the Producers in the Beats 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.

2. Delivery of the Beats:  

  1. BeatWave agrees to deliver the Beats as high-quality MP3 & WAV files, as such terms are understood in the music industry.
  2. BeatWave shall use commercially reasonable efforts to make the Beats available for download to Licensee immediately after payment of the License Fee is made. Licensee will access the Beats via their BeatWave account.

 

3. 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.

4. Use of the Beats: 

a. In consideration for Licensee’s payment of the License Fee, BeatWave hereby grants Licensee a limited non-exclusive, nontransferable license and the right to incorporate, include and/or use the Beats in the preparation of one (1) new song or to incorporate the Beats into a new piece of instrumental music created by the Licensee for each leased Beat. Licensee may create the new song or new instrumental music by recording his/her written lyrics over the Beats and/or by incorporating portions/samples of the Beats into pre-existing instrumental music written, produced and/or owned by Licensee. The new song or piece of instrumental music created by the Licensee which incorporates some or all of the Beats shall be referred to as the “New Song”. Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beats in preparation of the New Song for public release.

b. This License grants Licensee a worldwide, non-exclusive license to use the Beats as incorporated in the New Songs 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 Beats pursuant to this Agreement are on a NON-EXCLUSIVE basis and BeatWave shall continue to license the Beats upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

The New Songs may be used for any promotional purposes, including but not limited to, a release in a single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming.

Licensee may perform the songs publicly for-profit performances and for an Unlimited non-profit performances, including but not limited to, at a live performance (i.e. concert, festival, nightclub, etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio, etc.). The New Songs may be played on any number of terrestrial or satellite radio stations;

The Licensee may use the New Songs in synchronization with audiovisual works. The audiovisual works may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download by the public including but not limited to on YouTube and/or Vevo. BeatWave grants no other synchronization rights to Licensee;

The Licensee may make the New Songs available for sale in physical and/or digital form and sell up to 5,000 downloads/physical music products and are allowed up to 20,000 monetized audio streams, 1 monetized video stream, 100,000 non-monetized video streams, and are allowed Unlimited free downloads. The New Songs may be available for sale as a single and/or included in a compilation of other songs bundled together by Licensee as an EP or a full-length Album. The New Songs may be sold via digital retailers for permanent digital download in MP3 format and/or physical format, including compact disc and vinyl records.

For clarity and avoidance of doubt, the Licensee does NOT have the right to sell the Beats in the form that they were delivered by BeatWave. The Licensee must create a New Song for its rights under this provision to vest. Any sale of the Beats in their original form by Licensee shall be a material breach of this Agreement and the Licensee shall be liable to BeatWave for damages as provided hereunder.

c. Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to BeatWave any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to BeatWave in connection with the use/exploitation of the New Songs as set forth in this Agreement.

5. Restrictions on the Use of the Beat: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Beat or New Song in the manners, or for the purposes, set forth below:

  1. 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;
  2. The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works EXCEPT as expressly provided for and pursuant to Paragraph 4(b)(iii) of this Agreement for use in one (1) Video. This restriction includes, but is not limited to, use of the Beat and/or New Song in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet which is not expressly permitted herein.
  3. The Licensee shall not have the right to license or sublicense any use of the Beat or of the New Songs, in whole or in part, for any so-called “samples”.
  4. 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 Beat in the form, or a substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people who are working on the New Song.
  5. THE LICENSEE IS EXPRESSLY PROHIBITED FROM REGISTERING THE BEAT AND/OR NEW SONG WITH ANY CONTENT IDENTIFICATION SYSTEM, SERVICE PROVIDER, MUSIC DISTRIBUTOR, RECORD LABEL OR DIGITAL AGGREGATOR (for example TuneCore or CDBaby, and any other provider of user-generated content identification services). The purpose of this restriction is to prevent you from receiving a copyright infringement takedown notice from a third party who also received a non-exclusive license to use the Beat in a New Song. The Beat has already been tagged for Content Identification (as that term is used in the music industry) by BeatWave as a pre-emptive measure to protect all interested parties in the New Song. If you do not adhere to this policy, you are in violation of the terms of this License and your license to use the Beat and/or New Song may be revoked without notice or compensation to you.
  6. As applicable to both the underlying composition in the Beat and to the master recording of the Beat: (i) The parties acknowledge and agree that the New Song is a “derivative work”, as that term is used in the United States Copyright Act; (ii) As applicable to the Beat and/or the New Song, there is no intention by the parties to create a joint work; and (iii) There is no intention by BeatWave to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

 

6. Ownership:

  1. BeatWave is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by BeatWave. Nothing contained herein shall constitute an assignment by BeatWave to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office. The aforementioned right to register the New Song and/or the Beat shall be strictly limited to BeatWave. Licensee will, upon request, execute, acknowledge and deliver to BeatWave such additional documents as BeatWave may deem necessary to evidence and effectuate BeatWave’s rights hereunder, and Licensee hereby grants to BeatWave 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 BeatWave.
  2. For the avoidance of doubt, you do not own the master or the sound recording rights in the New Song. You have been licensed the right to use the Beat in the New Song and to commercially exploit the New Song based on the terms and conditions of this Agreement. Notwithstanding the above, you do own the lyrics or other original musical components of the New Song that were written or composed solely by you.
  3. With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, the Licensee, and BeatWave hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:
    • Licensee owns 100% of the writer’s share.
    • BeatWave, owns 0% of the writers share.
    • BeatWave shall own, control, and administer Null Percent (0%) of the so-called “Publisher’s Share” of the underlying composition.

    • In the event the Licensee wishes to register his/her interests and rights to the underlying composition of the New Song with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register BeatWave’s share and ownership interest in the composition to indicate that BeatWave wrote and owns 0% of the composition in the New Song and as the owner of 0% of the Publisher’s share of the New Song.

  4. The licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to BeatWave and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

 

7. Mechanical License: If any part of the musical composition recorded in the New Song is written or composed by BeatWave, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by BeatWave or any entity in which BeatWave has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. BeatWave hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the New Song. For that license, on the United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the respective country on the date that this agreement has been entered into.

8. Credit: Licensee shall have the right to use and permit others to use the approved name, likeness, and other identification and approved biographical material of the individual Producer(s) associated with the Beat, as facilitated by BeatWave, solely for trade purposes and otherwise without restriction, solely in connection with the New Song recorded under this Agreement. Licensee shall use their best efforts to credit the individual Producer(s) as a “producer” and shall give the individual Producer(s) appropriate production and songwriting credit on all compact discs, records, music videos, and digital labels, or any other record configuration manufactured, both currently known or created in the future, that embodies the New Song created under this Agreement. This should be done on all cover liner notes, any records containing the New Song and on the front and/or back cover of any album listing the New Song and other musician credits. Licensee shall use their best efforts to ensure that the individual Producer(s) are properly credited. Licensee shall check all proofs for the accuracy of credits, and shall use their best efforts to correct any mistakes regarding the individual Producer(s)’s credit immediately and on a prospective basis. In the event of any failure by Licensee to issue the credit to the individual Producer(s), Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Produced by [Individual Producer’s Name].”

9. Licensor’s Option: Licensor shall have the option at Licensor’s sole discretion, to terminate this License at any time within three (3) years of the date of this Agreement upon written notice to Licensee. In the event that Licensor exercises this option, Licensor shall pay to Licensee a sum equal to Two Hundred Percent (200%) of the License Fee paid by Licensee. Upon Licensor’s exercise of the option, Licensee must immediately remove the New Song from any kind and all digital and physical distribution channels and must immediately cease access to any streams and/or downloads of the New Song by the general public.

 

10. Breach By Licensee: 

  1. The Licensee will have five business days after receiving a written notice from the Producer or the Producer’s authorized representative to address and rectify any alleged breach of the agreement. If the Licensee fails to fix the issue within this period, this would constitute a breach of the agreement, leading to a potential termination of the Licensee’s rights at the Producer’s discretion
  2. If the Licensee exploits or sells the Beat or New Song commercially in a manner not explicitly provided for in the agreement, the Licensee will be liable to pay the Producer an amount equal to all the money received by the Licensee, or any third party on its behalf, from such unauthorized exploitation of the Beat and/or New Song.
  3. The Licensee agrees that any breach or potential breach of this agreement could result in irreparable harm to the Producer that wouldn’t be sufficiently remedied by financial damages. Therefore, in case of a breach or potential breach by the Licensee, the Producer may seek and is entitled to a temporary restraining order and a preliminary injunction to prevent the Licensee from violating the agreement. This doesn’t limit the Producer from pursuing any other available legal or equitable remedy for such breach, including but not limited to recovering damages from the Licensee. The Licensee will be responsible for all costs, expenses, or damages that the Producer incurs as a result of the Licensee’s violation of any provision of the agreement, including court costs, litigation expenses, and reasonable attorney’s fees.

 

11. Warranties, Representations, and Indemnification: 

a. The Licensee agrees that the Licensor has not guaranteed or promised that the Beat is suited to the specific creative use or musical purpose that the Licensee intended. The Beat, its sound recording, and the underlying musical composition are provided to the Licensee “as is”, with no warranties of any sort or fitness for a specific purpose.

b. The Producer assures and represents that they have the full right and ability to enter into this agreement and are not under any disability, restriction, or prohibition concerning the grant of rights hereunder. The Producer assures that the creation, sale, distribution, or other exploitation of the New Song will not infringe or violate any common law or statutory right of any person, firm, or corporation, including contractual rights, copyrights, and rights of privacy and publicity, and will not constitute libel and/or slander. The Licensee also assures the same. However, the Producer does not take responsibility for any elements added to the New Song by the Licensee, and the Licensee indemnifies and holds the Producer harmless for any such elements. The Producer also assures that they did not “sample” any copyrighted material or sound recordings belonging to any other person, firm, or corporation without first notifying the Licensee. The Licensee is not obligated to approve the use of any sample, but if they do, they must bear any payments related to it, including legal clearance costs. If the Licensee knew that “samples” were used by the Producer but the Producer did not disclose this, the liability for infringement or violation of third party rights arising from the use of such “sample” shifts from the Producer to the Licensee.

c. Both parties agree to indemnify and hold each other harmless from any and all third-party claims, liabilities, costs, losses, damages, or expenses that the non-defaulting party actually incurs. They shall protect the non-defaulting party against any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses, including reasonable attorneys’ fees, resulting from any breach or claim of breach of the warranties.

 

12. Miscellaneous: This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. 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. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the Tbilisi GE applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in Laguna Hills, CA. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be

deemed to be received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT

ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or to render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

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