1. License Conditions
This document represents an agreement (referred to as the “Music License”) and applies for all music added by you to your content through the features made available to users through Chall AS’ platform for digital challenges and competitions (the “Platform”). Your content is referred to as “Productions” in this document, and all music added to your Productions using the features made available for you in the Platform is referred to as “Music”.
The Music is provided to the Platform by Soundstripe Inc, and the license is included in your access to the Platform.
Music added by other means than through the features made available through the Platform is not covered by this Music License. For your usage of such music, pleas refer to Chall’s General Terms of Service.
In this document, Chall AS is referred to as “us”, “we”, “Chall”, and “Licensor”.
You are sometimes referred to as “you”, and sometimes as “Licensee”.
All Music provided to you under a license (the “License”), which are governed by the terms set out in this document.
The License is conditioned upon material compliance by you and your personnel and contractors (each a “Representative”) with and fulfillment of your responsibilities under this Music License for use or access to the License and Music.
2. License Limits.
(a) Use in Templates: You may not incorporate the Music as an element of a digital template for sale or distribution.
(b) Item Page: In addition to the terms and conditions of this Music License, the License to the Music is subject to any special terms that are contained or linked to in the Item Page for that particular Music, if any, including restrictions on the number or type of Productions in which the Music may be used.
(c) You must Limit Access to Raw Music: You may not allow access to raw Music, except for the purpose of creation, reproduction or distribution of Productions made by or for the Licensee as permitted by this Music License. If you become aware of any unauthorized access, duplication of any Music, you should promptly notify us or Soundstripe.
(d) Restrictions on Transfer of License: The License is non-transferable. This means that you may not resell, sublicense, rent, loan, assign or transfer the Music to any third person, except pursuant to an assignment permitted below or as otherwise expressly authorized in this Music License. For avoidance of doubt, no restriction on transferability in this Music License applies to your Productions that incorporate Music pursuant to the License.
(e) No Distribution of Raw Music: Except as expressly permitted by Section 2 or 3 in this Music License, you may not (i) distribute, transmit or publicly display Music as a template, a standalone file or to others for consumption, reproduction or re-sale, or (ii) superficially modify any raw Music and sell or license it to others for consumption, reproduction or resale.
(f) No Use in Trademarks or Logos: You may not incorporate any Music into a logo, trademark, or service mark.
(g) No Unlawful Use: You may not use any Music in, a pornographic, unlawful, or defamatory context or manner, including use (i) in connection with pornography, adult videos, adult entertainment venues, escort services, dating services, or the like; (ii) in connection with the advertisement or promotion of tobacco products; or (iii) depicting a person in the Music as engaging in acts of moral turpitude or criminal activity.
(h) Use under a Subscription. If you are using the Music under a Subscription offered by us, you may only use or copy the Music during the term of the Subscription except that you may continue to use or distribute Music solely as it is incorporated within your original work or other Productions you created during your Subscription.
3. Music Information Disclaimer:
While Soundstripe has made reasonable efforts to correctly categorize, keyword, caption, description and title the Music, neither we, nor Soundstripe, warrant the accuracy of such information. Additionally, except as expressly set forth in this Music License, neither we, nor Soundstripe, warrant the accuracy of any Music Information.
4. Limitations of Liability.
(a) SOUNDSTRIPE, THE LICENSOR, THE MUSIC CONTRIBUTORS AND THEIR RESPECTIVE AFFILIATES SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES, LOST PROFITS OR, IN THE CASE OF LICENSOR, THE MUSIC CONTRIBUTOR OR THEIR RESPECTIVE AFFILIATES, ANY OTHER DAMAGES, COSTS OR LOSSES, INCLUDING THE COST OF COVER, ARISING UNDER THIS MUSIC LICENSE OR OUT OF OR RELATED TO THE LICENSE, YOUR OR ANY OF YOUR REPRESENTATIVES’ USE OR EXPLOITATION OF MUSIC, THE PLATFORM OR THE MUSIC INFORMATION, ANY SERVICES PROVIDED BY SOUNDSTRIPE, US OR THE RESULTS FROM THE USE THEREOF OR OTHERWISE, EVEN IF WE OR SOUNDSTRIPE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
(b) THESE LIMITS APPLY EVEN IF LICENSOR, THE MUSIC CONTRIBUTORS AND THEIR RESPECTIVE AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT (i) THE FEES, IF ANY, FOR THE USE OF THE MUSIC REFLECT AND ARE SET IN RELIANCE UPON THE ALLOCATION OF RISK AND THE LIMITATIONS OF LIABILITY SET FORTH IN THIS MUSIC LICENSE, AND (ii) THE LIMITATIONS OF LIABILITY HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. NOTWITHSTANDING ANYTHING ELSE IN THIS OR ANY OTHER MUSIC LICENSE, NONE OF THE LICENSOR, SOUNDSTRSIPE, THE MUSIC CONTRIBUTORS OR THEIR RESPECTIVE AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS MADE TO THE MUSIC BY YOU, ANY OF YOUR REPRESENTATIVES OR ANY THIRD PARTY AFTER THE MUSIC IS DOWNLOADED OR THE PARTICULAR CONTEXT IN WHICH THE MUSIC IS USED. Subject to our express warranties, you assume full responsibility for how you use the Music or any services provided by us and the particular context of how the Music is used. Neither Soundstripe or Chall shall be held responsible for any delay or failure to comply with our obligations under this Music License if the delay or failure arises from any cause which is beyond our reasonable control.
(c) No action, regardless of form, arising out of the License, or under this Music License may be brought by you more than one year after the cause of the action has accrued.
5. Term and Termination.
(a) Material Breach by you: The License will terminate automatically without notice from us if you fail to cure a material breach or other material failure to comply with any provision of this Music License within 14 days of written notice from us of the same.
(b) Survival: The terms and provisions this Music License shall survive termination or expiration of this Music License.
6. Miscellaneous Provisions.
(a) If you learn that any Music is subject to a threatened or actual third party claim of infringement, violation of another right, or any other claim for which the Licensor, the Music Contributors or any of their Respective Affiliates may be liable, you will promptly notify us of any such claim. If the Licensor, the Music Contributors or any of their Respective Affiliates learns of such a claim from you, the third party or otherwise and we, in our sole good faith discretion, determine that the claim raises an inappropriate legal risk, upon notice from us, you will (i) remove the Music from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the Music at your own expense if possible. If you do remove and cease use of the Music, we may choose without charge provide you with other Music that we determine with your consent, not to be unreasonably withheld or delayed, is comparable, subject to the other terms and conditions of this Music License.
(b) You will promptly reimburse the Licensor, the Music Contributors or any of their Respective Affiliates for any costs (including reasonable attorneys' fees and court costs) that are incurred by in collecting any License fees or enforcing this Music License.
(c) The Licensor, The Music Contributors or any of their Respective Affiliates are intended third Person beneficiaries of this Music License. Nothing in this Music License, express or implied, is intended to or shall confer upon any other third Person any rights, benefits or remedies of any nature whatsoever.
(d) If you breach any provision of this Music License and we take no action, we will still be entitled to use our rights and remedies in any other situation where you breach this Music License. Your obligations, the limitations and our rights and remedies set out in this Music License are cumulative and are in addition to your obligations and the copyright owner’s rights and remedies at law or in equity.
(e) Except as expressly provided in this Music License, this Music License is personal to you is not assignable by you without Licensor’s prior written consent. Licensor may assign this Music License without your consent to an Affiliate as part of a corporate reorganization or any other Person as part of a merger or asset or business sale so long as such Person agrees to be bound by its terms.
(f) In the event you arrange a public performance of any work that includes Music in connection with any medium that retains valid performance licenses from the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), or other applicable performing rights society, you shall deliver to us a music cue sheet with regard to such work within twenty (20) days of the initial commercial broadcast of such work. Notwithstanding anything else herein, if a work incorporating Music, or part thereof, is distributed through a medium not owned by you, then you acknowledge and agree that such medium must have blanket performance licensing in place with such performance rights organizations, or a separate performance fee must be negotiated in good faith and paid to the publisher.
7. Jurisdiction and governing law
This Music License shall be construed in accordance with the laws of the laws of the United States and the State of Tennessee without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.
The License, any download of Music and access to and use of the Music and the entering into this Music License will be deemed to take place in the United States.
Any dispute relating to or arising from this Agreement, the License, the Music or the use thereof will be resolved exclusively by a State or Federal court in Nashville, Tennessee. You hereby waive any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.
