This License Agreement (the “Agreement”), having been made on and effective as of {CONTRACT_DATE} (the “Effective Date”) by and between {PRODUCER_ALIAS} (the “Producer” or “Licensor”); and you, {CUSTOMER_FULLNAME} (“You” or “Licensee”), residing at {CUSTOMER_ADDRESS}, sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music file entitled {PRODUCT_TITLE} (the “Sound”) in consideration for Licensee’s payment, on a so-called “{LICENSE_NAME}” basis.

This Agreement is issued solely in connection with and for Licensee use of the Sound pursuant and subject to all terms and conditions set forth herein.

License Fee:

The Licensee to shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Sound 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.

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.

Definitions:

Broadcast:

(a) Traditional television or radio broadcast (e.g. terrestrial, cable or satellite TV, broadcast radio); (b) Mobile or online substitutes for traditional television or radio broadcast (e.g. mobile TV, IPTV (streaming TV or video-on-demand), streaming radio); (c) theatrical representations, taking into account the total size of the audience from all performances.

Indie Film:

A film not for general theatrical release. “Indie Film” includes a student film, a film distributed on online user generated platforms, and a film festival screening.

Use of the Sound:

In consideration for Licensee’s payment of the License Fee, the Producer hereby grants Licensee a limited non-exclusive, worldwide license and the right to incorporate, include and/or use the Sound in the preparation of one (1) application (a single product or project):

1. Synchronisation with an audio-visual or audio-only work, to create one End Product that incorporates the Sound as well as other things, so that it is larger in scope and different in nature than the Sound.
   • Examples of End Products for broadcast and film: theatrically released film, TV and radio advertisements, and TV series.
2. The license includes the right to utilize the Sound through communication to the public (performance), display, distribution, and unlimited reproduction. The Licensee can make unlimited copies of digitally downloaded or physical versions of the Broadcast End Product, there is no limit to the Broadcast audience size, and use in a theatrically released film is permitted. Read the later clauses for things that are not Allowed Uses.
3. The Licensee can create one End Product for a client, and the Licensee can transfer that single End Product to his client. This license is then transferred to his client.
4. You can make an unlimited number of copies of the End Product. You can distribute the End Product through multiple media or make it available online to an unlimited audience.
5. The Licensee can modify or manipulate the Sound, or combine the Sound with other works, to suit his End Product. The resulting works based on the Sound are subject to the terms of this license. The Licensee cannot claim ownership to the Sound, whether it’s in original form or altered under this clause.
   • Examples: The Licensee can edit, loop or stretch a music track to suit his project. The Licensee can’t create a remix of a music track and claim or register it as his own song.
6. Although this is a “single application” license, under one license the Licensee may make allowed variations of an End Product and distribute an End Product through multiple mediums.
   • Examples of allowed variations: “cut down” versions of a single advertisement; distribution of a film or TV series on DVD.
7. This is a “single application” license for one Allowed Use, so the Licensee will need a separate license for each different Allowed Use.
8. The Licensee can’t re-distribute the Sound as stock, in a tool or template, or with source files. The Licensee can’t do this with a Sound either on its own or bundled with other items (such as an audio compilation), even if the Licensee modify the Sound. The Licensee can’t re-distribute the Sound as-is or with superficial modifications. These things are not allowed even if the re-distribution is for free.
   • Examples: The Licensee can’t modify a music track and distribute it on a music CD. The Licensee can’t add lyrics over the top of a music track and sell it as his own song on iTunes. The Licensee can’t use a music track in his internet radio service.
9. The Licensee can redistribute the Sound as part of a song, but only if the Sound is an ambience (the licensee cannot remix a “Song” Sound) and if the Sound isn’t the main focus of the Song.
   • Examples: The Licensee cannot create an interlude song in his album that would be one of the Producer ambience Sounds or several mixed together. However, The Licensee can use the Producer ambience Sounds as a song intro, or within a song.
10. The Licensee can’t use the Sound in applications allowing an end user to customize a digital or physical product to their specific needs, such as “on demand”, “made to order” and “build it yourself” applications. The Licensee may use the Sound in these ways only if the Licensee purchase a separate license for each final product created using the Sound.
    • Examples of this specific “single application” requirement: Online video or animation rendering services, “build his own website” services, photo slideshow creators, and e-card generators. The Licensee will need one license for each product created by a customer, or contact us to discuss.
11. The Licensee must not permit an end user to extract the Sound and use it separately from an End Product.
12. The Licensee can’t claim trademark or service mark rights over the Sound within an End Product.

Ownership:

The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Sound, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights.

Credit:

The licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for the accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producers credit. In the event of any failure by Licensee to issue the credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in the substantial form: “Audio by {PRODUCER_ALIAS}” or similar, with proper links to the Michael Ghelfi Studios if the media platforms allows it.

Breach by Licensee:

The licensee shall have twenty (20) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within twenty (20) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and at Producer’s sole discretion, the termination of Licensee’s rights hereunder.

If Licensee engages in the commercial exploitation of the Sound outside of the manner and amount expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount considered fair with such unauthorized commercial exploitation of the Sound.

The Licensee shall be responsible for all costs, expenses or damages that Producer incurs as a result of any violation by the Licensee of any provision of this Agreement. Licensee’ obligation shall include court costs, litigation expenses, and reasonable attorneys’ fees.

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.

This agreement shall be governed by and interpreted in accordance with the laws of Switzerland applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles.