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):
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.
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