August 1, 2011
This agreement (Agreement) shall be binding upon TaurusBeats.com (TaurusBeats) and any purchaser, artist, producer, or company (Licensee) who downloads an instrumental track (Beat) after purchasing a non-exclusive license from the TaurusBeats.com website. The Licensee acknowledges and agrees that he or she shall be bound by the terms and conditions of this Agreement and that this Agreement applies to each Beat that the Licensee downloads.
No Sale
The Licensee acknowledges and agrees that this Agreement does not effectuate any sale of the Beat. Except for the rights specifically licensed under this Agreement, the Licensee shall not have any right, title or interest in or to, and in any event shall have no ownership of, the Beat, including any copyright and other intellectual property rights.
License
Subject to the terms and conditions of this Agreement, TaurusBeats hereby grants to the Licensee a non-exclusive, 1-year, worldwide, non-transferable license to use and reproduce the Beat, in accordance with the Uses Section, solely for (a) personal or educational purposes and (b) in connection with the operation of a business. However, the Licensee shall have no right to sell or distribute for sale the Beat or any reproductions thereof, whether alone or incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known which primary value lies in the Beat itself.
The Licensee shall have no right to grant sublicenses. The Licensee shall have the right to transfer files containing the Beat or permitted derivative works to direct clients, customers, and employees, or have the Beat reproduced by subcontractors, provided that such subcontractors agree to abide by the restrictions of this agreement. In the normal course of workflow, the Licensee may also convey to a third party temporary copies of the Beat that are integral to the work product and without which the work product could not be completed. Third parties and subcontractors shall have no further or additional rights to use the Beat and cannot access or extract it from any other file provided.
Uses
The Licensee shall have the right to record their lyrics over the beats, creating a derivative work. The derivative work may be used as follows:
- Unlimited use for personal entertainment;
- Create and distribute an unlimited number of copies (at no charge) to use for promotional purposes, demo shopping, etc.
In all cases, the Licensee shall include in the credits on the CD and CD label: "Produced by Taurus M. James (ASCAP) for ITNOJ Music (ASCAP)".
Samples
The Licensee acknowledges that the beat may contain third-party samples or musical interpolations which may need to be cleared. The Licensee acknowledges, agrees and warrants that he or she shall accept full and complete responsibility to clear (obtain permission from the original songwriters, publishers, recording labels, and other related organizations) any and all samples or interpolations in writing before distribution. The Licensee's contribution to any derivative product containing the Beat will not contain any third-party samples or musical interpolations unless the Licensee has legally cleared all composition and recording rights to such sample or interpolation in writing.
Restrictions
Notwithstanding anything to the contrary contained in this Agreement, and without limitation to any aforementioned restrictions, the Licensee acknowledges, agrees and warrants that he or she shall not:
(a) Sublicense, sell, assign, convey or transfer any of its rights under this agreement. Sell, license or distribute the Beat or any modified Beat as stand-alone files or as part of an online database or any other database, or any derivative product containing the Beat in such way that would allow a third party to download, extract or access the Beat as a stand-alone file;
(b) Share the Beat with any other person or entity except as expressly permitted under this Agreement;
(c) Post the Beat online in downloadable format, post the Beat on an electronic bulletin board, or enable the Beat to be distributed via mobile telephone devices;
(d) Download or store the Beat on more than one computer at the same time, except that the Licensee may make a single backup copy to be stored on media separate from the single permitted computer;
(e) remove any notice of copyright, trademark or other intellectual property right, or other information that may be embedded in, or in connection with the Beat in its original downloaded form, it being understood that the Licensee shall reproduce any and all such notices in any backup copy of the file comprising the Beat that the Licensee makes;
(f) Take any action in connection with the Beat that violates any law, regulation or statute in an applicable jurisdiction;
(g) Take any action in connection with the Beat that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Beat and the rights of any person who, or any person whose lyrics, are recorded over the Beat.
Payments and Pricing
As indicated above, the Licensee shall pay to TaurusBeats a license fee as indicated for each beat, collection of beats, or special promotional pricing as applicable.
Ownership and Retention of Rights
The Licensee acknowledges and agrees that TaurusBeats (Taurus M. James) retains all rights, title and interest in and to the Beat (except for the rights granted pursuant to this Agreement), and that neither title nor any ownership interest in or to the Beat is transferred to the Licensee by virtue of this Agreement. TaurusBeats shall also retain the right to use, reproduce or display the Beat solely to demonstrate the Beat as part of its professional portfolio. Without any limitation to any other rights that TaurusBeats may retain, TaurusBeats shall continue to have the right to use the Beat for internal archival and reference purposes.
Cue Sheets
If and when this music is broadcast or performed in public, cue sheets must be properly completed and filed. This does not represent any additional cost neither for producer, nor for broadcaster. It merely ensures proper distribution of performance royalties already paid by the broadcaster as a set monthly or annual broadcasting license fee.
Representations and Warranties
In addition to the representations and warranties made by the Licensee above, each of TaurusBeats and the Licensee hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.
Indemnification
The Licensee agrees to indemnify, defend and hold harmless TaurusBeats and its affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (collectively, 'Indemnitees') from and against all claims, expenses (including attorney fees) or other liability arising from the Licensee's breach of any of his or her representations, warranties or obligations under this Agreement, and from any and all uses of the Beat, including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or 'false light', right of publicity or blurring or distortion or alteration whether or not intentional. TaurusBeats shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by the Licensee with counsel of its own choosing. The Licensee shall fully cooperate with TaurusBeats in the defense of any such claim, action or matter.
Limitations and Disclaimer
The Licensee agrees that neither TaurusBeats nor its affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)-licensees (other than the Downloading Licensee), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use or non-use of the Beat, even if such parties have been advised, or advised of the possibility, of such damages.
THE WORK IS PROVIDED 'AS IS' AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Term and Termination
This Agreement shall continue for one year from the date the beat was purchased unless terminated in accordance with this Section. TaurusBeats may at any time terminate this Agreement with respect to any Beat in the event of any breach by the Licensee of any of his or her representations, warranties or obligations under this Agreement. The Licensee may at any time terminate this Agreement. Each of TaurusBeats and the Licensee shall notify the other in the event it, he or she terminates this Agreement. TaurusBeats shall also have the right, in its sole discretion, to deny the downloading of any Beat from any TaurusBeats owned, licensed or affiliated website. Upon termination of a license for any particular Beat, the Licensee shall immediately cease using such Beat, destroy, delete or remove the Beat from its premises, computer systems and storage (electronic and physical), and shall ensure that its clients and customers do likewise.
Effect of Termination
Upon the termination of this Agreement, the Licensee shall cease using the Beat and destroy all copies of the Beat, and all derivative works and related materials (if any), in his or her possession or control. At TaurusBeats's request, the Licensee shall certify in writing to such destruction of the Beat, derivative works and/or related materials. Termination of this Agreement shall not relieve the Licensee from any payment obligations that may have arisen prior to such termination. The provisions of Sections No Sale, Payments and Pricing, Ownership and Retention of Rights, Representations and Warranties, Indemnification, Limitations and Disclaimer, Effect of Termination and Miscellaneous shall survive the termination of this Agreement.
Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia, without regard to any conflict of laws principles. Any legal action, suit or proceeding arising out of or relating to this Agreement shall be instituted in a court of competent subject matter jurisdiction in the federal or state courts of the State of Virginia, and the Licensee and TaurusBeats each submit to the personal jurisdiction of such court and waive any right each might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.
The relationship between TaurusBeats and the Licensee under this Agreement is that of independent contractors. For clarification purposes, the parties are not joint ventures, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner.
The Licensee agrees that he or she shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with the license granted to him or her under this Agreement.
No waiver on the part of TaurusBeats to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of TaurusBeats to exercise any such power, right, privilege or remedy, shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
Except with respect to any trademark rights, all rights and licenses granted by TaurusBeats under or pursuant to this Agreement are for all purposes of Section 365(n) of Title 11 of the United States Code ('Title 11'), licenses of rights to 'intellectual property' as defined in Title 11. TaurusBeats agrees that, in the event of commencement of bankruptcy proceedings by or against TaurusBeats under Title 11, the Licensee, as licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights under this Agreement (including the license granted under this Agreement) and all of its rights and elections under Title 11.
TaurusBeats shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Licensee shall have no right to assign any of his or her rights or obligations under this Agreement.
This Agreement shall be inure to the benefit of, and be binding upon, TaurusBeats and the Licensee, and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than TaurusBeats and the Licensee, and their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other.
If any term or provision of this Agreement is invalid, illegal or unenforceable, all other terms and conditions of this Agreement shall nevertheless remain in full force and effect.
The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement
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Terms and conditions of this online agreement subject to change without notice.