Sync License Agreement — MusicNation360
1. Grant of License
Subject to the terms of this Agreement and receipt of full payment, MusicNation360 ("Licensor") grants the Licensee a non-exclusive, non-transferable license to synchronize the Licensed Work with audio-visual content ("Project") and to distribute, publicly perform, and transmit the resulting synchronized work ("Licensed Use").
2. Permitted Uses
- Synchronize the Licensed Work with video content including advertisements, films, documentaries, television programs, podcasts, YouTube videos, social media content, corporate presentations, live events, games, and apps.
- Distribute the Project in any format or medium, including digital streaming platforms, broadcast television, cinema, and physical media.
- Reproduce the Licensed Work solely as embedded within the Project.
3. Restrictions
This license does not permit:
- Sampling or interpolation of the Licensed Work into a new musical composition.
- Remixing, re-recording, or creating derivative works of the Licensed Work.
- Extracting stems or isolated audio elements from the Licensed Work.
- Releasing the Licensed Work as a standalone track on any DSP or distribution platform.
- Claiming exclusivity over the Licensed Work or any rights therein.
- Sublicensing, selling, or transferring this license to any third party.
- Training AI or machine learning models using the Licensed Work.
- Any use beyond the scope, territory, and tier specified in Section 4.
4. Scope and Territory
The permitted territory and use scope are specified on the face of this certificate. Any use outside that scope requires a separate written agreement with Licensor.
5. One-Stop Clearance
Licensor warrants that it controls 100% of the master recording rights and publishing rights required for the Licensed Use (synchronization license and master use license). No separate clearance from a publisher, PRO, or third-party rights holder is required for the Licensed Use.
6. Licensor Warranties
Licensor warrants that: (a) it has the right to grant this license; (b) the Licensed Work does not, to Licensor's knowledge, infringe any third-party intellectual property rights; and (c) Licensor will defend Licensee's Licensed Use against any third-party claim arising solely from Licensor's breach of clause (a) or (b), provided Licensee notifies Licensor promptly in writing.
7. Licensee Warranties
Licensee warrants that: (a) it will use the Licensed Work only as permitted herein; (b) any Project incorporating the Licensed Work complies with all applicable laws; and (c) Licensee will indemnify Licensor against any claims arising from Licensee's breach of this Agreement or misuse of the Licensed Work.
8. Limitation of Liability
In no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages arising from this Agreement, even if advised of the possibility thereof. Licensor's total aggregate liability shall not exceed the license fee paid by Licensee.
9. Term
This license is perpetual unless revoked due to Licensee's material breach of this Agreement that remains uncured for thirty (30) days after written notice.
10. Governing Law
This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law provisions. Any dispute shall be resolved by binding arbitration under JAMS rules in Delaware.
11. Entire Agreement
This certificate, together with the tier-specific grant terms below, constitutes the entire agreement between the parties regarding the Licensed Work and supersedes all prior discussions and representations.