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  1. The Truth

FOR-PROFIT USE!

Agreement

1. Rights. Licensor grants to Licensee a Non-Exclusive License to use Composition(s) partly or substantially in its/their original form in the recording, manufacture, and profitable distribution of phonograph records, cassette tapes, compact disks, other and miscellaneous audio and digital recordings, and any versions thereof (collectively, the “Recordings”) worldwide for the pressing and digital distribution of up to 1,000 copies of such Recordings or any combination of such Recordings, conditioned upon the payment to Licensor a sum outlined below (see bottom of Agreement). License does not include rights for broadcast on radio stations and performance, live show or concert.

An upgraded license is required to obtain such rights (“Standard Non-Exclusive License”, “Unlimited Non-Exclusive License” or “Exclusive License”).
License also does not include commercial synchronization rights for YouTube and other audio visual usage. A separate license is required to obtain synchronization rights (“Sync License”). However, Composition(s) may be used on audio-visual mediums such as YouTube for non-monetized/non-profitable purposes.

2. Credit. Licensee shall acknowledge the original authorship of Composition(s) appropriately and reasonably in all media and performance formats by acknowledging the relevant author in writing where possible and vocally otherwise.

For example: Emcee – Song (Produced by Elomuse) 

Additionally, Licensee shall acknowledge the original name(s) of Composition(s) in written credits where possible, including but not limited to YouTube video descriptions, album liner notes, blog posts etc.

For example: Beat - “Beat Name” by Elomuse.

Where a project is commercially released and registered with a performance rights organization (such as BMI, ASCAP, SESAC or PRS For Music), Elomuse shall be acknowledged as a Publisher for the purpose of royalty collection with equal shares, e.g. 100% for a Publisher (registered with ASCAP, Member No. 4916389).

3. Indemnification. Licensee hereby agrees to indemnify, defend, and hold harmless Licensor and its officers, agents, and affiliates from and against any and all third party claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including, without limitation, reasonable attorneys’ fees) incurred by, or imposed or asserted against, Licensor arising out of or relating to (i) the violation of any copyright or proprietary right of any third party; (ii) Licensee’s unauthorized use of the Composition; and (iii) any losses arising as a result of the acts, omissions or negligence of Licensee, its officers, its directors and its representatives.

Exclusive License Option. In the event that an Exclusive License is sold for Composition(s) outlined in this NonExclusive License contract, the terms agreed upon shall be upheld. In the event that the Licensee exceeds the total of granted unit copies or any other terms herein, an upgrade of the Non-Exclusive License or a re-negotiation for an Exclusive License may be possible, provided that Composition(s) has/have not been sold.

4. Deliverable. Licensee shall receive a high quality mixed MP3 format version of the Composition(s). Upon payment of an additional fee, Licensee shall also receive the separate track lines (“Trackouts”) in high quality WAV format. 

6. Sample Clearance. Licensee agrees that the clearing of any sampled materials is the responsibility of Licensee. Licensor will make reasonable efforts to provide the name of the sample(s) for Licensee to help with the clearance process.

7. Non-transferable. License is non-transferable, may not be re-sold and is limited to the Composition(s) specified below. License constitutes the entire agreement between Licensor and Licensee with respect to the subject matter hereof and supersedes all previous proposals, whether oral or written, and shall be binding upon Licensor and Licensee and their respective successors, assigns, and legal representatives.

8. Miscellaneous.

a. If any provision of License is held to be invalid, illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that License otherwise remains in full force and effect and enforceable.

b. License is governed by and shall be construed under the laws of the United States of America, without regard to the conflicts of laws and principles thereof. Each party hereby consents to personal jurisdiction in any action brought in any court, federal or state, within the United States of America.

c. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof.  Paragraph headings are inserted only for the purpose of convenient reference and shall not be given any legal effect.

d. The failure by Licensee to perform any of its material obligations hereunder shall be deemed a breach of this Agreement.

e. This Agreement shall not be construed against either party as the drafter, it being agreed that the parties have drafted this agreement jointly.   PARTIES HEREBY ACKNOWLEDGE THAT PARTIES HAVE BEEN ADVISED TO SEEK AND RECEIVE LEGAL ADVICE FROM INDEPENDENT COUNSEL WITH RESPECT TO THE TERMS AND PROVISIONS CONTAINED IN THIS AGREEMENT.  PARTIES HAVE EITHER CONSULTED WITH SUCH ATTORNEY OR HAVE WAIVED SUCH RIGHT AND HAVE DECIDED TO ENTER INTO THIS AGREEMENT FREELY, WITHOUT ANY COERCION OR DURESS FROM ANY PERSON.