Terms and Conditions for End User License Agreement
This End User License Agreement (EULA) is Sound Logic (logically sound licensing) for the audio clip, sound recording or musical work which you (your crew, the Licensee and/or the End User) intend to license from us (Music From The Lab, MFTL, the Licensor) in exchange for your Sound Payment (money you are paying to MFTL to license the Sound which you intend to utilize) as based upon what you stated to be your best guesstimation (good faith estimation) of your intended audience and intended Sound usage.
Therefore, if you choose to enter into the applicable clauses of this EULA, you are choosing to be legally bound to your agreement as the Licensee. Accordingly, you are (or will be shortly) declaring that you are voluntarily entering into this EULA with MFTL for your one (1) chosen Master comprised of the one (1) underlying musical composition embodied in the Master (where the Master and the composition embodied thereon and any part(s) thereof may be holistically referred to individually and/or collectively as the Sound) which is owned and/or controlled by MFTL (where “owned and/or controlled by MFTL” means MFTL has the legal right to license the usage of the Sound).
If you use the licensed Sound beyond the scope for which you paid, then as soon as you discover your accidental usage-creep (or within a Reasonable Time of when you would have, could have or should have known of such increase in usage) then simply self-report (voluntarily come clean) and pay the difference without fear or threat of penalty (or fear of bodily harm to your family or your pets), and if you do so, then we (MFTL) will extend to you a reasonable amount of grace.
On the one hand, you can't always get what you want, but if you try sometimes you just might find you'll get what you need (genuine props to the Artist Influencers who just popped into your mind).
On the other hand, your upfront honesty and good faith confession inspires us to extend grace so that there is no penalty for your accidental usage-creep: simply pay the Difference between the price of your original licensing fee in view of the actual needed/used licensing fee. The legal system refers to this “Difference” as Restitution (or Even Steven). However, if your level of usage-creep may be reasonably viewed as egregious (smell test: stupid huge in comparison to what you licensed) then we reserve the right to also come after 18% APR on the Difference.
In other words, the phrase “you get what you pay for” is not just a prophetic incantation or mathematic word equation, but it is also good business sense. Paying the market price for the Sound market usage is something that is not only sowing good seeds into good soil (we like to call it seed faith) but it is also something that is helping you to avoid what some might call “bad karma” (our attorneys like to call it, inter alia, avoiding lawsuits or litigation) as the Doctrine of Exchange requires a little bit of this for that (old English “tit for tat”) so walk this way and we’ll remain business friends, otherwise our business friendship ends.
In light of that wisdom: fool us once, shame on you. Full us twice? Nope: although you still need not have any fear or threat of bodily harm to your family or your pets, we will however wash our hands of our business friendship (e.g. no more Chanukah or Christmas invitations) and we reserve all legal rights for the apparent egregious Intellectual Property theft. Like it says on the backside of our greenbacks, In God We Trust: impliedly, all others must pay, which includes Licensees and Licensors, as we hold ourselves to the same standards by which we expect you to operate.
This EULA is comprised of this document, together with the Standard License you have selected, clarified and defined herein in which you choose and pay for the type and amount of usage and dissemination for which you will be using the Sound, and an invoice (“Invoice”) rendered to you in connection with the transaction referred to herein. In lackluster legalese, this “End User License Agreement” constitutes a binding agreement between you and MFTL, as follows:
1. Conditioned upon receipt of payment in full from you of the applicable licensing fee (“Fee”), MFTL grants to you the right to synchronize the Sound in your production (“Production”) solely for your declared use, territory, term, scope (and all other applicable parameters) you selected from our website specified in the Invoice for your chosen Standard License as available via our click-through license on MFTL’s website. For avoidance of doubt and for purposes of clarity, all available Standard Licenses for selection by the click-through process are attached to this License Agreement and the terms contained therein and are herein incorporated by reference. The license granted by MFTL to you in respect to the Sound and usage that you have selected is a nonexclusive, non-transferable contract (“License Agreement” or “EULA”)and is subject to the terms and conditions of this Agreement.
2. The license granted to you authorizes you to use the Sound only as expressly set forth in this License Agreement. In other words, the license type that you choose does not authorize or permit any use of the Sound in a manner that is not expressly set forth in this License Agreement. The terms of this License Agreement are limited to the use of the Sound in synchronization with your Production only as authorized by MFTL in accordance with the terms of the Standard License selected by you and subject in all respects to the restrictions set forth herein and therein.
3. For the sake of clarity, without narrowing or limiting these stipulations, this EULA does not include the following rights and you may not use the Sound as follows: (a) to advertise goods or services in any means or by any manner now or hereafter known for which you have not been licensed, (b) to use on television, in motion pictures unless you have selected and paid for the Independent Film License of the Standard License), (c) to use in video games, webisodes or on the radio; (d) to use for any obscene nastiness (skinamax filth) or unlawful activity or in any manner or any means which may be deemed by a reasonable person to be detrimental to MFTL and/or to the copyright owner(s) of the Sound; (e) to use on any premium streaming service, whether interactive or on demand and/or (f) to use in any manner not specifically delineated and agreed-to.
4. Furthermore, you may not do any of the following: (i) alter the fundamental character of the Sound; (ii) steal the Sound and call it “fair use by parody” by only slightly altering it in a cheeky manner; (iii) make foreign adaptations and/or translations of the music and/or lyrics of the Sound; (iv) make an adaptation or dramatically depict the Sound; (v) use the title of the Sound or the name of the artist and/or songwriter(s) except for the purposes of any required credit, and/or (vi) otherwise alter, edit or remix the Sound.
5. This license is not transferable nor shall you assert any ownership interest whatsoever (including, but not limited to, copyright, trademark, and/or goodwill) in or to the Sound. In no event shall the Sound be featured separately from the approved use, or be offered or provided in or as a non-linear, downloadable, or alterable file. You expressly acknowledge and agree that no right of public performance of the Sound is granted under this License Agreement (unless we have worked out a special license with you for such usage) and you shall be responsible for securing all necessary public performance licenses and paying all public performance fees.
6. MFTL reserves all rights not expressly granted under this License Agreement.
7. You have the right to use or refer to the name(s) of the author(s) and performer(s) of the Sound in the credits, and in any promotions, advertisements and publicity of the Production. In this regard, you agree upon our request, to accord credit in substantially the same manner as you accord credit to all other participants in the Production in accordance with the prevailing contextual usage and industry standards.
8. This License Agreement shall terminate automatically and immediately upon Licensee’s insolvency, assignment for the benefit of creditors, the appointment of a receiver or the breach by you of any of the provisions of this License Agreement. MFTL shall have the right to obtain injunctive relief as a result of any use by you of the Sound after termination of this License Agreement in addition to any other rights and remedies available, including without limitation pursuing an action at law for copyright infringement or IP theft in the Sound.
9. If the applicable Standard License permits you to use the Sound in synchronization with your Production on the Internet (Worldwide Interweb: props to For Your Consideration) or any other online or interactive device or distributed media, you shall use your best efforts to ensure that users may not copy, capture or download the Sound either alone or as synchronized with your Production.
10. MFTL represents and warrants that it has the right and authority to enter into this License Agreement with you and grant you the rights herein granted. Regardless of anything else stated and agreed-to herein, you acknowledge and agree that in granting you these rights, MFTL has relied upon and is relying on the rights it has received from the attributably known copyright proprietors of the Sound and you agree to not bring any action against MFTL in light of any such misunderstanding.
11. Except as specified herein, MFTL makes no warranty, express or implied, regarding the Sound, including without limitation any implied warranties of merchantability or fitness for a particular purpose or noninfringement. Except for any liability which cannot by law be excluded or limited, neither MFTL nor any third party copyright proprietor shall be liable to you for indirect, incidental, special or consequential damages arising out of, or relating to the use of the Sound, whether frames as a breach of warranty, in tort, in contract, or otherwise. In no event shall MFTL’s or any third party copyright proprietor’s liability for any claim arising from the use of the Sound exceed the fees stated in the invoice, regardless of the number or type of claims.
12. Notwithstanding anything to the contrary herein, Licensee shall defend, indemnify and hold harmless MFTL, its affiliates and their respective directors shareholders, officers, members, agents, employees successors and assigns and the copyright proprietors of the Sound, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys’ fees and costs), arising from or related to your breach of this Agreement or your unauthorized use of the Sound.
13. This License Agreement and your selected and purchased usage sets forth the entire agreement and understanding between you and us and (whether written or verbal) supersedes any and all prior agreements and understandings.
14. This License Agreement may not be waived, changed or modified except by an agreement in writing, signed by the party against whom enforcement of the change, modification or waiver is sought. This Agreement will remain and continue to the benefit of (and is binding on) the parties, their successors and assigns, except that the license issued to you pursuant to this License Agreement is personal to you and you may not assign or transfer this License Agreement or any of the rights granted to you and any such assignment shall be void from the beginning (making grace, per se, as null and void which we might have extended to you at the onset of this Agreement).
15. The jurisdictional interpretation of this agreement shall be governed by the laws of the State of California as applicable to entertainment law and respective licensing agreements. Moreover, although the parties agree that the jurisdictional interpretation of this agreement shall be governed by the laws of the State of California, all related parties agree that the venue for any claims or disputes arising under or otherwise in connection with this agreement shall be set and heard in the State and/or Federal Courts located in Tulsa County, Oklahoma and that this Agreement is entered into and performed entirely within the state of Oklahoma. Notwithstanding the foregoing, MFTL and our assignees, successors and designees may seek injunctive or other equitable relief in any jurisdiction to enforce the terms of this agreement and MFTL’s rights hereunder.
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