Below are the two license agreement options offered by Sonomotif for your Theme Set.
By agreeing to the Terms & Conditions, you are signing off on the corresponding license agreement that you have purchased. While both are listed below for your reference, you are only agreeing to the specific License Agreement related to your order (“Online Use” or “Broadcast/Major Media”).
You will receive a copy of your license specific to your theme set and information that can be downloaded anytime in your Sonomotif user dashboard for your reference.
Online Use- Exclusive License
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, Sonomotif’s collection of music files entitled {PRODUCT_TITLE} (the “Theme Set”) 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 Theme Set pursuant and subject to all terms and conditions set forth herein.
License Fee:
The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Sonomotif Media Inc. 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.
Delivery of the Theme Set:
Licensor agrees to deliver the Theme Set as a collection of high-quality WAV files, as such terms are understood in the music industry. Licensor shall use commercially reasonable efforts to deliver the Theme Set to Licensee immediately after payment of the License Fee is made. Licensee will receive download links to their chosen Theme Set files via email, to the email address Licensee provided to Licensor, or via immediate download link.
Term:
The Term of this Agreement shall be perpetual, unless overwritten by a new agreement signed by both parties.
Use of the Theme Set:
In consideration for Licensee’s payment of the License Fee, Sonomotif Media Inc. hereby grants Licensee a limited exclusive-use, nontransferable license and the right to incorporate, include and/or use the audio in the preparation of audio and/or visual content as described below created by the Licensee. Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Theme Set in preparation of their content for public release.
This License grants Licensee a worldwide, exclusive license to use the Theme Set as incorporated in the content in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Theme Set pursuant to this Agreement are on an EXCLUSIVE basis and Sonomotif Media Inc. shall no longer license this Theme Set to another client upon payment from you.
The Online Use Exclusive License includes a non-transferable, perpetual, exclusive-use license for unlimited use on audio/podcast platforms (e.g. iTunes, Soundcloud, Libsyn, spotify, etc.), independent video games, and online video streaming platforms such as Youtube, Vimeo, Facebook, Instagram, Twitch, TikTok, etc.
If your content project expands distribution to broadcast/major media platforms (cable/digital television, am/fm radio, paid digital video streaming platforms such as Netflix, Hulu, Prime video, Disney+, Crave, etc., AA/AAA Video games, and any paid advertisements on these platforms), you must upgrade your license to the Broadcast/Major Media license.
Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Sonomotif Media Inc. any royalties, fees, or monies paid to or collected by the Licensee, or which would otherwise be payable to Sonomotif Media Inc. and their respective artists in connection with the use/exploitation of the Theme Set as set forth in this Agreement. In the event of an expanded distribution into broadcast/major media as explained above, a new royalty structure may be put in place subject to the specific the distribution channel. The royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.
Restrictions on the Use of the Theme Set: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Theme Set in the manners, or for the purposes, set forth below:
The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party.
Ownership:
Sonomotif Media Inc. is and shall remain the sole owner and holder of all rights, title, and interest in the Theme Set, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by a Sonomotif Artist. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the Theme Set and/or any of its musical components with the U.S. Copyright Office or any other Copyright Office. The aforementioned right to register the Theme Set shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within ten (10) business days after so requested by Producer.
For the avoidance of doubt, you do not own the master or the sound recording rights in the Theme Set. You have been licensed the right to use the Theme Set and to commercially exploit it’s audio components via synchronization to audio/visual content based on the terms and conditions of this Agreement.
Breach by Licensee:
The licensee shall have five (5) 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 five (5) 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 and/or sale of the Theme Set outside of the manner expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Theme Set.
Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. 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.
Warranties, Representations, and Indemnification:
Licensee hereby agrees that Licensor has not made any guarantees or promises that the Theme Set fits the particular creative use or musical purpose intended or desired by the Licensee. The Theme Set, its sound recordings, and the underlying musical compositions embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
Producer warrants and represents that they have the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the Theme Set hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.
Licensee warrants that the exploitation and synchronization of the Theme Set hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.
Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment;
provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.
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.
No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of {STATE_PROVINCE_COUNTRY} applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles.
You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the {STATE_PROVINCE_COUNTRY}. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein.
All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. A copy of all such notices sent to Producer shall be concurrently sent to sonomotif@gmail.com. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable.
This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.
Broadcast/Major Media – Exclusive Use License
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, Sonomotif’s collection of music files entitled {PRODUCT_TITLE} (the “Theme Set”) 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 Theme Set pursuant and subject to all terms and conditions set forth herein.
License Fee:
The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Sonomotif Media Inc. 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.
Delivery of the Theme Set:
Licensor agrees to deliver the Theme Set as a collection of high-quality WAV files, as such terms are understood in the music industry. Licensor shall use commercially reasonable efforts to deliver the Theme Set to Licensee immediately after payment of the License Fee is made. Licensee will receive download links to their chosen Theme Set files via email, to the email address Licensee provided to Licensor, or via immediate download link.
Term:
The Term of this Agreement shall be perpetual, unless overwritten by a new agreement signed by both parties.
Use of the Theme Set:
In consideration for Licensee’s payment of the License Fee, Sonomotif Media Inc. hereby grants Licensee a limited exclusive-use, nontransferable license and the right to incorporate, include and/or use the audio in the preparation of audio and/or visual content as described below created by the Licensee. Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Theme Set in preparation of their content for public release.
This License grants Licensee a worldwide, exclusive license to use the Theme Set as incorporated in the content in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in the Theme Set pursuant to this Agreement are on an EXCLUSIVE basis and Sonomotif Media Inc. shall no longer license this Theme Set to another client upon payment from you.
The Broadcast/Major Media Exclusive Use License includes a non-transferable, perpetual, exclusive-use license for unlimited use on broadcast media and major media platforms. This includes cable/digital television, am/fm radio, paid digital video streaming platforms such as Netflix, Hulu, Prime video, Disney+, Crave, etc., AA/AAA Video games, and any paid advertisements on these platforms, motion pictures, television production (including, without limitation, movies-for-television, television mini-series and television series, whether produced for exhibition on network television, free over-the-air syndicated television, pay cable, basic cable, pay-per-view, or otherwise) or any other production (including, without limitation, home video productions). This license also covers online use such as audio/podcast platforms (e.g. iTunes, Soundcloud, Libsyn, spotify, etc.), independent video games, and online video streaming platforms such as Youtube, Vimeo, Facebook, Instagram, Twitch, TikTok, etc.
Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall be required to report public performances of exploited Theme Set audio via cue sheets in order to ensure correct royalties are paid out to respective composers by major distribution networks or otherwise where the theme set is being exploited. The royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.
Restrictions on the Use of the Theme Set: Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of the Theme Set in the manners, or for the purposes, set forth below:
The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party unless granted explicit permission from Sonomotif Media Inc. in a separate written agreement signed by all parties involved.
Ownership:
Sonomotif Media Inc. is and shall remain the sole owner and holder of all rights, title, and interest in the Theme Set, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by a Sonomotif Artist. Nothing contained herein shall constitute an assignment by Licensor to Licensee of any of the foregoing rights. Licensee may not, under any circumstances, register or attempt to register the Theme Set and/or any of its musical components with the U.S. Copyright Office or any other Copyright Office. The aforementioned right to register the Theme Set shall be strictly limited to Producer. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within ten (10) business days after so requested by Producer.
For the avoidance of doubt, you do not own the master or the sound recording rights in the Theme Set. You have been licensed the right to use the Theme Set and to commercially exploit it’s audio components via synchronization to audio/visual content based on the terms and conditions of this Agreement.
Breach by Licensee:
The licensee shall have five (5) 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 five (5) 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 and/or sale of the Theme Set outside of the manner expressly provided for in this Agreement, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation of the Theme Set.
Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. 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.
Warranties, Representations, and Indemnification:
Licensee hereby agrees that Licensor has not made any guarantees or promises that the Theme Set fits the particular creative use or musical purpose intended or desired by the Licensee. The Theme Set, its sound recordings, and the underlying musical compositions embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
Producer warrants and represents that they have the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the Theme Set hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.
Licensee warrants that the exploitation and synchronization of the Theme Set hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.
Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment;
provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.
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.
No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of {STATE_PROVINCE_COUNTRY} applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles.
You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the {STATE_PROVINCE_COUNTRY}. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein.
All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may be designated by either party. Such notices shall be deemed given when received. A copy of all such notices sent to Producer shall be concurrently sent to sonomotif@gmail.com. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or To render this agreement or any part thereof unenforceable.
This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it was delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgment that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.