Exclusive License (Buyout)

 

In a Nutshell

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What you CAN do with the End Product (*Derivative Work)

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• Once your song is complete it's 100% yours   

• You own ALL rights and privileges to your final product

• Promote, distribute, sell your song

• Post to YouTube, Instagram, Facebook or any social media

• License to TV, or any commercial use

 

Any track that falls under this exclusive license will be removed from MusicForMySong.com once it has been purchased.  No one else can purchase it or use it without your permission.

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What you CAN'T do with the purchased track

• Sync license of "track only" with any media.  In other words, you must add your vocal to the ​purchased track to create a *derivative work.

• Sell or give away the unaltered product "track only" such as music libraries or karaoke companies.

 

 

Agreement Details

 

Buyout License

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This Track Buyout Purchase Agreement (this “Agreement”) is a legal agreement governing the sale of [the track identified on the MusicForMySong Checkout Page and receipt for the transaction, and the stems for said track if purchased] (the “Track”), between the party selling the Track (“Seller”) and the party receiving [conditional] ownership of the Track (“Recipient”), as such parties are so identified on the receipt for the transaction (the “Receipt”). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Recipient hereby agree as follows:

 

1. Payment. In full and complete consideration to Seller for entering into this Agreement, and for all rights transferred by Seller to Recipient hereunder, Recipient agrees to pay, and Seller agrees to accept, the fee set forth on the MusicForMySong Checkout Page and Receipt (the “Fee”). The fee is non-refundable and non-recoupable.

2. Ownership. Seller hereby irrevocably assigns and transfers to Recipient all of Seller’s right, title and interest, in and to, the Track, including, without limitation, all copyrights and any other intellectual property or proprietary rights embodied therein (the “Rights”). For the avoidance of doubt, the Rights include all copyrights in both the Track’s composition and any sound recordings thereof. Seller hereby irrevocably waives any and all of Seller’s moral rights with respect to the Track. Although Recipient shall have the right to use and exploit the Track as set forth herein, Recipient shall have no obligation to, nor does Recipient make any warranty or representation that Recipient shall, do so, or that Recipient will produce, release, use, or distribute the Track. The Rights shall include, without limitation, all copyrights, neighboring rights, trademarks, and any and all other ownership and exploitation rights in the Track now or hereafter recognized in any and all territories and jurisdictions, including, without limitation, production, reproduction, distribution, adaptation, performance, fixation, rental and lending rights, exhibition, broadcast, and all other rights of communication to the public, and the right to exploit the Track throughout the universe in perpetuity in all media, markets, and languages and in any manner now known or hereafter devised Unless otherwise indicated on the MusicForMySong Checkout Page and Receipt, Recipient shall have no right to use the Licensor’s name, stage-name, image, or other indicia of Licensor’s identity and persona to market and promote the Derivative Work. If the SoundBetter Checkout Page and Receipt specify that the Track is licensed “with Likeness Rights”, Recipient shall have the right, but not the obligation, to use Seller’s name, image, and likeness in connection with the Materials; provided that no such use shall endorse any product, service, or company. The Track may have been licensed previously, and such licenses may be outstanding. Licensor shall be under no obligation to terminate any such previously granted licenses. For the avoidance of doubt, to the extent any Third-Party IP (as defined below) is incorporated into the Track, Recipient’s rights to such Third-Party IP shall be no greater than those rights currently held by Seller. Therefore, although Recipient’s shall, upon execution of this Agreement, own the intellectual property rights embodied in the Track taken as a whole, Recipient’s shall not own such Third-Party IP.

3. Indemnification. Seller will indemnify, defend, and hold harmless Recipient and MusicForMySong and their respective officers, directors, members, managers, employees, and agents from and against any damages, losses, claims, suits, or proceedings (including, without limitation, reasonable attorneys’ fees and expenses) based on or arising from Seller’s breach of any of the representations and warranties hereunder. Recipient will indemnify, defend, and hold harmless Seller and MusicForMySong and their respective officers, directors, members, managers, employees, and agents from and against any damages, losses, claims, suits, or proceedings (including, without limitation, reasonable attorneys’ fees and expenses) based on or arising from a claim that a derivative work of the Track infringes or misappropriates the intellectual property rights of any third party, other than to the extent such infringement claim arises from a breach by Seller of the representation and warranties hereunder.

4. Covenants. Recipient agrees not to grant any sync licenses for the Track in its unaltered state. Recipient shall only be allowed to grant sync licenses for *derivative works of the Track, and only if such derivative works include the addition of a vocal melody and lyrics covering at least 50% (“Meaningful Additions”) to the audio of the Track. Notwithstanding the foregoing, Recipient shall be allowed to sync the Track in connection with one (1) audio-visual production, where such audio-visual production’s primary purpose is to promote the Track and/or Recipient, but not for any other commercial purposes. Should Recipient assign any of the Rights to any third party, such third party must accept the ongoing covenants of this Section 5 as well. 

5. Termination and Reversion. If Recipient violates its covenants in Section 5 of this Agreement, ownership of the Track and all of the Rights shall automatically revert back to Seller (a “Reversion”), and Seller shall be under no obligation to return the Fee. This Agreement shall terminate upon any such Reversion. 

6. General. MusicForMySong is an express, intended, third-party beneficiary under this Agreement. Seller’s rights and remedies in the event of a breach or alleged breach hereof shall be limited to recovery of amounts owed to Seller, but Seller will not be entitled to restrain or enjoin the exploitation of the Track and hereby irrevocably waives any right to seek injunctive relief. This Agreement and the business terms set forth on the Receipt with respect to the Track is the entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements, negotiations, representations, and understandings between the parties with respect to such subject matter. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of Tennessee, without reference to the choice of law rules thereof. The parties hereby consent and agree to the exclusive jurisdiction of the courts of the State of Tennessee for all suits, actions, or proceedings directly or indirectly arising out of or relating to this Agreement, and waive any and all objections to such courts. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement.

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