direct download: content license agreement
Target Market Music, LLC.
Content License Agreement
This agreement is a contract between you or as applicable, your company, your employer or your client (collectively "you " or “ your ”) , and Target Market Music, LLC. ("TARGET MARKET MUSIC")(hereinafter a "Content License Agreement " or "Download Agreement ").
IN ADDITION TO READING THIS CONTENT LICENSE AGREEMENT BEFORE YOU LICENSE OR DOWNLOAD CONTENT FROM TARGET MARKET MUSIC, PLEASE READ OUR TERMS OF SERVICE. YOUR ACCEPTANCE OF OUR TERMS OF SERVICE IS AN ABSOLUTE CONDITION TO YOUR ACCESS TO AND USE OF ANY CONTENT. DOWNLOADING OR USING ANY CONTENT FROM TARGET MARKET MUSIC CONFIRMS YOUR ACCEPTANCE OF OUR TERMS OF SERVICE AND THE TERMS OF THIS CONTENT LICENSE AGREEMENT AND FORMS A LEGAL CONTRACT BETWEEN YOU AND TARGET MARKET MUSIC.
TARGET MARKET MUSIC reserves the right to change any of the terms of this Content License Agreement at any time, and you agree to be bound by such changes. If you do not agree to the following terms and conditions, as may be amended or modified from time to time, do not license any Content from TARGETMARKETMUSIC.com.
Notice Regarding Copyright : The Content is copyrighted and protected under the various laws of the United States, international treaties and other applicable laws. The Content shall remain the sole and exclusive property of TARGET MARKET MUSIC and/or its licensors, as applicable. Use of the Content is licensed, not sold, pursuant to the terms of this Content License Agreement. Use of the Content without agreeing to this Content License Agreement, or a breach of the terms and conditions of this Content License Agreement, is copyright infringement.
"Content " shall mean any Sound Recording available for download or preview through the Service, including but not limited to stock music, production music, music cues, production elements, sound effects and the like (each one a "Sound Recording " and together "Sound Recordings " as further defined below) regardless of whether such Content is obtained via download from the TARGET MARKET MUSIC website, delivered via any Storage Media that is now known or may become known in the future, or obtained from a third party authorized by TARGET MARKET MUSIC to distribute or perform the Content, together with all accompanying material.
"Invoice " shall mean any computer-generated or printed form or document provided by TARGET MARKET MUSIC, or any TARGET MARKET MUSIC authorized third parties, that sets forth, without limitation, the specific parties contracting for use of the Content selected, the limitations on the license (as applicable) of the Content and the corresponding price(s) for the license of such Content. The term "Invoice" includes any confirmation pages, or receipts provided to you in connection with an on-line payment transaction that contain additional licensing terms.
"Storage Media " shall mean USB Flash Drive, CD-ROM, digital video disc (DVD), floppy disk, or any other storage device or media now known, or hereafter created.
"User " shall mean the individual, legal entity or agent entering into this Content License Agreement or any employee or contractor of such individual, legal entity or agent that edits, manipulates, performs, mechanically reproduces, synchronizes or modifies the Content or is otherwise directly involved in the creative process. All Users shall only use the Content in accordance with the terms of this Content License Agreement.
"You " or "your" shall mean a single: (i) individual, (ii) legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or (iii) agent acting on behalf of a single individual or entity.
SECTION I - LICENSE TERMS FOR CONTENT
GRANT OF LICENSE
TARGET MARKET MUSIC grants you a lifetime, single use, non-exclusive, non-transferable, non-willable user direct license to use the Content only as provided in this Content License Agreement. Licenses for multiple users and mass-market distribution are sold separately.
PERMITTED USES FOR CONTENT
You MAY, subject to Section I(C) below:
Use the Content for media projects including, but not limited to: internet streaming and synchronization, video productions, audio productions, film productions, multi-media presentations and music within software packages.
Use the Content in more than one (1) physical location including, but not limited to: telephone on-hold music.
Distribute an unlimited number of units of an item (including CD, DVD and software) that incorporates the Content.
Back up, and store on a single server, a single copy of the Content, as necessary for archival, tracking or asset management purposes only.
Modify or alter the Content as necessary for your use, subject to the terms of Section II(D)(2), and provided that if such modification or alteration constitutes a derivative work you do not acquire any copyright ownership or equivalent rights in or to any of the Content or any other property of TARGET MARKET MUSIC or its licensors and you shall only use such derivative work in accordance with the limited terms of this Content License Agreement. If requested by TARGET MARKET MUSIC, you agree to execute a written assignment of any such rights, including copyrights, without payment of additional consideration by TARGET MARKET MUSIC.
Synchronize the Content with visual images.
Publicly display the Content in a place open to or generally available to the public or transmit the Content by means of any device (internet, broadcast, telephone, wire, wireless phone, etc.) to the public.
Use the Content for any other uses approved in writing by TARGET MARKET MUSIC prior to such use.
PROHIBITED USES FOR CONTENT
You may NOT :
Public performances regarded as “theatrical performances” in a place open to or generally available to the public.
Mechanically reproduce, record and/or duplicate the Content for private use and perform electrical transcription of the Content for private use.
Use content in any motion picture movie or film.
Use content in any video game whether for the personal computer, console game device, handheld gaming device, games on cell phone, or any other device that plays games.
Use content on audio books or a device that is used for reading books electronically.
Use Content in more than one (1) physical location without written permission in what is commonly referred to as “environmental” music in elevators, lobbies, etc..
Sublicense, sub-distribute, resell, re-record, transfer, or assign the Content or rights to the Content for any purpose.
Use the title or subtitle of the Content as the title of an item that incorporates the Content.
Copy or reproduce the Content, except as specifically provided for in Section I (B) above.
Use the Content, including titles or subtitles, or any other part of the Content, as part of a trademark, service mark, or logo. TARGET MARKET MUSIC or its licensors retain the full rights to the Content, and therefore you cannot establish your own rights.
Use the Content in any downloadable format intended for multiple distribution including, without limitation, in a product that enables any end-user to create their own soundtrack using the Content, in a template-based system that resells products including the Content, in a "build-it-yourself" media tool.
Resell, assign, transfer, convey or otherwise transfer the Content for use in mobile or wireless devices, including but not limited to mobile telephones, handheld game consoles, and PDAs. Such usage is subject to additional licensing fees.
Use the Content to compete with TARGET MARKET MUSIC. TARGET MARKET MUSIC is in the business of licensing music and sounds to its customers. It is the specific intent of this provision to prohibit you from using the Content to enter, either directly or indirectly, a similar or competing business.
Use the Content in a way that would likely be considered pornographic, defamatory, libelous, obscene, fraudulent or illegal.
BROADCAST RESTRICTIONS: This license does not allow you to include TARGET MARKET MUSIC music in commercial advertising on TV, Satellite, Film, or Radio, or within any TV or Film production.
For questions regarding use the Content for any of the above prohibited uses please contact Licensing[at]TARGETMARKETMUSIC.com.
SECTION II - ADDITIONAL LICENSE TERMS
TARGET MARKET MUSIC reserves the right to (i) not permit use of any Content for any reason whatsoever; and (ii) notify you that certain Content is no longer available for use. Upon such notice, the license to use such Content in the future shall automatically and immediately terminate. Notice will be affected via email to the email address designated in your TARGET MARKET MUSIC Account or if no such email address has been provided to any address provided by you to TARGET MARKET MUSIC in connection with your use of the Service or in the course of your dealings with TARGET MARKET MUSIC.
TARGET MARKET MUSIC reserves the right to replace Content with alternative Content for any reason. Upon notice of such replacement, the license for the replaced Content immediately, and automatically, terminates for any use of the Content that does not already exist, and this Content License Agreement shall automatically apply to any replacement Content. You agree not to use any replaced Content with future products or services and you should take all reasonable steps to discontinue use of the replaced Content in existing products or services.
All other rights not expressly granted to you are explicitly reserved solely for TARGET MARKET MUSIC.
TARGET MARKET MUSIC requests, where technically feasible and in accordance with customary industry practice, the music credit "[insert Artist name] / TARGETMARKETMUSIC.com" to appear adjacent to the Content or on a credit page, where practicable.
You agree that you will not collude with other TARGET MARKET MUSIC Content Providers or customers to either license your own Content (except infrequently and then only for legitimate creative purposes) or predominately license the content of only a few Content Providers and/or customers. You acknowledge that genuine customers typically license files from numerous Content Providers and you agree that your subscription licensing behavior will conform to this typical conduct. In addition to any other available remedies, if you breach this paragraph TARGET MARKET MUSIC may immediately terminate this Content License Agreement and/or, if applicable, cancel and/or rescind any other arrangement between you and TARGET MARKET MUSIC without any refund to you. You further agree to forfeit any royalties earned by you in connection with your misconduct.
Taxes: You agree to pay and be solely responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the License granted to you, or your use of the Content, pursuant to this Content License Agreement.
You permit TARGET MARKET MUSIC to use your company name and company logo as a client reference within marketing collateral both online and offline, including but not limited to, placement on the TARGETMARKETMUSIC.com homepage.
You agree to pay all Content license fees with the understanding that no rights are granted under this Content License Agreement until all payments are made in full. A service charge of two percent (2%) per month, or the amount allowed by law, will be charged on any unpaid balance. Any claims for adjustments must be made to TARGET MARKET MUSIC within five (5) days of billing. You shall be liable for all past due amounts, interest and costs of collection, including credit card company fees and attorneys' fees. Refunds are governed by the terms of the individual service used. Please see Section II(F)(I) below for terms applicable to refunds in the event of cancellation. The license granted hereunder shall be of no force or effect until such time as TARGET MARKET MUSIC has received payment.
Subject to your compliance with the terms and conditions set forth herein, this Content License Agreement shall be in effect for the term provided for in Section I (A) or Section II (A) unless terminated by either party in accordance with this Content License Agreement.
This Content License Agreement will terminate automatically, without notice from TARGET MARKET MUSIC, if TARGET MARKET MUSIC determines that you have failed to comply with any provision of this Content License Agreement.
You can terminate this Content License Agreement by destroying the Content, along with any copies or archives, any Storage Media or accompanying materials (if applicable), and ceasing all use of the Content for any purpose. Such termination shall not affect payment obligations.
TARGET MARKET MUSIC may, in its sole discretion: (i) monitor, as frequently as TARGET MARKET MUSIC determines, anything you download from our TARGETMARKETMUSIC.com or our other web sites, (ii) limit downloads to a fixed amount of downloads per 24 hour period so as to ensure the best possible service to all subscribers to our Web sites, (iii) track any abuse of your username and password, (iv) suspend or terminate your account, without notice, if TARGET MARKET MUSIC believes there is a violation of this Content License Agreement or any abuse of your username and password.
Upon termination of this Content License Agreement, you agree to (i) destroy all copies and archives of the Content, (ii) cease using the Content for any purpose, and (iii) confirm to TARGET MARKET MUSIC in writing that you have complied with the requirements of this clause.
WARRANTY AND LIMITATION OF LIABILITY
TARGET MARKET MUSIC represent and warrants that: (i) it has the right to enter into this Content License Agreement and to grant the rights hereunder; (ii) the Content or other Storage Media provided by TARGET MARKET MUSIC (if applicable) will be free from defects in materials and workmanship under normal use for a period of 30 days from the date of license; and (iii) the Content as provided hereunder, and used as permitted herein, will not infringe any intellectual property right of any third party.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE CONTENT, STORAGE MEDIA AND ACCOMPANYING MATERIALS (IF APPLICABLE) ARE PROVIDED " AS IS " WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. TARGET MARKET MUSIC MAKES NO WARRANTIES FOR ANY CONTENT THAT HAVE BEEN MODIFIED OR ALTERED BY YOU AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY CLAIMS RELATING TO OR ARISING OUT OF YOUR MODIFICATION AND USE OF THE CONTENT. TARGET MARKET MUSIC DOES NOT WARRANT THAT THE CONTENT, WEB SITES OR OTHER MATERIALS, WILL MEET YOUR REQUIREMENTS OR THAT USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY, PERFORMANCE AND USE OF THE CONTENT IS SOLELY WITH YOU. YOU UNDERSTAND THAT YOU SHOULD SEEK COMPETENT LEGAL COUNSEL BEFORE USING CONTENT ON OR IN CONNECTION WITH ANY GOODS OR SERVICES OR FOR ANY OTHER COMMERCIAL PURPOSES. TARGET MARKET MUSIC SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE CONTENT, TARGET MARKET MUSIC'S BREACH OF THIS CONTENT LICENSE AGREEMENT OR OTHERWISE, EVEN IF TARGET MARKET MUSIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. IN NO EVENT, SHALL TARGET MARKET MUSIC'S TOTAL AGGREGATE LIABILITY TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE CONTENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE MONETARY AMOUNT ACTUALLY RECEIVED BY TARGET MARKET MUSIC FOR YOUR USE OF THE APPLICABLE CONTENT.
You represent, warrant and covenant that: (i) You are at least eighteen years of age and have the full right and authority to enter into this License on behalf of you and/or your company, employer or principal; (ii) You do not reside in any country to which export of U.S. products are prohibited or restricted and you may not ship, transfer or export any of the Content into any country or use any of the Content in any manner prohibited by any laws, restrictions or regulations; (iii) You will not use the Content in any way that is not permitted by this License; (iv) Your use of the Content will not violate any applicable law or regulation of any country, state, or other governmental entity; (v) The information that you provide to TARGET MARKET MUSIC is accurate and true, including, without limitation, all credit card or other payment information and you shall update such information as necessary; and (vi) You are solely responsible for determining whether your use of any Content requires the consent of any other party or the license of any additional rights. If you are unsure whether additional rights are needed for your use of the Content, you are responsible for consulting with competent legal counsel (vii) If you are acting as an agent, you must obtain your client/principal's agreement to the terms of this License.
LIMITATION OF REMEDIES
Your remedies are limited to replacement or refund: TARGET MARKET MUSIC's entire liability and your exclusive remedy, with respect to any claims arising out of this Content License Agreement, except as set out in Section II (G) below, shall be at TARGET MARKET MUSIC's sole discretion, either: (i) replacement of Content; or (ii) refund of any fee paid for the specific Content. Any claims must be brought within twelve (12) months of the date that you discovered such claim, or reasonably should have discovered such claim, or shall be waived. You agree that if TARGET MARKET MUSIC breaches this Content License Agreement, the damage, if any, caused to you thereby will not be irreparable or otherwise sufficient to entitle you to injunctive or other equitable relief. You agree that no breach by TARGET MARKET MUSIC shall entitle you to rescind this Content License Agreement (except as may be provided hereunder), to restrain TARGET MARKET MUSIC's exercise of any rights hereunder, or to enjoin TARGET MARKET MUSIC's use of the Content. In the event of any breach hereof by TARGET MARKET MUSIC, your sole remedies are limited to replacement or refund.
You agree to indemnify and hold TARGET MARKET MUSIC, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors, investors, lenders and anyone else associated with TARGET MARKET MUSIC, harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys' fees) asserted against TARGET MARKET MUSIC arising out of your use of the Content or in connection with any breach of any of the terms of this Content License Agreement. Provided that the Content is used only in accordance with this Content License Agreement and you are not otherwise in breach of this Content License Agreement, TARGET MARKET MUSIC shall defend, indemnify and hold you harmless from all damages (excluding punitive damages), liabilities and expenses (including reasonable attorney's fees and authorized costs), arising out of or in connection with any actual or threatened lawsuit, legal proceeding or claim alleging that TARGET MARKET MUSIC is in breach of its warranties set out in Section II (D) above. The foregoing states TARGET MARKET MUSIC's entire indemnification obligation under this Content License Agreement and your sole and exclusive remedy for any actual breach of TARGET MARKET MUSIC's representations and warranties set forth herein. TARGET MARKET MUSIC shall have no obligation under this Section F unless you promptly provide TARGET MARKET MUSIC with timely written notice of such claim. At the indemnifying party's option, the indemnifying party may assume the handling, settlement or defense of any claim or litigation and the indemnified party shall reasonably cooperate in the defense thereof. The indemnified party shall have the right to participate in the litigation, at its own expense, through counsel selected by the indemnified party. The indemnifying party will not be liable for legal fees or other costs incurred prior to the indemnified party giving notice of the claim for which indemnity is sought.
ENFORCEABILITY AND WAIVER
Enforceability: If any provision of this Content License Agreement is held to be not enforceable, such provision shall be revised only to the extent to make it enforceable, consistent with the parties' intent.
Waiver: (i) No action of TARGET MARKET MUSIC, other than an express written signed waiver may be construed as a waiver of any part of this Content License Agreement, and no employee of TARGET MARKET MUSIC is authorized to make an oral waiver. In the event that TARGET MARKET MUSIC waives a specific part of this Content License Agreement, it does not mean that TARGET MARKET MUSIC waives any other part. (ii) Nothing contained herein shall be deemed to constitute a waiver of any fee which shall become due and payable as a result of the use of any Content as contemplated by this Content License Agreement to the relevant performing ri
This Agreement, its validity and effect, shall be solely interpreted, and solely governed by, the laws of the State of Missouri, United States. Any claims shall be brought solely in the United States District Court for the Western District of Missouri, United States and you expressly consent to the exclusive jurisdiction of the United States District Court for the Western District of Missouri, United States. You consent to the service of any required notice or process upon you by registered mail or overnight courier with proof of delivery.
You agree to reimburse TARGET MARKET MUSIC for its legal fees, costs and disbursements if TARGET MARKET MUSIC is successful in enforcing any of its rights under this Content License Agreement including, without limitation, in connection with any action to collect payment.
You may not assign or transfer to anyone else the rights granted to you in this Content License Agreement, without our prior written consent. TARGET MARKET MUSIC may assign or transfer this Content License Agreement without your consent and shall provide you email notice of any assignment of this Content License Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTENT LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND TARGET MARKET MUSIC, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND TARGET MARKET MUSIC RELATING TO THE SUBJECT OF THIS CONTENT LICENSE AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS CONTENT LICENSE AGREEMENT). FAQ'S, OTHER EXPLANATIONS, AND TEXT PROVIDED AT TARGETMARKETMUSIC.COM ARE FOR YOUR INFORMATION ONLY AND ARE NOT, AND SHALL NOT BE CONSTRUED AS, PART OF THIS CONTENT LICENSE AGREEMENT UNLESS SPECIFIED OTHERWISE IN THIS CONTENT LICENSE AGREEMENT.
ACKNOWLEDGEMENT, ACCEPTANCE AND AGREEMENT
BY LICENSING CONTENT FROM TARGET MARKET MUSIC AND/OR USING AND/OR PREVIEWING CONTENT THROUGH THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE, ACCEPT AND AGREE TO BOUND BY THE TERMS AND CONDITIONS OF THIS CONTENT LICENSE AGREEMENT AND OUR TERMS OF SERVICE, AS APPLICABLE. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS CONTENT LICENSE AGREEMENT AND TARGET MARKET MUSIC’S TERMS OF SERVICE AND UNDERSTAND THAT YOU ARE AGREEING TO BE BOUND BY THIS CONTENT LICENSE A GREEMENT AND TARGET MARKET MUSIC’S TERMS OF SERVICE, AS MAY BE AMENDED OR MODIFIED BY TARGET MARKET MUSIC FROM TIME TO TIME.