Music Cult - Terms of Service
This Site is owned, hosted and operated by Music Cult, a wholly owned
subsidiary of Navarr Enterprises, Inc.
Any content downloaded by you from this Site, including without limitation,
any software associated with this web Site, music files, sound effects
files, various other audio files, images incorporated in or generated by the
software, and data accompanying the software (collectively, the "Content")
is licensed to you by Music Cult. Downloading and/or licensing the Content does not
transfer title to the Content, or any intellectual property rights therein,
to you. You may not redistribute or sell the Content.
This Site contains copyrighted music, sound effects, audio effects,
animations, photographs, images, videos, footage, text, (collectively the
"Content") which is owned by Music Cult or its licensors. It is illegal to
duplicate, download or distribute any Content from this Site except for your
use, and you are subject to the Terms of Service herein. You may not use photos or
images of people or identifiable entities in any manner that suggests the
endorsement or association of any product or service or in connection with
any pornographic or immoral materials.
If you believe that content appearing on the Site constitutes copyright
infringement of another party's rights, please submit a takedown request in
writing by using the CONTACT option at the top of this web site.
The design and layout of this Web site, and content contained herein, is
owned, operated, licensed, or controlled by or associated with Music Cult,
is protected by United States and International law and other intellectual
property proprietary rights and may not be copied or imitated in whole or in
part.
See also the section below "Music Cult - Content License Agreement" for
other legal terms that apply in relation to your licensing of music, sound
effects or other audio content from this Site.
PROHIBITED USES
LIMITATION OF WARRANTY AND DAMAGES
Music Cult does not warrant that the content or functions contained in this
site will be free from errors, interruptions, omissions, defects, viruses,
or other damaging elements. In no event will Music Cult or any of its
affiliates, officers, directors, employees, licensors, suppliers, or
distributors be liable for any indirect, special, incidental, economic, or
consequential damages arising out of the use or inability to use this Web
site or related software.
UNITED STATES GOVERNMENT EXPORT CONTROLS
LINKS TO THIRD-PARTY SITES
OTHER LEGAL INFORMATION
Copyright 2019 - Music Cult, and its licensors. All rights reserved.
MUSIC CULT, AUDIOSPARX, RADIOSPARX, and
CUSTOMLABELMUSIC.COM are the exclusive trademarks of Navarr Enterprises,
Inc. All product names are either trademarks or registered trademarks
of Navarr Enterprises, Inc. or its affiliates or licensors. All rights
reserved. Microsoft, Windows, and the Windows logo are registered trademarks
of the Microsoft Corporation. Macintosh, Apple, and the Macintosh logo are
registered trademarks of Apple Computer, Inc.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED
Music Cult - Content License Agreement
This License Agreement governs the terms by which you obtain the right to use music tracks, sound effects,
loops, musicpacks, soundpacks, composerpacks and all other media content available at Music Cult through
the web site located at www.musiccult.com (the "Site"). This is a fairly lengthy document, and it
contains many important provisions that affect your rights and obligations.
LEGAL AGREEMENT
This Music Cult Content
License Agreement is a legal and binding agreement between you (hereinafter referred to as "You" or "Licensee") and
Music Cult (hereinafter referred to as "Music Cult" or "Licensor") which governs your use of all Content made
available for license to you by Music Cult at the Site. Please read the Agreement carefully prior to licensing any Content here. By licensing Content here, you hereby consent to and do become a party to this Agreement and you agree to be bound by and comply with the terms and conditions contained herein. If you do not accept and agree to all of the terms and conditions of this Agreement, please do not license any Content here.
GENERAL TERMS
When Licensee purchases music, sound effects, beats, loops, ringtones, musicpacks, soundpacks,
or composerpacks (hereinafter referred to as "Content" or "Licensed Material") at Music Cult,
Licensee is actually purchasing a license to use the Content. Licensee chooses the type of license
to purchase as Content is added to Licensee's shopping cart. The license Licensee purchases provides a varying
degree of rights for commercial uses, potentially including, but not limited to, use in television production,
feature-length films, radio or audio production, commercials, theatre, multimedia, games, products, toys and all
other types of creative and commercial media projects. Depending on the specific type and scope of
license Licensee purchases, the Content can be used in virtually any type of commercial, personal
or educational project or production, whether for local, regional, national or international use, and whether
broadcast, distributed, performed live or utilized otherwise.
GRANT OF RIGHTS
Subject to the terms of this Agreement, Music Cult grants to Licensee a direct, non-exclusive,
non-transferable, non-sublicensable, right, inclusive of the various
specific rights as selected by Licensee (per the "Commercial Use Rights"
section below) to access the Music Cult web site and use the Content as
licensed by Licensee via the Pay-Per-Track option or, for qualified
Licensees, via the Free-License option (as more fully described below), for
use in the specific media(s) Licensee selects, or all media if Licensee
selects an "unlimited license" option, other than those uses prohibited
under the Restrictions section of this Agreement.
Licensee may edit, modify or alter the Licensed Material as necessary for its intended use,
provided that: (i) any such editing, modification or alteration does not
give rise to any ownership rights or claims, including copyright, on the
part of Licensee in or to the Licensed Material; and (ii) Licensee agrees
that, if requested by Music Cult, Licensee will, without any payment or
other consideration, execute a written assignment of any such rights to
Music Cult.
Permitted modifications of the Licensed Material including editing the
Content to fit the needs of Licensee's production, including fading in,
fading out, cross-fading, adjusting duration, volume, equalization, tempo
and pitch.
Licensee may have the Licensed Material reproduced by subcontractors of
Licensee (including Purchaser) for preparation of the Licensee Work,
provided that such subcontractors agree to abide by the provisions of this
Agreement. Licensee may store the Licensed Material in a digital
library, network configuration or similar arrangement to allow the Licensed
Material to be accessed by employees, partners and agents of Licensee.
LICENSING MODES
All Content available at Music Cult is licensed, not sold, to
Licensee by Music Cult and is available at the Music Cult Site on a Pay-Per-Track
basis. Additionally, all music Content is available for use by
qualified Licensees for qualified projects on a Free-License (or
Free-Licensing) basis.
PAY-PER-TRACK LICENSING MODE
All Content available at Music Cult can be
licensed on a Pay-Per-Track basis, meaning Licensee can purchase a license for
just the individual Tracks (or Packs) that Licensee wishes to license. For
Content purchased in this way, Licensee can purchase either a limited license
(also known as a "needledrop license"), or an unlimited license (also
known as a "buyout license"). A limited license provides for use of
the Content in just the specific media(s) that Licensee chooses,
and with various media-specific limitations such as, for example, a limited
term, or limited territory, or a limited number of units, etc. On the
other hand, an unlimited license provides for Licensee's use of the Content in all
media, in perpetuity, throughout the world and Universe.
Sound effects and Instrument tracks available at the Site are generally
available for purchasing only via an unlimited license, whereas Music tracks are
available to purchase under either a limited license or an unlimited
license, at Licensee's discretion.
There are exceptions for both types of content and ultimately the licensing options available
for each specific Content item may be observed by looking at the details for each item
directly on the Site.
Specifically, the licensing options available for each Content item on the Site can be seen by whether the price for
the Content is variant or flat-fee.
FREE-LICENSING MODE All music Content available at Music Cult can be used by qualified Licensees for qualified projects on a Free-License (or Free-Licensing) basis, meaning that Licensee pays no up-front license fees in order to utilize the music in your productions. Free-Licensing is available strictly to clients creating video content for a broadcast debut on any national U.S. TV network or cable broadcast, or for a national theatrical debut followed by broadcast on a national U.S. TV network or cable broadcast, who also meet the following criteria: Free Broadcast Uses - For clients producing creative or commercial video content which debuts on or debuts within a U.S. broadcast on any national U.S. TV network or cable broadcast, as well as later rebroadcasts of the same within the U.S., wherein the TV network or cable channel holds a current valid ASCAP, BMI and SESAC annual blanket license (hereinafter "Blanket Performance License" as more fully described below).
Free Theatrical Uses - For clients creating feature-length films for U.S. theatrical release by a major U.S. film studio as generally understood in the industry (i.e. Disney, 20th Century Fox, Universal, Warner Bros, etc) to be followed by broadcast on a national U.S. TV network or cable channel. If you are unsure whether an individual film studio qualifies as "major", please contact Music Cult via the CONTACT option at the top of the web site to discuss the situation. Cue Sheets are Required to be Filed - In relation to any Free-License use of music from Music Cult, completed cue sheets (or for commercial programming, commercial data worksheets or similar) must be filed in accordance with the terms and conditions of ASCAP, BMI, and SESAC's license agreement for all Music Cult music used in broadcast programming content. If ASCAP, BMI, or SESAC's blanket license agreement does not require the filing of cue sheets on a regular basis, cue sheets must be filed on no less than a calendar-quarterly basis. Copies of all music cue sheets containing any Music Cult tracks must also be sent to Music Cult via email (cuesheets@musiccult.com) or uploaded to our web site under your private account in order for you to qualify for the Free-License use of Music Cult's music catalog. Failure to either file the cue sheets or to simultaneously send copies of such cue sheets to Music Cult shall void this agreement. Such termination shall render your use of Music Cult's music to be an infringing use, actionable under the remedies provided under U.S. copyright law. Free-Licensing Impermissible Uses - Free-Licensing strictly excludes any and all other uses that do not result in the creation and filing of a cue sheet to ASCAP, BMI or SESAC in relation to the broadcast of your production on U.S. national-scope network or cable TV, either initially when the program debuts, or as a follow-on to a theatrical release. Specifically, the following uses are excluded and are not eligible for Free-Licensing:
Excluded Content - Free-Licensing excludes the use of content under the Sound Effects and Instruments part of the Music Cult web site in
context of the Free License. Such content must be licensed on a pay-per-track basis as explained further above.
Grant of License - For clients meeting the above conditions, and upon the execution of this Music Cult - Content License Agreement, Music Cult grants a free blanket license
for synchronization and master-use for use of the music catalog available at Music Cult in your qualified commercial and creative productions strictly meeting the above conditions.
CUE SHEET FILING REQUIREMENT
For any Content licensed by you which is utilized in a production that is to be broadcast on radio
or TV, you are required to provide a completed cue sheet information to Music Cult and the publishing
agent for the Content so that a cue sheet can be filed with ASCAP, BMI or other society in the country
(or countries) where the music is to be used. This is true whether such music Content is licensed
individually or licensed as part of a MusicPack collection, and is true whether such music Content is
licensed via our Pay-Per-Track licensing or via our Free-Licensing.
For creative long-tail video formats such as feature-length films, TV shows,
documentaries or similar, you agree to provide a fully completed cue sheet.
Please note that radio and TV broadcasters actually pay the performance royalties; you as our client do
not ever have to pay performance royalties.
Each track has one or more composers and one or more publishers. We provide detailed information
for each track about that track's composer(s) and publisher(s), including their performing rights organization (PRO) affiliation
(e.g. ASCAP, BMI, etc.).
COMMERCIAL USE RIGHTS
The Content available for license
at MusicCult.com is fully owned or controlled by Music Cult. This includes both the the sound
recording ("Master") and, for music tracks, the underlying musical composition ("Composition"), together known as the
"Track". The rights granted for the commercial use of a Track are based upon the licensing methods available on the
MusicCult.com Web site, and the licensing option and licensing parameters selected by you. The rights associated with each specific type
of licenses includes one or all of the following, depending on the specific licensing option and parameters selected by you:
1. Master use license -
A master use license provides the right to use the sound recording as downloaded from Music Cult for
the specific use selected in the licensing options.
2. Mechanical and Videogram licenses -
Mechanical and videogram licenses provide the right to re-record, duplicate and release the Track as part
of your production in whatever medium required (i.e. CD, DVD, record, mini-disc, or embedded in a hardware product, game or
similar product or production).
3. Synchronization license -
Also known as a "sync license", this provides the right to use the Track as a soundtrack
"synced" with visual images as part of your production.
4. Electrical transcription license -
This type of license provides the right to integrate the Track into productions for audio-only broadcast,
such as for radio advertisements and public announcements, as well as for background music purposes and for music on-hold.
5. Public Performance license -
This may take the form of a "Direct License", provided by Music Cult directly to Licensee providing public
performance rights for the Track, eliminating the need to file cue sheets with any Performance
Rights Organizations. Or it may take the form of an "indirect license", requiring that, for
Licensee will provide cue sheet information to Music Cult and the publisher's agent so that a cue sheet
may be filed with the appropriate Performance Rights Organization
in the country where Licensee uses the music tracks.
See details further below for the usage details and specific licenses granted for each type of
commercial licensing option available at Music Cult.
RESTRICTIONS
Licensee may not:
(i) make the Licensed Material available (separate from the Licensee Work) in any medium accessible by persons other than Licensee's employees,
partners and agents;
(ii) make the Licensee Work available in any medium or manner intended to allow or invite a third party to download, extract or access the Licensed
Material as a standalone file, such as for a digital download; or
(iii) falsely represent, expressly or impliedly, that Licensee is the original creator of an audio or visual work that derives a substantial
part of its artistic components from the Licensed Material;
(iv) sell, rent, lease, sub-lease, sub-license, assign, share, assign, or otherwise transfer the Licensed Material except as incorporated in
a derivative product or production. The Licensed Material may not be transfered, shared, assigned, sublicensed, leased, rented or sold
among independent or different companies or operating divisions or companies owned or controlled by a common parent company.
(v) sell or sub-license the Licensed Material contained herein outright to any other individual or party,
although the Licensed Material can be sub-licensed as embodied in Licensee's Work;
(vi) trade or otherwise directly exploit the Licensed Material for profit or any other reason
(vii) download Tracks from the Music Cult web site by utilizing automated downloading
methodis via software control, robots, spiders or crawlers.
This activity is strictly prohibited and will result in termination of the offending
access to the Music Cult Site.
(viii) edit, modify or alter the Licensed Material in such as way as to give rise to any ownership rights or claims, including copyright, on the part
of Licensee in or to the Licensed Material. For clarification, for music tracks (i.e. tracks found under the "Music" part of the Music
Cult web site), License may not use the Licensed Material as a component of a larger musical composition, including but not limited to �sample-based�
musical productions; You may not re-record or artistically or creatively change or alter any music Tracks licensed by this Agreement in any way
without Licensor's written consent. You may not integrate any music Tracks represented in this Agreement into your own music tracks or compositions
for the purpose of creating a new derivative music production without Licensor's written consent. License may, however, use tracks found
under the "Sound Effects" and "Instruments" part of the Music Cult web site as a compontent of a larger musical composition;
(ix) reverse engineer, decompile, or disassemble any part of the Licensed Material.
(x) use the Licensed Material in a defamatory, illegal or unlicensed way, whether directly or in context or juxtaposition with specific subject matter.
Licensee shall also comply with any applicable regulations and/or industry codes.
Licensee may not, without obtaining the prior written consent of Music Cult and the payment of additional License Fees:
(i) include the Licensed Material in an electronic template intended to be reproduced by third parties including, without limitation, in a product
or service that enables an end user to create soundtracks, in a system that resells products that include the Licensed Material, or in any
�build-it-yourself� media tools;
(ii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other
distribution of "on demand" products, including, without limitation, electronic greeting cards, voicemail greetings, ring tones, multi-media
albums or presentations, or similar items;
(iii) use or display the Licensed Material in an electronic format that enables it to be downloaded or distributed via mobile or wireless devices
or shared in any peer-to-peer or similar file sharing arrangement;
(iv) use the Licensed Material to manufacture, distribute or sell audio-only products, whether in the form of compact discs (CD�s),
cassettes, phonographs, digital downloads or any other format or media now known or hereafter devised, except where such audio product is embedded or
contained within a larger derivative work (e.g. a gift basket, self-help book containing a CD, audio greeting card, etc.);
(v) sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Licensed Material or the rights granted under this
Agreement;
(vi) use the title or subtitle of the Licensed Material as the title of any Licensee Work or any item that incorporates the Licensed Material.
(vii) alter or delete any "watermark" or other ordinarily imperceptible identifier embedded within the Licensed Material.
For exceptions to these use restrictions please contact info@musiccult.com
to discuss the details of your specific needs.
Purchasing Agent Obligations - Where Purchaser is licensing Licensed Material on behalf of a Licensee, Purchaser hereby represents and warrants
that: (i) Purchaser is authorized to act as an agent on behalf of Licensee and has full power and authority to bind Licensee to this Agreement; and
(ii) if Licensee subsequently disputes such power or authority, Purchaser shall be bound and liable for any failure of Licensee to comply with the
terms of this Agreement. Nothing in this Section shall serve to excuse Purchaser's obligation to make payment to Music Cult of the License Fee.
Web Site Posting - If the Licensed Material is Reproduced on a website, Licensee shall post terms and conditions on the website that
include restrictions on downloading the Licensed Material for other than personal use, and prohibit republication, retransmission, reproduction or
other use of the Licensed Material.
PRODUCTION CREDIT REQUIREMENTS
CUE SHEET INFO By licensing and downloading music Tracks herein, Licensee hereby agrees to provide required cue sheet information to Licensor. Any failure to provide required cue sheet information to Licensor within not more than two months after Licensee's production work has been completed and the production has been released for broadcast in any country shall render this agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an infringing use, subject to legal claim for copyright infringement. The relevant track-specific composer and publisher information for music Tracks licensed herein is listed to facilitate Licensee's inclusion of this information within their production's cue sheet. If the Tracks licensed herein are contained within a MusicPack, please contact Licensor to obtain the cue sheet information for the tracks within the MusicPack.
ADDITIONAL TERMS
Warranty and Limiation of Liability - Music Cult warrants that: (i)
the Licensed Material will be free from defects in material and workmanship
for thirty (30) days from delivery (Licensee's sole and exclusive remedy for
a breach of this warranty being the replacement of the Licensed Material);
(ii) it has all necessary rights and authority to enter into and perform
this Agreement; and (iii) Licensee's use of the Licensed Material in
accordance with this Agreement and in the form delivered by Music Cult
(i.e., excluding any modifications made by Licensee), will not infringe on
any copyright, moral right, trademark or other intellectual property right
and will not violate any right of privacy or right of publicity.
MUSIC CULT DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING
THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. MUSIC CULT SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER
PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL,
INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS
AGREEMENT, EVEN IF MUSIC CULT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR
LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF
DAMAGES. WITHOUT LIMITING ANY OTHER TERM HEREIN, MUSIC CULT SHALL NOT BE
LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFICATIONS
MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED
MATERIAL IS USED IN A LICENSEE WORK.
Indemnification - Licensee shall defend, indemnify and hold harmless
Music Cult and its parent, subsidiaries and commonly owned or controlled
affiliates and their respective officers, directors and employees, and
licensors, from all damages, liabilities and expenses (including reasonable
outside attorneys' fees), arising out of or as a result of claims by third
parties relating to Licensee's use of any Licensed Material outside the
scope of this Agreement or any other actual or alleged breach by Licensee of
this Agreement.
Provided Licensed Material is used only in accordance with this Agreement
and Licensee is not otherwise in breach of this Agreement or any payment
obligations to Music Cult, and as Licensee's sole and exclusive remedy for
any breach of the representations and warranties set forth in the section
regarding Warranty and Limiation of Liability above, Music Cult shall,
subject to the terms of Warranty above, defend, indemnify and hold harmless
Licensee and its parent, subsidiaries and commonly owned or controlled
affiliates and their respective officers, directors and employees from
damages, liabilities and expenses (including reasonable outside attorney's
fees), arising out of or connected with any actual lawsuit or legal
proceeding alleging that Music Cult is in breach of its warranties set forth
above. The total maximum aggregate liability of Music Cult under this
Agreement and any other agreement with Music Cult pursuant to which Licensee
has licensed the same content (regardless of the file size, or the use or
exploitation of any or all of the content in any manner whatsoever), and the
obligation of Music Cult under this Section, shall be limited to an
aggregate of ten thousand ($10,000) US dollars per item of Licensed
Material. For greater clarity, Music Cult�s liability to Licensee in respect
of the Content shall not exceed ten thousand ($10,000) US dollars per item
of Licensed Material regardless of the number of times that Licensee has
licensed the same content from Music Cult. The foregoing states Music Cult's
entire indemnification obligation under this Agreement.
The party seeking indemnification pursuant to this section shall promptly
notify the other party of such claim. At indemnifying party's option,
indemnifying party may assume the handling, settlement or defense of any
claim or litigation, in which event indemnified party shall cooperate in the
defense of any such claim or litigation as may be reasonably requested by
indemnifying party. Indemnified party shall have the right to participate in
such litigation, at its expense, through counsel selected by indemnified
party. Indemnifying party will not be liable for legal fees and other costs
incurred prior to the other party giving notice of the claim for which
indemnity is sought, and Music Cult shall not be liable for any losses
arising from Licensee�s failure to discontinue use of licensed content
pursuant to a notice of withdrawal as explained below.
Condition of Licensed Material - Licensee should examine all Licensed
Material for possible defects (whether digital or otherwise) before sending
any Licensed Material for Reproduction. Without prejudice to the sections
above, Music Cult shall not be liable for any loss or damage suffered by
Licensee or any third party, whether directly or indirectly, arising from
any alleged or actual defect in any Licensed Material or its caption or in
any way from its Reproduction.
Electronic Invoice and Interest on Overdue Invoices - Licensee and
Purchaser agree to receive invoices from Music Cult electronically via the
email address associated with Licensee�s and/or Purchaser�s Music Cult
account. If Licensee fails to pay the Invoice in full within the time
specified in the Invoice, Music Cult may add a service charge of
one-and-one-half percent (1.5%) per month, or such lesser amount as is
allowed by law, on any unpaid balance until payment is received.
Licensee's agreement(s) with Licensor may be terminated with no notice
if payment is past due, regardless of the dollar amount that is owed. Further,
Licensee agrees to pay Licensor all reasonable attorney's fees and costs incurred
by Licensor to collect any past due amounts. The right to such
payment is in addition to any other remedies available to Licensor under
this Agreement or at law. Licensor reserves the right, at any time, to
change its fees and billing methods, including changes in pricing for
Content.
Unauthorized Use and Termination - Any use of Licensed Material in a
manner not expressly authorized by this Agreement constitutes copyright
infringement, entitling Music Cult to exercise all rights and remedies
available to it under copyright laws around the world. Licensee shall be
responsible for any damages resulting from any such copyright infringement,
including any claims by a third party. In addition and without prejudice to
Music Cult's other remedies under this Agreement, Music Cult reserves the
right to charge and Licensee agrees to pay a fee equal to five (5) times
Music Cult's single-track list price for each unauthorized use of the
Licensed Material. Music Cult reserves the right to terminate this Agreement
in the event Licensee: (i) enters the Agreement after having received notice
of unauthorized use from Music Cult relating to the Licensed Material; (ii)
fails to pay the License Fee in full within the time specified in the
Invoice; or (iii) otherwise breaches the terms of this Agreement. Upon
termination, Licensee must immediately (I) stop using the Licensed Material;
and (II) destroy or, upon the request of Music Cult, return to Music Cult
the Licensed Material and, in the case of termination by Music Cult for
cause, the Licensee Work in the possession or control of Licensee.
Electronic Storage - For all Licensed Material that is delivered to
Licensee in electronic form, Licensee must retain the copyright symbol, the
name of Music Cult, the Licensed Material's identification number and any
other information and metadata as may be embedded in the electronic file
containing the original Licensed Material. Licensee shall maintain a robust
firewall to safeguard against unauthorized third-party access to the
Licensed Material.
Withdrawal - Upon notice from Music Cult, or upon Licensee's
knowledge that any Licensed Material may be subject to a claim of
infringement of another�s right for which Music Cult may be liable, Music
Cult may require Licensee to immediately and at its own expense (i) stop
using the Licensed Material; (ii) delete or remove the Licensed Material
from its premises, computer systems and storage (electronic or physical);
and (iii) ensure that its clients do likewise. Music Cult shall provide
Licensee with comparable Licensed Material (which comparability will be
determined by Music Cult Images in its reasonable commercial judgment) free
of charge, but subject to the other terms and conditions of this Agreement.
Inadvertent Errors and Out-Of-License-Scope Uses - For any Content
used by Licensee in a manner outside the scope of the license purchased by
Licensee, Music Cult reserves the right to adjust Licensee's license to correct it for
Licensee's actual use of the Content. Licensee agrees that Music Cult has the right to
correct its license in this situation and if additional monies are due and owing to
Music Cult, Licensee hereby agrees to pay the difference in order to obtain the correct
license for Licensee's intended or actual use of the Content.
Non-Payment
No Refunds - Music Cult does not generally provide refunds. You have the full
opportunity to preview all Content before you license any individual item. Once you have
made a pay-per-track purchase and downloaded various Content, we have no way to take back
or remove the Content that you may have downloaded. Consequently, all sales are
final. Any requests for partial or full refunds must be submitted in
writing via email to info@musiccult.com and are reviewed on a case by case basis. Accurate Information - Licensee agrees that all information that Licensee provides to Music Cult at any and all times is accurate, complete and not misleading in any material respect. Licensee agrees that it will not disclose access codes or passwords used in accessing any area of the Music Cult website to any unauthorized party and will maintain such access codes and passwords as confidential. Licensee will exercise due diligence and maintain strict safeguards on all Content received from Music Cult to prevent unauthorized use or distribution thereof.
Governing Law - This Agreement will be governed in all respects by
the laws of the State of Florida, U.S.A., without reference to its laws
relating to conflicts of law. Any disputes arising from this Agreement or
its enforceability shall be finally settled by binding arbitration by a
single arbitrator selected using the rules and procedures for arbitrator
selection under the Commercial Rules of the American Arbitration Association
("AAA") or of the International Chamber of Commerce ("ICC") (the applicable
rules to be at Licensee�s discretion) to be held in Saint Augustine,
Florida. The United Nations Convention on Contracts for the International
Sale of Goods does not govern this Agreement. The prevailing party shall be
entitled to recover its reasonable legal costs relating to that aspect of
its claim or defense on which it prevails, and any opposing costs awards
shall be offset. Notwithstanding the foregoing, Music Cult shall have the
right to commence and prosecute any legal or equitable action or proceeding
before any court of competent jurisdiction to obtain injunctive or other
relief against Licensee in the event that, in the opinion of Music Cult,
such action is necessary or desirable.
Severability - If one or more of the provisions contained in the
Agreement is found to be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions shall
not be affected. Such provisions shall be revised only to the extent
necessary to make them enforceable.
Waiver - No action of either party, other than express written
waiver, may be construed as a waiver of any provision of this Agreement. A
delay on the part of either party in the exercise of its rights or remedies
will not operate as a waiver of such rights or remedies, and a single or
partial exercise by either party of any such rights or remedies will not
preclude other or further exercise of that right or remedy. A waiver of a
right or remedy on any one occasion will not be construed as a bar to or
waiver of rights or remedies on any other occasion.
Entire Agreement - This Agreement is intended for business customers
of Music Cult and contains all the terms of the license agreement. No terms
or conditions may be added or deleted unless made in writing and either
signed by an authorized representative of Music Cult or issued
electronically by Music Cult and signed by an authorized representative of
Licensee. In the event of any inconsistency between the terms contained
herein and the terms contained on any purchase order sent by Licensee, the
terms of this Agreement shall govern.
Taxes - All License Fees are exclusive of any applicable sales, use,
withholding or other transactional taxes, which are the sole responsibility
of Licensee or Purchaser (if any).
This is a legal agreement between you, the end user, and Navarr Enterprises, Inc. (dba MusicCult.com). Licensing (i.e. purchasing) and download of any Content from Licensor by Licensee constitutes full acceptance of these terms by both parties to this agreement.
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