BASIC LICENSE AGREEMENT
This basic license agreement (“Agreement”) constitutes a binding legal agreement and is entered into by and between you and GotHeat Music Inc. ("Company," "we," "us," "our"). The following terms and conditions govern your access to and use of the musical compositions and sound recordings (collectively, the “Work(s)”) offered on or through this website (the "Website").
BY CLICKING TO “BUY NOW”, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
By using this Website, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with the Company and meet all of the foregoing eligibility requirements.
1. Rights Granted. In exchange for your payment of the license fee as indicated upon checkout ("License Fee") associated with the applicable Work (each, a "Sample"), we hereby grant you a non-exclusive, non-transferable, perpetual right and license to incorporate each Sample into new musical compositions (each, a “New Composition”) and corresponding new master recordings (each, a “New Master”, and collectively with the corresponding New Composition, a “New Work”) and to publicly perform, distribute, or transmit such New Work (each of which shall be considered a “derivative work,” as such term is used in the United States Copyright Act of 1976, as amended) throughout the universe, subject to the following limitations:
a) You may use each Sample solely for the purposes of creating a New Work containing your own personal recorded performances, which New Work shall be distributed solely by you independently and for non-commercial purposes (i.e., online streaming only up to a maximum of One Million (1,000,000) streams across Apple Music, Spotify and YouTube). Any commercial uses (i.e., on physical records, permanent downloads or streams in excess of the foregoing maximums) shall be subject to the parties entering into a separate written agreement, the material terms of which shall be negotiated in good faith including without limitation with respect to music publishing rights. You shall, prior to any such commercial uses, contact us in writing at fgh@tmlmusic.com.
b) You shall not do any of the following: (i) grant any synchronization license for use of the New Work in connection with audio-visual works, video games, etc.; (ii) license the New Work as a so-called “sample”; or (iv) use the name, image, likeness or other indicia or identity of any artist, producer and/or writer associated with a Sample in any way without such artist’s, producer’s, and/or writer’s express prior written consent.
c) With respect to any proposed distribution of a New Work via third-party record label or distributor, you shall, prior to any such distribution, contact us in writing at fgh@tmlmusic.com so that we can enter into a separate agreement with you in relation to such proposed distribution, which agreement shall provide (i) no less than fifty percent (50%) of any fees, advances or royalties paid or credited to you in relation to the New Work (including without limitation, SoundExchange royalties) shall be paid to Company pursuant to irrevocable letters of direction; (ii) Company shall receive customary credit as a producer in the liner notes and metadata of all records in any format embodying the New Work, and all advertisements relating to the New Work; and (iii) publishing splits for the New Composition.
2. Company reserves all rights not expressly granted under this Agreement. All reproduction or other use of the Works not specifically authorized by this Agreement is prohibited. For clarity, this license does not permit the use of any Work other than as embodied in a New Work.
3. All rights granted hereunder are granted on a non-exclusive basis and Company shall have the right to grant licenses for the use of the Works to other licensees in its sole discretion.
4. Representations, Warranties, Indemnity and Limitations.
a) You hereby represent and warrant that: (i) you shall only use the Works as permitted herein and will not use, exploit or in any way attempt to obtain any benefit therefrom, except in strict accordance with the terms of this Agreement; and (ii) you will not claim authorship or ownership of the Works.
b) Company warrants that it (i) has all rights necessary to grant this license; (ii) that it owns or controls the Works; (iii) that the Works are not subject to any liens or encumbrances that might interfere with the use thereof as permitted herein; and (iv) such use of the Works as provided herein will not infringe upon the rights of any third parties.
c) Each party shall indemnify the other from and against any costs and expenses (including reasonable outside legal fees and costs) incurred in connection with any third party claim based upon the indemnifying party’s breach of any of its obligations, representations or warranties contained herein, provided that Company shall, at its option, have full control of the defense of any such claim, and provided further that Company’s obligation to indemnify hereunder shall apply only in respect of claims that have been reduced to a final non-appealable judgment or settled with Company’s prior written approval.
d) Notwithstanding the indemnity provided by Company above, in no event shall Company's total liability exceed the amounts received by it hereunder. Further, Company shall not be liable to you for any indirect, special or consequential damages including but not limited to loss of anticipated profits, in connection with or arising from this Agreement and shall not be liable for any loss, damage, claim or liability arising from or related to any software program, data errors, digital transmission errors, failures, interruptions or delays, regardless of cause.
5. Termination at Company’s Option. Company shall have the option, at Company’s sole discretion, to terminate this Agreement at any time within three (3) years, upon written notice to you. In the event that Company exercises this option, Company shall pay to you a sum equal to Two Hundred Percent (200%) of the License Fee. Upon termination or expiration of this Agreement for any reason: (i) all rights granted to you pursuant to this agreement shall immediately revert to Company without further formality; and (ii) you shall cease all use and distribution of the New Work and shall demand that all applicable third parties cease all use and distribution of the New Work within 30 days.
6. Breach/Cure. Without limiting or affecting the rights or remedies which Company may have under this Agreement, it is agreed that in the event of your default or breach hereunder, Company will notify you in writing of such default or breach and you shall have ten (10) business days (five (5) business days if with respect to payment of any monies whatsoever) from receipt of such notice in which to cure such default or breach, after which time this Agreement shall automatically terminate.
7. Governing Law. This Agreement shall be governed by and subject to the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any controversy arising under this Agreement, if litigated, shall be adjudicated in a court of competent jurisdiction within the courts of Ontario and the parties hereby attorn to the jurisdiction thereof.
8. Entire Agreement/Modification. This Agreement sets forth the entire agreement between you and Company with respect to the subject matter hereof and may not be modified or amended except by written agreement executed by the parties hereto.
9. Assignability. You may not transfer or assign this Agreement, in whole or in part, without Company’s prior written consent. Company shall have the right to assign this Agreement or delegate its obligations hereunder, in whole or in part, to any successor or affiliate of Company or to any purchaser of all or substantially all of Company’s assets (including, without limitation, the Works).
10. Taxes. The License Fee is exclusive of applicable sales, use, withholding or other transactional taxes, if any, which are your sole responsibility.
11. INDEPENDENT LEGAL ADVICE. YOU UNDERSTAND AND ACKNOWLEDGE THAT THIS AGREEMENT IS A VALID AND BINDING LEGAL DOCUMENT THAT AFFECTS YOUR LEGAL AND FINANCIAL INTERESTS. YOU ACKNOWLEDGE THAT YOU HAVE HAD AMPLE OPPORTUNITY TO READ THIS AGREEMENT AND THAT YOU UNDERSTAND THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. YOU FURTHER ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED TO OBTAIN INDEPENDENT LEGAL ADVICE IN CONNECTION WITH THE EXECUTION OF THIS AGREEMENT AND THAT YOU HAVE EITHER OBTAINED SUCH INDEPENDENT LEGAL ADVICE OR HAVE VOLUNTARILY WAIVED ITS RIGHT TO DO SO.