Music Licenses & Services Agreement
This Music License and Services Agreement (the “Agreement”) is a legally binding agreement between Mr. Ricky Valadez having his headquarters located at 1826 E. Yant Flat Drive, St.George, Utah, United States (hereinafter referred to as “Sound Sculpt”, “we”, “our”, and “us”), AND each client, individual, entity, licensee, user or visitor (collectively “you” or “your”) (i) accessing Sound Sculpt’s website located at https://www.SoundSculpt.app (hereinafter collectively referred to as the “Website”), and/or (ii) using the Services (as defined under Section 3.1 of this Agreement) via the Website.
You and Sound Sculpt shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.
Please read the terms and conditions of this Agreement carefully before using the Website and Services. Your access to the Website and your use of the Services (as defined below) is conditioned upon your acceptance of and compliance with this Agreement.
The following defined terms shall have the following meanings under this Agreement:
“License(s)” means the individual License Agreement offered by Sound Sculpt to you in relation to the Music Track(s) (as defined below).
“Music Track(s)” means the sound recording(s), including any and all musical works (original musical composition including lyrics, music/melody and/or arrangements) that are embodied in such sound recording(s), which are licensed and made available to you by Sound Sculpt, via the Website.
“Project(s)” means the purpose or specific activity or project for which you will be granted a license to use the Music Track(s).
2. ACCEPTANCE AND MODIFICATION OF THIS AGREEMENT
2.1 By accessing the Website and using the Services (defined below) you agree to be bound by this Agreement and accept to comply with all applicable laws and regulations. Should you disagree to be bound by this Agreement, in whole or in part, you shall (i) not be permitted/authorized to use the Services (as defined below), and (ii) refrain from accessing the Website.
2.2 Sound Sculpt may, in its sole discretion, modify or replace the terms and conditions of this Agreement from time to time. Your continued use/access to the Website and Services (as defined below) following the posting of any changes to this Agreement shall be deemed to constitute your acceptance of this Agreement.
3. THE SERVICES
3.1 Sound Sculpt provides you with an array of Music Tracks that are made available to you via the Website and which we:
(i) allow you to browse and listen to on the Website;
(ii) allow you to modify and customize on the Website;
(iii) allow you, under the applicable/selected License, to download from the Website for use in your Project(s); and
(iv) permit you, subject to Section 4 (Licenses), to use in your Project(s),(collectively the “Service(s)” ).
3.2 Sound Sculpt shall not be liable to you in any manner for your use of the Services and Music Tracks which you may integrate into any Project(s). For the avoidance of doubt, you shall be solely and exclusively liable for any and all Project(s).
3.3 You acknowledge, understand and agree that Sound Sculpt may add/remove Music Tracks to/from the Website from time to time, in its sole discretion, and you acknowledge, understand and agree that you shall have no claim or demand in this regard.
3.4 Due to the digital nature of the Music Tracks on the Website, you acknowledge and understand that Sound Sculpt offers no refunds, unless your inability to access and use such Music Tracks results from an error/fault on Sound Sculpt’s part.
4.1 License Grant. As part of the Services Sound Sculpt grants you a non-exclusive, worldwide, non-transferable, non-sublicensable, right to use, download, modify, in whole or in part, the Music Track(s), solely in accordance with the terms and conditions of this Agreement and the applicable License you choose to purchase.
4.2 Sound Sculpt shall provide you with a license certificate for each Music Track that you download and purchase from the Website.
4.3 All rights not expressly granted to you by Sound Sculpt in the applicable License Agreement are hereby reserved.
5. FEES AND TAXES
5.1 Fees. A valid payment method, including credit card, or debit card is required to process the payment for your selected License(s). Sound Sculpt will process your payment via a third-party payment processor. When you purchase a license, you shall provide Sound Sculpt with your contact information, and credit card details. By submitting such payment information, you automatically authorize Sound Sculpt and our third-party payment processor to charge all licensing fees to such credit card or debit card for (i) the total amount of the applicable licensing fee, (ii) any other charges as agreed between the Parties, and (iii) any and all applicable taxes.
5.2 Sound Sculpt may in its sole discretion and at any time, modify the licensing fees. Any licensing fee change will become effective immediately. Your continued use of the Services after the licensing fee change has come into effect shall constitute your agreement to pay the modified licensing fee amount.
5.3 Sound Sculpt does not guarantee that the Licenses offered on the Website will be offered indefinitely and reserves the right to change the licensing fees and to alter the features and options associated with any particular License.
5.4 Taxes. Unless stated otherwise on the Website or this Agreement, all fees due for your use of and access to the Website and Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”).
6. ACCEPTABLE USE OF THE WEBSITE
You may not use the Website to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation; (ii) in a manner that infringes Sound Sculpt’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights; (iii) in a manner that violates the privacy or other personal rights of third parties; (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that shall (a) be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and (b) incite, encourage or threaten immediate physical harm against another, promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; contains material that solicits personal information from anyone under the age of eighteen (18) or exploits anyone in a sexual or violent manner.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All content, trademarks, third-party logos and names, data, software, information or information contained in any materials, or documents used by Sound Sculpt in relation to the Website and Services, including, but not limited to, any and all copyrighted works, Music Tracks, databases, text, tools, software, technology, algorithms, graphics, icons, designs, logos, graphics, hyperlinks, domain names, codes, information and agreements (“Materials”), are the sole and exclusive property of or are licensed to Sound Sculpt. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without Sound Sculpt’s prior written permission.
7.2 Any and all intellectual property rights in the Materials, Website and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Sound Sculpt’sIntellectual Property Right(s)”), vests solely and exclusively in Sound Sculpt, its affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by Sound Sculpt to you are reserved by Sound Sculpt. Save as expressly set out herein, you shall not acquire any right, title or interest in Sound Sculpt’s Intellectual Property Rights.
7.3 Ownership of Music Tracks. You acknowledge and agree that the Music Tracks available on the Website are licensed, not sold, to you by Sound Sculpt in his capacity as licensee having been granted, from composer(s)/songwriter(s) and/or recording artist(s), a license to sub-license Music Tracks to you in accordance with the terms and conditions of this Agreement. You acknowledge and agree that all ownership and copyright interests in the Music Tracks are owned/held by the composer(s)/songwriter(s) and/or recording artist(s) of such Music Tracks. As such, when you download any Music Track(s) from the Website, you are (i) purchasing the applicable License for use of the Music Track(s) in your Project, and (ii) not purchasing ownership of the Music Track(s). You further acknowledge that you will not acquire any right, title or ownership interest in the Music Tracks.
8. DISCLAIMER OF WARRANTIES
8.1 Unless otherwise provided under this Agreement, the Services shall be provided by Sound Sculpt to you "as is," and “as available” with all faults, defects, bugs, and errors.
8.2 Sound Sculpt hereby (i) disclaims all warranties and conditions with regard to your use of the services on the website; and (ii) makes no warranties or guarantees of any kind, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title, non-infringement, quiet enjoyment or integration.
8.3 Sound Sculpt and/or its respective affiliates (if any), licensors and vendors make no representations about the suitability, accuracy, reliability or completeness of (i) the information contained on the website and services, and (ii) related graphics published on the website and services for any purpose. Sound Sculpt and/or its respective affiliates (if any) hereby disclaim all warranties and conditions with regard to the information contained on the website and services, including all warranties and conditions of merchantability, whether express, implied or statutory, fitness for a particular purpose, title and non-infringement.
8.4 Sound Sculpt makes no warranty that (i) the services will meet your requirements or expectations, (ii) that your access to or use of the website and services will be uninterrupted, timely, secure or error free, (iii) that any defects in the website and /or services will be corrected, or (iv) that the website and services or any server through which you access the services are free from viruses or other harmful components.
8.5 Any material/information/music track downloaded, captured, submitted, created or otherwise obtained through the use of the Website and Services are accessed at your own risk, and you will be solely liable for any damage to your computer system or loss of data that results from the download, sharing, updating, management, capturing, submission or creation by you of any such material/information/music track.
9. LIMITATION OF LIABILITY
9.1 Sound Sculpt, its affiliates (if any), its licensors, vendors, and their respective directors, officers, employees, and agents shall in no event be responsible or liable to you or to any third-party, whether in contract, warranty, tort (including negligence) or otherwise, for any indirect, special, incidental, consequential, exemplary, liquidated or punitive damages, including but not limited to loss of profit, revenue or business, arising in whole or in part from your access to the website and/or from your use of the services, even if sound sculpt has been advised of the possibility of such damages.
9.2 notwithstanding anything to the contrary in these terms, sound sculpt’s (including its affiliates (if any), its licensors, vendors and their respective directors, officers, employees, and agents) liability to you for any cause whatsoever and regardless of the form of action, shall be limited to the total amount you paid for the services in the preceding twelve (12) months.
11. SUSPENSION, TERMINATION AND CANCELLATION OF SERVICES
Sound Sculpt may suspend or temporarily disable access to all or part of the Website, User Account, or Services if (i) Sound Sculpt suspects you of partaking in any illegal activity; (ii) Sound Sculpt reasonably believes that you have violated this Agreement; or (iii) applicable law enforcement or other government agencies have requested Sound Sculpt to suspend or temporarily disable your access to the Website and/or Services.
12. GOVERNING LAW AND JURISDICTION
This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of the United States of America and the Parties irrevocably submit to its exclusive jurisdiction.
13. GENERAL PROVISIONS
13.1 Severability. If any of the provisions or portions of this Agreement are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from this Agreement without in any way invalidating or impairing the other provisions of this Agreement.
13.2 No Waiver. A Party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of the right to enforce that provision or any other provision of this Agreement at any time. A waiver of any provision of this Agreement shall be in writing, specify the provision to be waived and signed/executed by the party agreeing to the waiver.
13.3 No Assignment. You shall not assign or otherwise transfer your rights under this Agreement, without the prior written consent of Sound Sculpt. However, this Agreement shall be binding upon Sound Sculpt, its affiliates, or any corporation or other entity to which Sound Sculpt may (i) transfer all or substantially all its assets and business, and (ii) assign this Agreement, in which case references to “Sound Sculpt" as used herein shall mean such affiliate, corporation or other entity.
13.4 No Agency, Partnership, Employment or Independent Contractor Status. You acknowledge that Sound Sculpt is merely a service provider. Accordingly, there is no employment, agency, joint venture, partnership, or independent contractor-client relationship between you and Sound Sculpt.
13.5 Notices. Except as otherwise provided under this Agreement, any notice required or permitted to be given will be effective only if it is in writing and sent by certified mail, registered mail, courier or to info@SoundSculpt.app.
13.6 Entire Agreement. This Agreement represents the entire agreement between the Parties relating to the subject matter hereof. These Terms alone fully and completely express the agreement of the Parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.
14. CONTACT INFORMATION
Should you have any questions concerning this Agreement and/or any issues or concerns about the Website and/or Services you may contact Sound Sculpt at info@SoundSculpt.app.
Last Revision: 20th of October 2022