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Terms and Conditions

LICENSE LOUNGE, LLC – Terms and Conditions

Last Updated: August 24, 2017

These Terms and Conditions of Use apply to and govern the operation of the website www.licenselounge.com  and its subpages (referred to herein as the “Site”), which are owned and operated by License Lounge, LLC (“LL”).

THESE TERMS AND CONDITIONS OF USE CONSTITUTE A LEGAL CONTRACT BETWEEN YOU AND COMPANY. PLEASE READ THESE TERMS AND CONDITIONS IN THEIR ENTIRETY BEFORE YOU CONTINUE TO USE THE SITE, UPLOAD OR DOWNLOAD ANY CONTENT CONTAINED ON THE SITE AND/OR WHICH HAS BEEN MADE AVAILABLE (“Content” refers to any beats, instrumental music, songs, lyrics, sound kit, or any other content which is available on the Site for license or purchase, which are uploaded by a third party member of License Lounge through their individual member account).

BY CONTINUING TO USE OR BROWSE THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

If you are under eighteen (18) years of age, you must have parental or legal guardian consent before attempting to upload, use, download or license any of the Content, as defined herein. Without parental or guardian consent in writing, you must discontinue use of the Site.

OWNERSHIP OF THE SITE

The Site is owned and operated by Company. Company is the owner of the License Lounge logo, graphics, text, software and underlying code.  Company is not the owner of the Content, including any photographs or images associated with the Content other than the License Lounge logo. Company has permission from the owners of the Content to make the Content available on the Site. All photographs and/or images associated with the Content have been uploaded to the Site by the owners of the Content.  Further, all elements of the Site, including, but not limited to, the general design and the Content, are protected by copyright, trademark, trade dress, moral rights and other laws relating to intellectual property rights. “LICENSE LOUNGE,” the logo, and any and all slogans are trademarks and the intellectual property of Company.

NO UNAUTHORIZED USE

If you are a potential consumer of music,  except as specifically provided herein or with Company’s written consent (electronic mail consent does not constitute written consent for the purposes of these Terms and Conditions), you may not print, copy, reproduce, distribute, disable, decompile, disassemble, reverse engineer, transmit, upload, download, store, display in public, alter, modify or otherwise change or transfer the Site or the Content.  Further, you may not contact for the purposes of solicitation any member or other users included in the Site for your own personal or business purposes or for your financial gain or benefit or the benefit and/or personal use or financial/economic gain of a third party.  You may not use in any way (a) Company’s logos or icons to hyperlink other web sites with the Site, or (b) the Content, Company’s name, trademarks, trade names, service marks, or any patented designs for any reason. If you wish to take any of these actions, please complete this form.

If permission to hyperlink is granted in writing by Company, you may not remove or obscure (by framing or otherwise) any copyright notices, advertisements, or other information on the Site.

Use of the Content by Company: Company offers sound recordings/musical compositions for licensing placements in various forms of media, offers recordings of instrumental music or “beats” for licensing to third parties for their personal recording services and limited exploitation and offers the non-exclusive license to various collections of sounds which have been compiled by Company’s members for use in the production of “beats” (these collections are referred to as “Sound Kits”).  The Content may be licensed for a fee by users of the Site. After registering as a user of the Site, the registered user (who may register as a “Guest”) will be able to, pursuant to a separate written agreement, license and download Content for a specific commercial purpose. Company may elect to grant you a non-transferable, non-exclusive license to store, reproduce (including making a copy onto your computer’s hard drive) and use the Content solely for evaluation purposes, to test the Content (including using the Content in animatic and video sequences via the LL site or your own platform) or for demonstration to your clients, but only when used in a non-commercial manner. Company may elect to do this at its sole discretion

Unless and until you request a formal license agreement for the Content from Company and such agreement is entered into by you and Company, Your use of the Content is governed by these Terms and Conditions and shall be limited to your streaming and listening to pre-approved excerpts of the Content in the form/medium it has been made available by and through the Site.  Upon your request to license and/or purchase a Content, Company will deliver a written license agreement (“License”) to you which will serve as both invoice and license (unless you request and Company agrees to furnish to you a separate invoice for Your use of the Content). The express provisions of any written License Agreement entered into between you and Company will control your use of the Content and will override any conflicting provisions in these Terms and Conditions with respect to your use of the Content.  Unless and until specifically you are granted, pursuant to and through a written License Agreement, you may not (i) sublicense, re-title, rent or in any way lease any Content; (ii) publish, provide a hyper-link, transfer or in any way copy any Content to a third party website, network or internet bulletin board; (iii) otherwise distribute or allow any Content to be distributed to or used by anyone other than as authorized hereunder, for ANY purpose whatsoever; (iv) use any Content in a libelous, defamatory, fraudulent, infringing or otherwise illegal manner, including the export of Content into any country which prohibits such exportation or importation.

Except for those uses described above and/or as expressly provided for directly on the Site, all rates/fees charged by Company for Your use or license of the Content and any and all rights granted in the Content must be agreed upon and memorialized in writing before any use of the Content.

All Content and all rights not expressly granted in writing remain the exclusive property of Company.

MEMBERSHIP APPLICATION/SUBMISSION OF CONTENT

If you are a recording artist, musician, music producer, song writer or an individual or entity who has the required rights to certain musical recordings, you may apply through the Website to become an approved member of the Site and a “License Lounge Producer”.  You must apply for a membership by going to the “Producer Sign Up” page located at https://licenselounge.com/producer-registration-request/.

You must provide all the information requested in the form.  You must provide active links to a sample of the Content that you wish to upload to the Site and license to LL’s customers. Once your application is complete and submitted to Company, an authorized Company employee will review your submission and within ten (10) days from your submission of your application and sample of recorded music you will receive from Company written notice of your acceptance or denial of your application. If Company approves your application you will be allowed to create a personal account with Company to submit and upload, at your discretion, your recorded beats and/or music upon the terms and conditions provided for in the Content Administration Agreements for each Beat or Sound Kit which you choose to upload, which you must agree to prior to your music being made available through the Site. The term and conditions contained in that agreement govern your submission of such recordings.  In addition to the terms set forth in that agreement, your use of the Site is governed by these Terms.

If your application to become a License Lounge Producer is denied, simultaneously with Company notifying you of the denial of your application, Company shall permanently delete any and all of the recorded music that you submitted with your application if submitted by you in file form. License Lounge hereby agrees, warrants and represents that it shall not use or exploit the recorded music you submitted with your application in any manner unless your application is approved. Company shall keep your written application on file for its records, but it shall not use any of the information submitted for any purpose other than those provided for in the Privacy Policy available through the Site.   You can reapply to become a License Lounge Producer after thirty (30) days from the date of your written notice that your application was denied but must submit new music for consideration. Membership is granted at the sole discretion of License Lounge

COPYRIGHT AND TRADEMARK INFRINGEMENT POLICY

Company does not own the Content, including any of the musical compositions, sound recordings, art or other written or visual images posted by third parties to the Website which are embodied in and/or accompanying the Content. All Content is posted by an individual, group or company (collectively, the “Producer”) who has represented and warranted to LL that, among other things, neither the Content nor the names, trademarks and service marks under which Content is promoted (collectively, the “Name”) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights .

Any notifications alleging that certain Content posted to the Website infringements upon the copyright of another must be made through Company’s designated agent  under  the Digital Millennium Copyright Act to receive notices if copyright infringement and made in accordance with Company’s Digital Millennium Copyright Act Compliance Policy (“DMCA Policy”).

A copy of the notice must also be sent to Company identifying the Content and/or Name being used on the Website in violation of the party’s rights by sending an email to Company using this form. Company shall only use information provided by Complainants in accordance with its then-current Privacy Policy and as reasonably necessary to address any allegations contained therein, which may include disclosing some or all of the information to Company’s designated agent, legal counsel and the party who has posted the allegedly infringing Content.

Company will respond and take action in accordance with its DMCA Policy, which can be found at.

REFUND POLICY

It is Company’s policy not to refund license fees. However, if the Site delivers a corrupt file and proof that the Content cannot be used for its intended purpose has been provided, Company will first attempt to deliver the Content in usable form. If Company cannot provide the file in usable form, Company will allow customer to select different Content and issue a license for the new Content under the same terms and conditions of the unusable Content.  If the customer does not want a license for any other content, Company shall refund the License Fee paid by the Customer.  If there are any issues with the Content licensed please contact Company immediately. No refund will be given if user violated these Terms and Conditions of Use or the terms of the License issued in connection with the Content at issue.

YOUR CONDUCT

You shall use the Site for lawful purposes only. You shall not post or transmit via the Website any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Company’s express prior approval, contains advertising or any solicitation with respect to products or services.

In addition, if we feel that a user abuses the Company site in any way, we reserve the right to share certain information with third parties. Abuses include (but are not limited to) possible copyright infringement, possible libel and slander, possible credit card fraud. Company reserves the right to refuse service, terminate accounts, and/or cancel orders at its sole discretion and without notification.

CONTENT

The Site offers a wide selection and variety of content to our members and users. Content may contain profanity or otherwise inappropriate or offensive material for children or other members and/or users. Members and/or users must evaluate and bear the risk associated with the use of the Site and related services. Company suggests that parents should supervise their children’s on-line activities and consider using parental control tools available to help provide an appropriate on-line environment for their children. Users are also encouraged to contact Company for evaluation of possible offensive material. Company reserves the right to act on such notices at its sole discretion.

ENFORCEMENT AND INDEMNIFICATION

Company will pursue all necessary legal action and will seek all available financial compensation and damages (including federal and state statutory copyright damages) should Company be notified or otherwise discover any infringement or wrongful use by You or a third party to which You have licensed or sold Content to through the Site.

By using the Site, you agree to indemnify COMPANY, its subsidiaries, its affiliates and licensors against any losses, expenses, costs or damages incurred by any or all of them as a result of your breach of these Terms and Conditions or your unauthorized use of any Content and related rights therein.

PRIVACY POLICY

Company respects your rights to privacy.  Please visit the Company PRIVACY POLICY page as provided on the Site to review Company’s policy relating to the collection, if any, of your personal information and how such information may be used by Company and/or third parties. By agreeing to and accepting these Terms and Conditions, you are simultaneously accepting and agreeing to the terms and conditions as set forth in the PRIVACY POLICY.

DISCLAIMERS

THE SITE AND ITS CONTENT ARE PROVIDED “AS IS” AND COMPANY EXCLUDES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE FUNCTIONS EMBODIED ON, OR IN THE MATERIALS OF, THE SITE ARE NOT WARRANTED TO BE UNINTERRUPTED OR WITHOUT ERROR. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION DUE TO YOUR USE OF THE SITE.  COMPANY MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT, INFORMATION, PRODUCTS, SERVICES OR MATERIALS MADE AVAILABLE ON OR THROUGH THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. COMPANY NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY OPINION, ADVICE, STATEMENT, INFORMATION OR OTHER CONTENT MADE AVAILABLE ON OR THROUGH THE SITE, NOR WILL IT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON ANY CONTENT, INFORMATION, PRODUCTS, SERVICES OR MATERIALS OBTAINED ON OR THROUGH THIS SITE.

Except as specifically stated in these Terms and Conditions, any Licenses or elsewhere on the Site, or as otherwise required by applicable law, neither Company nor its directors, employees, licensors, content providers, affiliates or other representatives will be liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental or punitive damages) arising out of your use of, your inability to use, or the performance of the Site or the Content whether or not we have been, or you have been, advised of the possibility of such damages.

There may be links to other websites from the Site; however, these other websites are not controlled by Company and Company is not responsible for any content contained on any such website or any loss suffered by you in connection with your use of such websites. You waive any and all claims against Company regarding the inclusion of links to outside websites or your use of those websites.

MISCELLANEOUS

These Terms will be interpreted, construed and governed by the laws of the state of New York, without reference to its laws relating to conflict of laws and not including the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Venue for all disputes arising under these Terms will lie exclusively in state or federal courts located in New York, New York and each party agrees not to contest the personal jurisdiction or venue of these courts. By agreeing to these Terms and Conditions You consent to jurisdiction in the aforementioned Courts.  Notwithstanding the foregoing, however, Company will have the right to commence and prosecute any legal or equitable action or proceeding before any non-U.S. court of competent jurisdiction to obtain injunctive or other relief in the event that, in the opinion of Company, such action is necessary or desirable.

Company reserves the right, in its sole discretion, with immediate effectiveness, to change, modify, add, remove or otherwise alter these Terms and Conditions at any time without notice. It is your responsibility to check these Terms and Conditions periodically for any changes and any such changes shall be made available immediately on the Site after they are made. Your continued use of the Site or services following the posting of any changes to these Terms constitutes your acceptance of such changes.

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