License Agreement
Blue Pine Studios, LLC Standard License Agreement
This License Agreement (“Agreement”) sets for the terms and conditions between Licensee and Licensor (as defined below).
Definitions
“Item” is any work, music, sound effect, or other digital product obtained from Blue Pine Studios, LLC pursuant to this Agreement.
“Item Page” is the product page on the Blue Pine Studios website where information about the Item is displayed for Blue Pine Studios users.
“License” is the license granted to the Licensee through this Agreement.
“User” is the entity or person, registered or unregistered, who utilizes Blue Pine Studios, LLC Services.
“End Product” is the finalized production including promotional material related to the production.
“Website” is the website bluepinestudios.com and branded websites of Blue Pine Studios.
“Licensor” refers to Blue Pine Studios, LLC and its affiliates.
“Licensee” refers to the party receiving the license to use the Item.
“Item Preview” Audio file on website that the User or Licensee may listen to in order to decide if they would like to purchase the Item.
2. Grant of License
Subject to terms and conditions and limitations of this Agreement, and in exchange for consideration for the promises and agreements set forth herein and for any fee set forth on the Website in connection with this License, the Licensor hereby grants the Licensee a perpetual, non-exclusive, non-transferrable, commercial, and non-commercial worldwide right to:
Combine the Item with other media to create a single End Product that is both wider in scope and different in nature. This includes the right to modify, edit, manipulate, and sync the Item into an audiovisual work. This includes the right to digitally distribute the End Product which contains the Item on social platforms subject to the restrictions herein.
3. License Terms and Restrictions
Any additional restrictions listed on the Item Page apply to this License.
The right to use the Item Preview in any way is not included in this License. The Item Preview is governed by the Terms and Conditions on the Website. The Licensee may not redistribute the Item Preview in any way.
This License does not grant to Licensee the right to use the Item in a logo, service mark, or trademark or to use the Item for broadcast and radio use.
Licensee agrees that the Item will only be used in accordance with any local, provincial, state, national, and international laws, including but not limited to international export laws and any marking provisions of any and all applicable intellectual property laws.
Licensee agrees that the Item will not be used in any defamatory, obscene, or demeaning material. Licensee also agrees that the Item will not be used in connection with sensitive subjects unless a Custom License is obtained in writing between Licensor and Licensee. Licensee also agrees that the Item will not be used in connection with depicting a person in acts of moral turpitude.
The Licensor will retain all intellectual rights to the Item, which includes but is not limited to any and all copyrights, trademarks, trade secrets and other associated proprietary rights. The Licensee may not claim any copyright, trademark, or other property right to the Item in the End Product.
Licensee agrees that Licensee shall not make a new recording of the composition contained in the Item.
The License is conditioned on compliance with the terms of this Agreement and full payment of the applicable price of the Item.
If additional clearances are needed, such as performing rights organization clearances, the Licensee is responsible for obtaining them.
The User or Licensee may not redistribute the Item without changes or only superficial changes. An example of this would be distributing the Item as part of a product bundle. The Licensee may not redistribute the Item as background or any type of hold music unless an Enterprise level license is obtained.
The Licensee or User may not publish the Item or an entity that contains the Item where the Item can be extracted without extraordinary effort. This includes peer-to-peer and similar file sharing networks. The Licensee may not post the Item in such a manner that it can be downloaded for mass distribution.
Although crediting Blue Pine Studios, LLC for the use of the Item by the Licensee is appreciated, it is not necessary for the purchase and use of the Item.
All Items are not cleared for sampling. Basic editing of the item is approved (fade in, fade out, cut and paste, slightly increasing or decreasing BPM, and like actions).
4. Representations, Warranties, and Disclaimers
Representation by the Licensor
The Licensor warrants that they own the copyright and intellectual property associated with the composition of the Item and have the authority to issue Licenses to use the Item subject to the limitations and exclusions noted herein. The Licensor warrants that they have obtained the necessary clearances to use the stock instruments and audio plugins used to produce the Item.
Use of the Item subject to the conditions in this agreement will not infringe on any copyright, trademark, intellectual property rights, privacy rights, or publicity rights.
The Licensor warrants that the Item is free from material defects which would prevent its use subject to the terms of this Agreement. If a material defect is found with the Item the Licensee’s recourse shall be as following: The Licensee must contact the Licensor within thirty (30) days of purchase via the website contact form and either request a refund or another copy of the Item.
The Licensor has made reasonable efforts to categorize, tag, and describe the Item; however, no warranties are made as to the accuracy of that information.
Blue Pine Studios, LLC makes no other warranties or representations except those explicitly stated in this agreement. All Items, products and services are provided “As is”. Blue Pine Studios, LLC makes no claims as to the suitability of the Item for any particular purpose.
Representations by the Licensee and/or User
The Licensee and/or User warrants that they are of legal age and have the legal capacity and legal authorization to enter into this Agreement.
The Licensee and/or User warrants that all the information provided to Blue Pine Studios, LLC is accurate and true to the best of their ability. The Licensee and/or User agrees to make the appropriate efforts to correct this information should it be found to be inaccurate or incomplete.
The User warrants that they are the owner of the account being used.
If the User is not the Licensee, the User warrants they have sufficient authorization to designate the Licensee on the Licensee’s behalf. If the User does not have sufficient authority and authorization to enter into this agreement on the Licensee’s behalf, the User shall be liable to all the terms and conditions herein and this Agreement shall terminate immediately.
If a User is authorized to designate a Licensee on the Licensee’s behalf, the User warrants that this Agreement is binding and enforceable against the Licensee.
5. Limitation of Liability
Blue Pine Studios, LLC and its affiliates shall not be held liable to the Licensee or any other party for any damages, lost profits, or costs incurred resulting from the use of Blue Pine Studios, LLC’s content.
6. Term and Termination
This Agreement and the License will automatically terminate without notice if there is a material breach that is not corrected within fourteen (14) days of the occurrence of the breach.
Upon termination of the License due to a material breach the Licensee agrees to:
Stop using the Item.
Remove the Item from the Licensee’s premises and delete any digitally formatted copy of the Item. This clause applies to any subcontractors or consultants associated with the Licensee to use the Item.
Make any reasonable actions to rectify the material breach.
Should there be any material breach by the Licensee, all fees for the License are considered non-refundable. Material breach by the Licensee does not necessitate a refund from Blue Pine Studios, LLC or its affiliates.
If this Agreement is terminated for any reason, the terms and provisions of this License with the exception of the grant of license shall survive.
7. Payment and Taxes
All sales of Licenses are considered final and non-refundable. Blue Pine Studios, LLC may at its sole discretion issue a refund in the event there is a technical error affecting receipt of the Item by the Licensee. If a refund is issued from Blue Pine Studios, LLC for fees paid from the issuing of a License, this Agreement will automatically terminate, and the License issued shall be considered null and void.
Unless otherwise noted on the sales receipt, the Licensee is responsible for promptly paying any taxes and fees to applicable government entities. Full payment is due at the time of purchase.
Full payment including any processing fees for a License are due at the time of purchase in the currency noted on the Website. Additional currency conversion fees are not included in the License price and must be paid in addition to the License price and fees.
8. Infringements
Licensor shall have the right, in its sole discretion, to prosecute lawsuits against third parties for infringements of Licensor’s rights in the Item. Licensee agrees to fully cooperate with Licensor in the prosecution of any such suit.
9. Indemnity
Licensee agrees to defend, indemnify, and hold Licensor, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Licensor based on the use of the Item by Licensee.
Licensor agrees to defend, indemnify, and hold Licensee harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Licensee based on a breach by Licensor of any representation and warranty made in this Agreement.
10. Miscellaneous Provisions
This Agreement and the License are in addition to any other agreements governing the relationship of the Licensee or User including the Website Privacy Policy and Terms and Conditions.
Should any inconsistencies arise, the terms of this License agreement shall govern.
Blue Pine Studios, LLC reserves the right to make any changes to this Agreement without notice to the User and/or Licensee.
This Agreement and the License shall go into effect at the date and time of purchase of the Item by User or Licensee.
The version of this Agreement and License that shall govern will be the version in effect at the date and time of purchase.
No modification, deletion, or amendment to this Agreement is binding unless signed in writing by Blue Pine Studios, LLC.
If the Licensee or User learns of a third party claim against them or Blue Pine Studios, LLC or its affiliates in association with the use of the Item in this contract, the Licensee or User shall promptly notify Blue Pine Studios, LLC or its affiliates of the third party claim. Licensor at its sole good faith discretion will provide an Item of similar value to the Licensee to replace the Item associated with the claim. If Licensor deems a third party claim presents a legal risk, the Licensor will notify the Licensee, and Licensee must immediately discontinue use of the Item, remove any copies from the Licensee’s premises, and delete any digital copies of the item.
The parties to this Agreement are not partners or joint venturers. Nothing in this Agreement shall create a joint venture, partnership or franchise or fiduciary relationship between the parties.
If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, or such provision and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.
This Agreement shall be construed in accordance with the laws of the United States and the State of Tennessee without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this License. The License, any download of any Item and access to and use of the Website and the entering into this License will be deemed to take place in the United States.
Any dispute relating to or arising from this Agreement, the License, the Item or the use thereof will be resolved exclusively by a State or Federal court in Gainesboro, Tennessee in the United States. The Licensor and Licensee hereby waive any objection to venue, or to the inconvenience of the forum, of any such court or right to trial by jury to resolve any such dispute. The parties hereby consent to the jurisdiction of such courts.
If any expense is incurred (including legal fees) by the Licensor or its affiliates in collecting any License fees from the Licensee, those expenses shall be passed on to the Licensee or User to be remitted to Blue Pines Studios, LLC no later than two weeks from when noticed is received by the Licensee or User.
All of the covenants, terms, provisions and agreements contained in this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and permitted assigns.
All notices and official communications unless otherwise stated shall be sent to
Blue Pine Studios, LLC
PO Box 826
Gainesboro, TN 38562
With copy to [email protected]
All outgoing notices from Blue Pine Studios, LLC shall be sent to the email address or physical address registered on the relevant User’s or Licensee’s account on the Blue Pine Studios, LLC Website.
The obligations, limitations, rights, and remedies set out in this Agreement are in addition to the copyright owner’s legal rights and remedies.
This Agreement and the License are non-transferable by Licensee without Blue Pine Studios, LLC’s prior written consent. This means that except as permitted herein, the Licensee may not resell, sublicense, rent, loan, assign or transfer the License or Item to any third person or entity.
Blue Pine Studios, LLC or its affiliates may assign this Agreement without the Licensee’s consent to an affiliate as part of a corporate reorganization or any other person as part of a merger or asset or business sale so long as such person or entity agrees to be bound by the terms herein.