License | Push Music

Our License

By Purchasing a Composition you Agree to the Following Terms:

LICENSE AGREEMENT

This license agreement (the “Agreement”) is made and entered into as of the date of purchase (the “Effective Date”) by and between PUSH MUSIC GROUP, LLC, a California limited liability company, d/b/a “Push Music” (“Company”), located at, 475 Washington Blvd., Marina del Rey, CA 90292, and you (“YOU” and “YOUR”).

THIS AGREEMENT IS APPLICABLE TO EACH PURCHASE OF A SOUND PACK (AS DESCRIBED BELOW) AND CUSTOM VOCALS (AS DESCRIBED BELOW) VIA THE SITES (AS DEFINED BELOW). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING, DOWNLOADING, OR PURCHASING A SOUND PACK AND/OR CUSTOM VOCALS ON THE SITES. BY USING, DOWNLOADING, OR PURCHASING A SOUND PACK AND/OR CUSTOM VOCALS ON THE SITES, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT USE, DOWNLOAD, OR PURCHASE A SOUND PACK OR CUSTOM VOCALS ON THE SITES.

YOU and Company (individually, a “Party”, and collectively, the “Parties”) agree as follows:

1. PURPOSE AND BACKGROUND.

(A) Company owns one or more musical compositions comprised of music and/or lyrics (individually and collectively, the “Compositions(s)”) and sound recordings which embody such Composition(s) (individually and collectively, the “Master(s)”). The Composition(s) and the Master(s) are hereinafter referred to individually and collectively as, the “Recording(s)”.

(B) The Recording(s) are bundled with the so-called “stems” for the Recording(s) (individually and collectively, the “Stems”) and made available for licensing via a website located at the following URL: “www.pushmusic.us”. Examples of the Stems include, but are not limited to the following sounds and/or performances from the Recording(s): Synth; Drums; Bass; and Vocals (e.g., lead, harmonies, and adlibs). The Recording(s) and the Stems are hereinafter referred to individually and collectively as, the “Sound Pack”. In addition to such URL, Company may provide its services on other websites and/or apps, including but not limited to, other URLs, smart phone and tablet apps, smart TVs, living room media boxes, connected cars, and other digital and electronic formats, whether now known or hereinafter devised (individually, and collectively, the “Sites”). For clarity, the Stems contained in each Sound Pack shall be determined by Company, in Company’s sole discretion.

(C) In addition to the above, Company also provides the following products and services: (i) Creation of original vocals whereby Company composes original musical composition(s) (usually consisting of, but not limited to, lyrics and vocal melody) and produces sound recording(s) which embody such original musical compositions(s) according to information provided by purchasers of such service (i.e., so-called “made to order” or “customized”). Such musical composition(s) and sound recording(s) are hereinafter referred to individually and collectively as, the “Custom Vocals”; and (ii) Licensing of the Custom Vocals for use only as specifically described in this Agreement.

(D) Company seeks to provide to YOU the specific Sound Pack and/or Custom Vocals YOU actually order via the Sites, in exchange for payment as provided in this Agreement. YOU desire to use such Sound Pack and/or Custom Vocals as provided in this Agreement. Company desires to grant YOU non-exclusive licenses to use such Sound Pack and/or Custom Vocals (as applicable) in exchange for payment as provided in this Agreement.

2. TERM. The “Term” of this Agreement shall begin on the Effective Date and will remain in effect unless and until the Benchmark occurs (as described below).

3. TERRITORY. The rights granted in this Agreement are for the following territory: The Universe (the “Territory”).

4. PAYMENT.

(A) If YOU order a Sound Pack, YOU agree to pay Company the fee associated with such Sound Pack as specified on the checkout page of the Sites prior to purchase (the “Fee”). The Fee is set by Company, in Company’s sole discretion. After successful payment of the Fee, YOU will receive a receipt that lists the titles of the Recording(s) contained in the Sound Pack and the Sound Pack will be available for YOU to download in a manner selected by Company, in Company’s sole discretion.

(B) If YOU make an order for Custom Vocals, Company will review YOUR order to determine if Company will accept such order. If Company accepts such order, Company will send YOU an electronic invoice with the total amount of fees for Company’s services for such order. YOU shall promptly pay all such fees prior to Company starting any services for YOUR order. Without limiting the foregoing and for clarity, Company will not be obligated to start any services for YOUR order unless (i) Company reviews YOUR order and decides to accept such order, and (ii) YOU have paid Company the full amount for YOUR order. Company may choose to decline YOUR order for any reason whatsoever, in Company’s sole discretion. If Company accepts YOUR order, Company’s services for YOUR order shall be complete upon Delivery of the applicable Custom Vocals to YOU. “Delivery” shall occur when Company sends such Custom Vocals to YOU by whatever method and format Company selects. YOU agree and acknowledge that there will be no edits, changes, or revisions after Delivery.

5. AUTHORSHIP AND OWNERSHIP. YOU agree and acknowledge that throughout the Territory in perpetuity: (A) Company is and shall be the exclusive author and owner of all of the rights to the Sound Pack ((including, but not limited to, the copyrights in the Composition(s), the copyrights in the Master(s), the copyrights in the Stems, and all other copyrights)) and Custom Vocals ((including, but not limited to, the copyrights in the original musical composition(s) and sound recording(s) which embody such musical compositions(s), and all other copyrights)); and (B) Company shall have the right to exploit the Sound Pack ((including, but not limited to the Composition(s), the Master(s), and the Stems)) and Custom Vocals in any manner or configuration, now known or hereafter devised, or to refrain therefrom, in Company’s sole discretion. Without limiting the foregoing and for clarity, Company has the right, in Company’s sole discretion, to keep the Sound Pack and Custom Vocals on the website and/or include elsewhere as available for licensing. Without limiting anything contained herein and for clarity, YOU agree and acknowledge that this Agreement will not impact Company’s rights or ability to grant rights to third parties to the Sound Pack and/or Custom Vocals.

6. GRANT OF RIGHTS.

(A) Sound Pack.

(i) License. If YOU order the Sound Pack via the Sites, then subject to YOUR compliance with all terms contained in this Agreement (including, but not limited to, payment of the Fee), Company hereby grants to YOU, during the Term throughout the Territory, only the following limited, personal, non-exclusive, non-transferrable, terminable rights to:

(a) Use the Sound Pack to prepare one (1) derivative work of the Composition(s), and one (1) derivative work of the Master(s) (individually, and collectively, the “Derivative Work”);

(b) Copy, distribute, adapt/modify, and otherwise exploit the Derivative Work by means of digital audio transmission via digital service providers (e.g., iTunes, Spotify, Apple Music, Amazon) and social media platforms (e.g., Snapchat, Facebook, Instagram, and TikTok);

(d) Reproduce the Recording(s) and/or Derivative Work in synchronism or timed-relation with only one (1) of the following productions: (I) Video game; (II) Audio-only podcast; (III) Motion picture; (IV) Television program; (V) Online video blog (also known as a so-called “vlog”); (VI) Music video; and (VII) Lyric video ((the one (1) production YOU select from the foregoing (if any), is hereinafter referred to as, the “Production”));

(e) Exhibit the Recording(s) and/or Derivative Work as embodied in the Production by means of all media, now known or hereafter devised, provided that the Recording(s) and/or Derivative Work are used only in the same context as the Recording(s) and/or Derivative Work appear in the Production;

(f) Manufacture and distribute the Recording(s) and/or Derivative Work as embodied in the Production via all media now known or hereinafter devised, provided that the means of distribution shall not allow the user to access the Recording(s) and/or Derivative Work in any manner other than its synchronous in-context location within the Production; and

(g) Modify the Recording(s) and/or Derivative Work only as specifically necessary for the Production, provided that the fundamental character of the Recording(s) and/or Derivative Work are not altered.

(ii) Isolated Use Prohibited. Without limiting anything contained herein, and for clarity, the foregoing grant of rights does not permit the Recording(s) to be used isolation in any way whatsoever ((including, but not limited to, distributing the Recording(s) in isolation)) because this Agreement is only for using the Recording(s) as part of the Derivative Work and/or Production.

(iii) Benchmark. The “Benchmark” shall occur upon the earliest date of the following:

(a) The Derivative Work accumulates one million (1,000,000) or more cumulative streams across Apple Music, Spotify, YouTube, and/or any similar service; or

(b) The Production earns gross receipts of one hundred thousand dollars ($100,000).

(iv) Monetization. During the Term, provided that YOU are in compliance with all terms contained herein, YOU shall be entitled to collect and retain one hundred percent (100%) of all gross monies derived from the Derivative Work and Production (in the event YOU have one or more royalty-bearing third-party contributors to the Derivative Work and/or Production, then it is YOUR responsibility to pay any and all such third parties their share of such monies, if any). For clarity, YOU shall not be entitled to collect and/or retain any other monies in connection with the Recording(s).

(B) Custom Vocals License. If YOU make an order for Custom Vocals via the Sites and Company accepts YOUR order, then subject to YOUR compliance with all terms contained in this Agreement (including, but not limited to, payment of any and all fees associated with YOUR order), Company hereby grants to YOU, throughout the Territory, the limited, personal, non-exclusive, non-transferable, terminable right to use solely the Custom Vocals that result from Company’s products and/or services that YOU actually order and pay for, solely in one (1) derivative work that YOU create where YOU combine such Custom Vocals with other sounds within a musical composition and sound recording embodying such musical composition (such derivative work is hereinafter referred to individually and collectively as, the “Mix”). This license expressly prohibits the resale, other distribution, or use of such Custom Vocals or their derivatives in isolation, in any way or manner. For clarity, this license is only for YOU, the original user or purchaser, and YOU cannot sell, give away, rent, lease, sublicense, distribute, transfer, copy, reproduce, display, perform, modify, decompile, share such Custom Vocals to any third-parties, or otherwise use or make available such Custom Vocals for use by others. The rights granted in this paragraph shall remain in effect unless and until Company terminates such rights, to be determined in Company’s sole discretion.

(i) For clarity, YOU acknowledge that the Term of this Agreement shall terminate in the event the Benchmark occurs. Accordingly, if and when the Term of this Agreement terminates, YOU will no longer have the rights granted herein to the Sound Pack. Furthermore, for clarity, if YOU wish to use the Sound Pack ((for clarity, including, but not limited to, the Recording(s)) and/or Derivative Work thereafter, YOU will need to first enter into a written agreement with Company. The Parties agree to negotiate such agreement in good faith, on terms standard and customary in the music industry. For clarity, in the event the Parties fail to enter into any such agreement, YOU shall have no rights to use the Sound Pack and/or the Derivative Work because all rights granted herein to use the Sound Pack and Derivative Work shall be terminated as described above.

(ii) In addition to the termination methods described above in paragraphs 6(B) and 6(C)(i), the Term of this Agreement and/or rights granted in this Agreement shall terminate if YOU breach any term of this Agreement in any way whatsoever. If Company sends YOU written notice that it believes YOU have breached any term of this Agreement, in addition to the Term and/or the rights granted in this Agreement being terminated, YOU must immediately destroy and cease any and all use of the Sound Pack, Derivative Work, and Custom Vocals.

(D) Disclaimer. Without limiting anything contained herein, YOU agree and acknowledge that Company makes no guarantees or promises in connection with the success or revenue of the Sound Pack, Derivative Work, Production, or Custom Vocals. Accordingly, YOU agree and acknowledge that the Sound Pack, Derivative Work, Production, or Custom Vocals may not be profitable for YOU, and that YOU will not hold Company responsible in any way whatsoever for any such circumstance.

7. RESERVATION OF RIGHTS. Company only grants to YOU the above non-exclusive rights and this Agreement does not transfer the copyrights in the Sound Pack ((including, but not limited to, the copyrights in the Composition(s), the Master(s), and/or the Stems)) and/or Custom Vocals (including, but not limited to, the copyrights therein). Accordingly, nothing contained in this Agreement shall be construed as transferring the copyrights in the Sound Pack and/or Custom Vocals, in any way whatsoever. Company expressly reserves all rights that are not specifically granted in this Agreement.

8. AUTHORSHIP AND OWNERSHIP OF DERIVATIVE WORK AND MIX.

(A) If YOU order the Sound Pack and use it as provided herein to create a Derivative Work, the Parties shall become joint authors and owners of the Derivative Work, including the copyright and all other rights to the Derivative Work ((except for the copyrights contained in the Sound Pack, including not limited to, the copyrights contained in the Recording(s) and the Stems)). Company shall own fifty percent (50%) of all such right, title, and interest in and to the Derivative Work, and YOU (and any other applicable third-party contributors) shall collectively own the remaining fifty percent (50%). For clarity, Company shall own one hundred percent (100%) of all right, title, and interest in and to the Sound Pack, and YOU shall have no interest in connection thereof.

(B) If YOU make an order for Custom Vocals via the Sites, Company accepts YOUR order, and YOU use such Custom Vocals as provided herein to create a Mix, the Parties shall become joint authors and owners of the Mix, including the copyright and all other rights to the Mix ((except for the copyrights contained in the Custom Vocals, including not limited to, the copyrights contained in the musical composition(s) and sound recording(s) that comprise the Custom Vocals)). Company shall own fifty percent (50%) of all such right, title, and interest in and to the Mix, and YOU (and any other applicable third-party contributors) shall collectively own the remaining fifty percent (50%). For clarity, Company shall own one hundred percent (100%) of all right, title, and interest in and to the Custom Vocals, and YOU shall have no interest in connection thereof.

9. RECORDS; AUDITS. YOU agree to keep and maintain records of all earned income in connection with exploitation of the Derivative Work, Production, and Mix. Company may audit such records to determine gross monies or other consideration earned or received in any way whatsoever from exploitation of the Derivative Work, Production, and/or Mix, provided that Company gives YOU at least thirty (30) days prior notice. Company may only conduct such audit during normal business hours.

10. CREDIT. In the event the Derivative Work, Production, and/or Mix are released to the public, YOU shall credit and/or cause others to credit Company on all media that embodies the Derivative Work, Production, and/or Mix where credits are customarily given to similar contributors.

11. REPRESENTATIONS AND WARRANTIES. The Parties represent and warrant that (A) they are free to enter into and to perform under this Agreement, (B) this Agreement will not interfere with any contract to which they are a party, and (C) their respective contributions to the Derivative Work and Mix do not infringe on any copyright, personal, or proprietary rights of others in any way whatsoever. Additionally, YOU represent and warrant that (i) the Production and all content therein does not infringe on any copyright, personal, or proprietary rights of others in any way whatsoever, (ii) the contributions of any person or entity hired by YOU in connection with the preparation of the Derivative Work, Production, and/or Mix, do not infringe on any copyright, personal, or proprietary rights of others in any way whatsoever, and (iii) Neither YOU nor any person deriving any rights from YOU shall at any time do, or authorize any person or entity to do, anything inconsistent with, or which might diminish or impair, any of Company’s rights, including, but not limited to, Company’s rights to the Sound Pack and Custom Vocals.

12. INDEMNIFICATION. YOU agree to at all times indemnify and hold Company, its affiliates, subsidiaries, directors, officers, employees, agents, partners, and licensors harmless from any and all losses and damages (including, but not limited to, attorneys’ fees, expert fees, expenses, and costs) whether or not an action is actually commenced, arising out of or connected with any breach or alleged breach by YOU of any warranty, representation, or term of this Agreement.

13. REMEDIES.

(A) In the event of a breach or a threatened breach by YOU of this Agreement in any way whatsoever, Company shall be entitled to injunctive and other equitable relief, in addition to whatever legal remedies are available to Company, to prevent or cure any such breach or threatened breach. The rights and remedies of Company as specified herein are not to the exclusion of each other or of any other rights or remedies of Company. Company may exercise or decline to exercise any of its rights and remedies as Company may deem fit, without jeopardizing any other rights and remedies of Company.

(B) In the event of a breach by Company, YOUR sole remedy shall be an action at law for only monetary damages not to exceed the monetary compensation payable hereunder, and in no event whatsoever shall YOU (i) be entitled to equitable or injunctive relief, or (ii) have the right to terminate this Agreement.

14. BREACH; CURE. Company shall not be in breach of this Agreement unless YOU give Company written notice of such failure to perform and such failure is not corrected within thirty (30) days from and after Company’s receipt of such notice, or if such breach is not reasonably capable of being cured by Company within such thirty (30) day period, Company does not commence to cure such breach within such thirty (30) day period and proceed with reasonable diligence to complete the curing of such breach thereafter. Such written notice must be in writing and delivered by certified or registered mail, postage pre-paid, return receipt requested, to Company at the address set forth herein (or such other address or addressee as may be furnished by Company). Such notice will be deemed to have been delivered and received upon receipt by Company.

15. NOTICE. Without limiting paragraph 14, Company, in Company’s sole discretion, is permitted to send all notices required or permitted to be given by Company to YOU under this Agreement via email to the email address YOU used when paying the Fee and/or or any such other email address as YOU subsequently provide to Company.

16. RELATIONSHIP OF THE PARTIES. Nothing herein shall be deemed to create any association, partnership, or joint venture between the Parties. It is specifically understood that each Party will perform its obligations hereunder without any right to bind the other in any way, except as may be specifically permitted hereunder or expressly agreed upon in writing by the Parties. The Parties agree and acknowledge that they shall each be solely responsible for all expenses they may incur in connection with performing under this Agreement, and that they will not be reimbursed by the other Party for any expenses in connection therewith.

17. GENERAL.

(A) Entire Agreement. This Agreement, together with the Sites’ terms of use and privacy policy, contains the entire understanding of the Parties and supersedes all prior agreements, representations, and understandings between the Parties relating to the subject matter hereof. In the event that any terms contained in this Agreement conflict with the terms contained in such terms of use and/or privacy policy, the terms of this Agreement shall prevail.

(B) Modification. No change to this Agreement will be binding unless made by an instrument signed by each Party.

(C) Severability. If any provision of this Agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire Agreement will be severable and remain in effect.

(D) Waiver. Any failure by either Party to enforce the other Party’s strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

(E) Assignment. Without limiting anything contained herein, this Agreement is personal in nature, and thus YOU may not directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of Company. However, Company shall have the right to assign, transfer, or delegate any of Company’s rights or obligations of this Agreement, in whole or in part, in Company’s sole discretion. All obligations contained in this Agreement shall extend to and be binding upon the Parties’ respective successors, assigns, and designees.

(F) Choice of Law. The validity, construction, and performance of this Agreement shall be governed and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws provisions.

(G) Dispute Resolution. If a dispute arises out of or relating to any aspect of this Agreement, the Parties agree to try and settle the dispute quickly and fairly through discussion. If the dispute cannot be settled through discussion, the Parties agree to first try in good faith to settle the dispute by private mediation before resorting to arbitration. If a dispute cannot be resolved with either discussion or mediation, then the dispute shall be submitted to binding arbitration to ADR Services, Inc. in Los Angeles County under ADR Services’ rules. In the event that ADR Services no longer exists, Company shall select another arbitration service in Los Angeles County to conduct the binding arbitration under such services’ rules. In any arbitration or litigation under this Agreement, the prevailing Party shall be entitled to recover from the other Party all costs the prevailing Party reasonably incurs in such arbitration or litigation, including without limitation, reasonable attorneys’ fees.

(H) Clause Headings. Headings within this Agreement are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer.

(I) Independent Counsel. The Parties agree and acknowledge that they have each been represented by independent legal counsel or have had the opportunity to be represented by independent legal counsel of their own choice for purposes of advising them in connection with the negotiation, preparation, and execution of this Agreement.