Our Music License Terms
I. Introduction
A. Purpose of the Agreement
– This section explains the purpose of the agreement and why the user is agreeing to the terms and conditions.-
The purpose of this agreement is to set forth the terms and conditions under which Bearlyconnected Music (hereafter referred to as “Licensor”) agrees to license its royalty-free music to users of bearlyconnected.com (hereafter referred to as “User”). By purchasing a license, the User agrees to be bound by the terms and conditions set forth in this agreement.
B. Definitions
– This section defines key terms used throughout the agreement, such as “Music,” “User,” “License,” etc.-
For purposes of this agreement, the following terms shall have the meanings set forth below:
“Music” shall mean the audio recordings, including but not limited to, music, sound effects, and/or loops, made available for licensing on bearlyconnected.com.
“License” shall mean the right granted to the User under this agreement to use the Music in accordance with the terms and conditions set forth herein.
“User” shall mean the person or entity that has purchased the License.
II. License Grant
A. Scope of the Licenses and Permitted Uses
– This section explains the scope of the license the user is purchasing, including the type of license, the duration of the license, and any restrictions or limitations on use.-
B. Prohibitions
– This section specifies any uses of the Music that are prohibited, such as selling the Music or using it for illegal purposes.-
The use of Bearlyconnected Music is subject to certain restrictions, which are outlined in this section. The following uses of the Music are strictly prohibited:
Resale or Re-licensing: The Music may not be resold or re-licensed to any third party. This includes, but is not limited to, selling or licensing the Music to other individuals or organizations.
Illegal Purposes: The Music may not be used for any illegal purpose, including but not limited to, infringement of any third party intellectual property rights or for the creation of any illegal or harmful content.
Misrepresentation: The Music may not be used in a manner that misrepresents the original creation, artist or Bearlyconnected Music.
Infringement: The Music may not be used in a manner that infringes upon any third party intellectual property rights, including but not limited to, copyrights, trademarks or patents.
By using the Music, you agree to comply with all the restrictions and prohibitions outlined in this section. Failure to comply with these restrictions may result in the termination of your license and legal action.
III. Payment and Royalties
A. Royalties
– This section explains whether the user is required to pay any additional royalties for using the Music.-
The license of the Music does not entail any royalty payments. The Music is 100% owned by Bearlyconnected Music and not registered with any Performance Rights Organizations or similar entities.
IV. Ownership and Intellectual Property
A. Ownership of the Music
– This section explains who owns the Music and what rights the user is purchasing.-
All the music on the bearlyconneted Music page is owned 100% by Bearlyconnected Music and is not registered with any Performance Rights Organizations or similar entities.
The license granted under this agreement does not transfer any ownership rights to the Music to the user. The user acknowledges and agrees that they have no right to claim any ownership of the Music, including any modifications or derivatives made to the Music by the user. The user may only use the Music in accordance with the terms and conditions outlined in this agreement.
Bearlyconnected Music retains all rights, title, and interest in and to the Music, including all intellectual property rights associated with the Music. The user must take all necessary steps to protect the Music and the proprietary rights of Bearlyconnected Music, including but not limited to, using proper copyright notices and including appropriate credits when using the Music.
B. Copyright Infringement
– This section explains the user’s responsibilities if they use the Music in a way that infringes on the rights of others.-
The user shall not infringe or violate the proprietary rights of Bearlyconnected Music, including but not limited to, the copyright in the Music.
Any unauthorized use of the Music in a manner that infringes the proprietary rights of Bearlyconnected Music shall be deemed a material breach of this agreement and may result in legal action.
The user shall indemnify and hold harmless Bearlyconnected Music and its affiliates against any and all claims, losses, damages, liabilities, and expenses, including reasonable attorney’s fees, arising from any infringement or violation of the proprietary rights of Bearlyconnected Music by the user.
In the event of a copyright infringement claim, the user agrees to immediately remove the infringing material and/or discontinue the use of the Music.
V. Warranties and Representations
A. Music Warranties
– This section explains any warranties made by the provider with respect to the Music, such as that it is original and not infringing on the rights of others.-
Bearlyconnected Music hereby warrants that it is the sole and exclusive owner of the Music and has the right to grant the license as set forth in this Agreement.
Bearlyconnected Music represents and warrants that the Music does not infringe the intellectual property rights of any third party, including but not limited to copyrights and trademarks.
Bearlyconnected Music makes no other representations or warranties, express or implied, with respect to the Music, including but not limited to warranties of merchantability or fitness for a particular purpose.
Bearlyconnected Music shall not be liable for any claims or damages arising from the use of the Music, including but not limited to claims of infringement of any third-party intellectual property rights.
B. User Representations
– This section explains any representations made by the user, such as that they will use the Music only as permitted under the agreement.-
The User represents and warrants to Bearlyconnected Music that (i) the User has the right, power, and authority to enter into this agreement, (ii) the User will not use the Music in a manner that infringes the intellectual property rights of any third party, and (iii) the User will comply with all applicable laws in connection with the User’s use of the Music.
The User shall indemnify and hold harmless Bearlyconnected Music against any and all claims, damages, and expenses (including reasonable attorney’s fees) arising from the User’s breach of any representation or warranty set forth in this section.
VI. Termination and Refunds
A. Termination for Breach
– This section explains what happens if the user breaches the agreement, including the right of the provider to terminate the license.-
This agreement may be terminated by Bearlyconnected Music if the User breaches any material term or condition of this Agreement, including, but not limited to, the restrictions set forth in Section II. C Prohibitions and Section IV B. Copyright Infringement.
Upon any such termination, the User shall immediately discontinue the use of the Music, destroy all copies of the Music in their possession, and confirm such destruction in writing to Bearlyconnected Music.
The termination of this Agreement shall not limit Bearlyconnected Music from pursuing any other rights or remedies available to it under this Agreement or at law. The User acknowledges that a breach of this Agreement by the User will cause Bearlyconnected Music irreparable harm and that Bearlyconnected Music may seek any appropriate remedies, including but not limited to, injunctive relief, without the requirement to post a bond, in addition to any other rights or remedies Bearlyconnected Music may have.
VII. Limitation of Liability
A. Disclaimer of Warranties
– This section explains that the provider is not responsible for any damages or losses incurred by the user as a result of using the Music.-
Bearlyconnected Music provides the Music on an “as is” and “as available” basis, without any warranties of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
Bearlyconnected Music does not warrant that the Music will meet your requirements or that the use of the Music will be uninterrupted, timely, secure, or error-free.
You acknowledge and agree that you use the Music at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that may result from the use of the Music.
No oral or written information or advice given by Bearlyconnected Music or its authorized representatives shall create a warranty. To the maximum extent permitted by law, Bearlyconnected Music and its affiliates, officers, agents, partners, and employees shall not be liable for any damages, direct or indirect, incidental, consequential, or otherwise, arising out of or in connection with your use of the Music.
B. Limitation of Liability
– This section sets a limit on the provider’s liability, such as the maximum amount of damages the provider will pay in the event of a breach.-
The User may cancel this Agreement for any reason at any time. Upon cancellation, the User shall immediately stop using the Music and delete all copies of the Music in their possession. Bearlyconnected Music shall have no further obligation to the User, and the User shall have no further right to use the Music. Any unused portion of the license fee, if applicable, shall not be refunded to the User.
VIII. Indemnification
A. User Indemnification
– This section explains that the user will indemnify the provider against any claims or damages arising from their use of the Music.-
The User agrees to indemnify, defend and hold harmless Bearlyconnected Music and its employees, agents, representatives, affiliates, licensors and suppliers from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorney fees) that such parties may incur as a result of or arising from the User’s breach of this Agreement, the User’s use of the Music, or the User’s infringement of any Intellectual Property Rights or other rights of any third party.
The User shall cooperate as fully as reasonably required in the defense of any claim. Bearlyconnected Music reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User shall cooperate with Bearlyconnected Music in asserting any available defenses.
IX. Governing Law and Jurisdiction
A. Governing Law
– This section specifies the law that governs the agreement, such as the law of a particular state or country.-
This agreement shall be governed by and construed in accordance with the laws of Spain, and in particular, the laws of the Catalonia region, with jurisdiction in Barcelona. Any dispute arising under or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts of Barcelona, Spain.
X. Miscellaneous
A. Entire Agreement
– This section explains that the agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings.-
This Music License Agreement constitutes the entire agreement between the User and Bearlyconnected Music, and supersedes all prior and contemporaneous negotiations, representations, and agreements, whether written or oral, relating to the subject matter of this Agreement.
This Agreement may only be amended in writing and executed by both parties. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be deemed deleted, and the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or remedy under this Agreement shall not be construed as a waiver of any future enforcement of such right or remedy.
The User acknowledges that it has not entered into this Agreement in reliance upon any representation or warranty that is not set forth herein.
B. Amendment
– This section explains the process for amending the agreement and whether amendments need to be in writing.-
This Music License Agreement may be amended, altered, or modified only by written instrument executed by both parties. No oral agreement or waiver, express or implied, will be binding on either party. Any amendment, alteration, or modification of this Music License Agreement must be in writing and signed by both parties to be effective.
C. Assignment
– This section explains whether the user is allowed to assign the license to another party and under what circumstances.-
This agreement may not be assigned by the User without the prior written consent of the Provider. Any attempted assignment without such consent shall be null and void. The Provider may assign this agreement at its sole discretion and without the User’s prior written consent.
The assignment of this agreement shall not relieve the User of its obligations under this agreement.
D. Severability
– This section explains that if any portion of the agreement is found to be unenforceable, the remaining provisions will still be valid and enforceable.-
If any provision of this Agreement is held to be unenforceable or invalid, such provision shall be struck and the remaining provisions shall be enforced. The parties agree to substitute for such invalid provision a valid provision that most closely approximates the intent and economic effect of the invalid provision.
E. Notices
– This section explains how notices must be given under the agreement, such as by email or registered mail.-
Any notices, demands or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed electronic mail or by registered or certified mail, return receipt requested, to the address of the parties as set forth below or such other address as either party may have furnished to the other in writing:
To Bearlyconnected Music: webmaster@bearlyconnected.com
To User: The email address provided by the User during the registration/payment process.
Notice given by confirmed electronic mail shall be deemed given on the date sent, provided that a duplicate copy is sent by registered or certified mail as described above.
