treeofstems

STEM DISTRIBUTION PROMOTION - LIMITED LICENSE AGREEMENT

This Stem Distribution Promotion (the "Promotion") is offered by Atlantic Recording Corporation, 1633 Broadway, New York, NY 10019 (“Atlantic”) and promoted and operated through the Promotion website located at www.treeofstems.com (the "Promotion Site"). BY PARTICIPATING IN THE PROMOTION, ALL QUALIFYING PARTICIPANTS (DEFINED BELOW) AGREE TO THE TERMS OF THIS LIMITED LICENSE AGREEMENT, WHICH ARE FINAL AND BINDING ON ALL MATTERS PERTAINING TO THIS PROMOTION.

1. ELIGIBILITY TO PARTICIPATE IN THE PROMOTION.

    a. Eligibility. The Promotion is open to any individual who is 18 years of age or older. Individuals throughout the world may participate.

    b. How to Participate. End users desiring to participate in the Promotion (“Interested Participants”) may visit the Promotion Site, review this Limited License Agreement, indicate such Interested Participant’s understanding and agreement to this Limited License Agreement in the area identified on such Promotion Site, and download the Creative Pack (defined below) relating to the Atlantic recording artist identified on the Promotion Site (such artist, the “Artist”). The Creative Pack shall include so-called “stems” of a recording or recordings featuring the performances of the Artist (such recording(s), the “Original Recording”, and such Creative Pack, the “Creative Pack”). By participating in the Promotion and indicating understanding and agreement to this Limited License Agreement in the area identified on such Promotion Site, each Interested Participant is confirming that they have read and agree to comply with this Limited License Agreement. Additionally, by participating in the Promotion, and indicating understanding and agreement to this Limited License Agreement in the area identified on such Promotion Site, each Interested Participant is confirming that they have read and understand (i) Atlantic’s terms of use, located at http://atlanticrecords.com/terms-of-use/ and (ii) Atlantic’s privacy policy, located at http://atlanticrecords.com/privacy-policy/. Each Interested Participant who complies with this paragraph 1(b) and paragraph 1(a) above shall be referred to herein as a “Qualifying Participant.”

2. LIMITED LICENSE TO CREATIVE PACK.

     a. Limited License. Atlantic hereby grants a limited, perpetual, gratis, license to each Qualifying Participant to use the Creative Pack (and thus, the “stem” portion of applicable Original Recordings) on a worldwide basis solely and exclusively as follows: (a) to create one or more remixes (each such remix, a “Remix”) of the Original Recording using the Creative Pack and (b) to post such Remix solely on Qualifying Participant’s personal and non-monetized YouTube account and/or SoundCloud account. No other license to reproduce, distribute, digitally transmit or use the Creative Pack or the Original Recording (or any portion of the Original Recording) is granted.

QUALIFYING PARTICIPANT ACKNOWLEDGES AND AGREES THAT ANY USE OF THE CREATIVE PACK, INCLUDING AS EMBODIED IN THE REMIX, WHICH IS OUTSIDE OF THE SCOPE OF THE LIMITED LICENSE SET FORTH PARAGRAPH 2(a) SHALL CONSTITUTE AN INFRINGEMENT OF ATLANTIC’S RIGHTS, INCLUDING, BUT NOT LIMITED TO, UNDER THE US COPYRIGHT ACT, AND ATLANTIC SHALL HAVE THE RIGHT TO SEEK ALL REMEDIES AVAILABLE TO ATLANTIC, INCLUDING, WITHOUT LIMITATION, EQUITABLE AND INJUNCTIVE RELIEF.

     b. Restrictions. In the unlikely event that the Promotion is cancelled, undeliverable, or unable to take place for any reason, each Qualifying Participant agrees that Atlantic has no further obligations to such Qualifying Participant.

3. REPRESENTATIONS AND WARRANTIES. Qualifying Participant is over the age of 18 and not a minor in Qualifying Participant’s state of residence. Qualifying Participant is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to such Qualifying Participant’s right to enter into this agreement or to fully perform its terms and conditions. No Materials (defined below) shall violate any law or infringe upon or violate the rights of any third party. “Materials” as used in this paragraph 2(c) shall include: (A) any sound recordings, other than as contained in the Creative Pack, used in connection with the Remix; (B) all Compositions, other than as contained in the Creative Pack, used in connection with the Remix; and (D) any and all other materials, ideas, other intellectual properties or elements, other than as contained in the Creative Pack, contained in Remix or otherwise used in connection Qualifying Participants use of the Creative Pack as authorized in paragraph 2 above.

4. NO JOINT AUTHORSHIP. QUALIFYING PARTICIPANT ACKNOWLEDGES AND AGREES THAT THERE IS NO INTENT ON THE PART OF EITHER ATLANTIC OR QUALIFYING PARTICIPANT THAT THEY BE “JOINT AUTHORS” AS DEFINED UNDER 17 U.S.C. SECTION 101. FOR THE AVOIDANCE OF DOUBT, YOU AGREE NOT TO MAKE ANY CLAIM TO [OWN OR] CO-OWN THE REMIX AND YOU UNDERSTAND THAT ATLANTIC WILL BE PROVIDING YOU WITH THE CREATIVE PACK IN RELIANCE ON THIS UNDERSTANDING.

5. RELEASE AND INDEMNIFICATION. BY PARTICIPATING IN THE PROMOTION, QUALIFYING PARTICIPANT: (A) RELEASES AND HOLDS THE ARTIST, WARNER MUSIC INC., ATLANTIC RECORDS LABELS, INDIVIDUALLY AND AS A GROUP AND WARNER MUSIC GROUP, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND REPRESENTATIVES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, LOSSES, COSTS, DAMAGES, LIABILITIES, JUDGMENTS, SETTLEMENTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES) (TOGETHER "LOSSES") OF ANY KIND ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM THE PROMOTION OR PARTICIPATION IN ANY PROMOTION-RELATED ACTIVITY (INCLUDING WITHOUT LIMITATION THE REMOVAL FROM THE PROMOTION SITE OF, OR DISCONTINUATION OF ACCESS TO, ANY CREATIVE PACK OR OTHER MATERIALS), OR RESULTING DIRECTLY OR INDIRECTLY FROM ACCEPTANCE, POSSESSION, USE, OR MISUSE OF ANY CREATIVE PACK IN CONNECTION WITH THE PROMOTION, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, DEATH, AND/OR PROPERTY DAMAGE, AS WELL AS CLAIMS BASED ON PUBLICITY RIGHTS, DEFAMATION, AND/OR INVASION OF PRIVACY AND ANY BREACH OF ANY WARRANTIES OR REPRESENTATIONS CONTAINED HEREIN; AND (B) INDEMNIFIES AND HOLDS HARMLESS ATLANTIC RECORDS LABELS, THE ARTIST, AND WARNER MUSIC GROUP, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS AND REPRESENTATIVES FROM ANY AND ALL LOSSES (AS DEFINED ABOVE) OF ANY KIND THAT MAY BE ASSERTED AGAINST OR INCURRED BY THE ARTIST, WARNER MUSIC INC. OR ATLANTIC RECORDS AT ANY TIME IN CONNECTION WITH QUALIFYING PARTICIPANT’S EXPLOITATION OF THE CREATIVE PACK, QUALIFYING PARTICIPANT’S BREACH OF ANY REPRESENTATION OR WARRANTY CONTINED HEREIN, OR OTHERWISE RELATING TO QUALIFYING PARTICIPANT'S PARTICIPATION IN THE PROMOTION, INCLUDING WITHOUT LIMITATION CLAIMS CONCERNING THE INFRINGEMENT UPON OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS.

6. GOVERNING LAW. THE PROMOTION AND THIS LIMITED LICENSE AGREEMENT ARE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REGARDS TO ITS PRINCIPLES OF CONFLICTS OF LAW. Qualifying Participant irrevocably agrees to personal jurisdiction by the federal and state courts located in the County of New York in the State of New York, United States of America, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. Further, in any such dispute, under no circumstances will Qualifying Participant be permitted to obtain awards for, and Qualifying Participant hereby irrevocably waives all rights to claim punitive, incidental, or consequential damages, or any other damages, including attorneys' fees, other than Qualifying Participant’s actual outof- pocket expenses (i.e., costs associated with participating in the Promotion), and Qualifying Participant further irrevocably waives all rights to have damages multiplied or increased.

7. CONTRACTUAL LIMITATIONS PERIOD. QUALIFYING PARTICIPANT AGREES THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO QUALIFYING PARTICIPANT’S EXPLOITATION OF THE CREATIVE PACK OR OTHERWISE RELATED TO THE PROMOTION MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OCCURS, OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

Limited License Agreement © 2020 Atlantic Recording Corporation. All rights reserved.