This Music License and Services Agreement (the “Agreement”) is a legally binding agreement between the “Company” Tabata Songs, LLC AND each client, individual, entity, licensee, user or visitor (collectively “you” or “your”) (i) accessing TabataMusic.com (hereinafter collectively referred to as the “Website”), and/or (ii) using the Services (as defined under Section 3.1 of this Agreement) via the Website.
You and Company shall also hereinafter be referred to together as the “Parties” and individually as a “Party”.
Please read the terms and conditions of this Agreement carefully before using the Website and Services. Your access to the Website and your use of the Services (as defined below) is conditioned upon your acceptance of and compliance with this Agreement.
1. DEFINITIONS
The following defined terms shall have the following meanings under this Agreement:
“License(s)” means the Free License or Paid License offered by Company to you in relation to the Song(s) (as defined below).
“Song” means the sound recording(s), including any and all musical works (original musical composition including lyrics, music/melody and/or arrangements) that are embodied in such sound recording(s), which are licensed and made available to you by Company, via the Website and subject to certain usage limitations and restrictions as provided under Section 5 of this Agreement.
“Project(s)” means the purpose or specific activity or project for which you will be granted a license to use the Song(s).
2. ACCEPTANCE AND MODIFICATION OF THIS AGREEMENT
2.1 By accessing the Website and using the Services (defined below) you agree to be bound by this Agreement and accept to comply with all applicable laws and regulations. Should you disagree to be bound by this Agreement, in whole or in part, you shall (i) not be permitted/authorized to use the Services (as defined below), and (ii) refrain from accessing the Website.
2.2 Company may, in its sole discretion, modify or replace the terms and conditions of this Agreement from time to time. Your continued use/access to the Website and Services (as defined below) following the posting of any changes to this Agreement shall be deemed to constitute your acceptance of this Agreement.
3. THE SERVICES
3.1 Company provides you with an array of Songs that are made available to you via the Website and which we:
(i) allow you to browse and listen to on the Website;
(ii) allow you, under the applicable/selected License, to download from the Website for use in your Project(s); and
(iii) permit you, subject to Section 4 (Free and Paid Licenses) and Section 5 (Limitations and Restrictions), to use in your Project(s),
(collectively the “Service(s)” ).
3.2 Company shall not be liable to you in any manner for your use of the Services and Songs which you may integrate into any Project(s). For the avoidance of doubt, you shall be solely and exclusively liable for any and all Project(s).
3.3 You acknowledge, understand and agree that Company may add/remove Songs to/from the Website from time to time, in its sole discretion, and you acknowledge, understand and agree that you shall have no claim or demand in this regard.
3.4 Due to the digital nature of the Songs on the Website, you acknowledge and understand that Company offers no refunds, unless your inability to access and use such Songs results from an error/fault on Company’s part.
4. FREE AND PAID LICENSES
4.1 License Grant. As part of the Services and subject to Section 5 (Limitations and Restrictions) and/or this Agreement, Company grants you a non-exclusive, worldwide, non-transferable, non-sublicensable, right to use, download the Song(s), solely in accordance with the terms and conditions of this Agreement and the applicable License and/or All Access Subscription Plan (defined below) you choose to purchase.
4.2 FREE LICENSE. In addition to the license granted to you by Company under Section 4 of this Agreement, you acknowledge and understand that (i) the Free License (as defined below) shall be revocable. The free License allows you to download and use Songs, free of charge, in your Project as part of an online video or live video streaming that is published AND accessible free of charge, OR for usages limited to theatrical performances and films, providing that your Project is meant for educational purpose only and does not generate revenue (collectively “Free License”). By downloading and using any Song under this Free License, you agree to include in your video description, for online videos, you agree to use reasonable efforts to credit and acknowledge Company in your Project.
4.3 PAID LICENSES
4.3.1 Individual (“Pay-per-Track”) Licenses. Company offers you a Pay-per-Track Standard License. The features and details of the License are as follows:
(i) Pay-per-Track Standard License – this License allows you to download and use the Song in YouTube and social media videos. This license does NOT allow use in products, free or paid, in addition to YouTube and social media (Facebook, Instagram, TikTok, Snapchat). 4.4 Company shall provide you with a license certificate for each Song that you download and purchase from the Website.
4.5 For the avoidance of doubt, you may use our Song in videos which are posted on Facebook, but you must not register the Song with the Facebook rights manager service.
4.6 All rights not expressly granted to you by Company are hereby reserved.
5. LIMITATIONS AND RESTRICTIONS
5.1 Except if expressly permitted under Section 3 (The Services) and Section 4 (Free and Paid Licenses) of this Agreement, you shall not:
(i) use the Songs in applications or software that produces or generates videos,
(ii) use the Songs in audio podcasts, audiobooks, meditation soundtracks and Projects that contain only audio material;
(iii) falsely represent, expressly or impliedly, that you are the original creator/owner/author of the Songs;
(iv) use the Songs and any derivative work containing the Songs, in whole or in part, in any other stock product, library, collection, or database for distribution or resale;
(v) make any re-mixes with the Songs;
(vi) use the Songs in Projects that promote violence, hate, discrimination, illegal activity, cruelty and/or harmful content;
(vii) edit, modify, or alter the Songs (a) beyond basic editing (including but not limited to setting fade-in/fade-out points, determining the start and end points, or using only a selection of the Song(s)), (b) in a way that alters the Songs’ fundamental character, harmonic structure, lyrics and/or melody, or (c) to the prejudice of the unwaivable moral rights of Company’s licensors;
(viii) permit a third party to use or copy the Song(s);
(ix) use the Songs in any manner which may damage the artist/licensor of such Song(s), Company’s reputation, or violate any rights of third parties;
(x) sublicense or assign the use of the Songs for standalone distribution; and/or
(xi) make the Songs available and/or distribute, resell, or perform the Songs separately from the Project into which the Songs has been incorporated;
(xii) use the Services for any purpose not expressly permitted by this Agreement or the applicable License.
5.2 Company reserves its full right to determine at its sole discretion whether the use of a Song constitutes a violation of this Section. In such event, Company may demand that you immediately cease using any of the Song(s), Website and/or Services.
6. FEES AND TAXES
6.1 Fees. A valid payment method, including credit card, debit card, or PayPal account, is required to process the payment for your selected paid All Access Subscription Plan and one-off License(s). Company will process your payment via a third-party payment processor. 6.6 Taxes. Unless stated otherwise on the Website or this Agreement, all fees due for your use of and access to the Website and Services, shall be exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, whether disputed or not, including any value-added, sales, use or withholding taxes, assessable by any jurisdiction (“Taxes”).
7. ACCEPTABLE USE OF THE WEBSITE
You may not use the Website to transmit, distribute, store or destroy any material or information (i) in violation of any applicable law or regulation; (ii) in a manner that infringes Company’s Intellectual Property Rights (defined below) or any third-party’s intellectual property rights; (iii) in a manner that violates the privacy or other personal rights of third parties; (iv) that is defamatory, damaging, disruptive, obscene, threatening, abusive or hateful, and/or (v) in order to upload, post, email, transmit, or otherwise make available any content that shall (a) be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable; and (b) incite, encourage or threaten immediate physical harm against another, promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; contains material that solicits personal information from anyone under the age of eighteen (18) or exploits anyone in a sexual or violent manner.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All content, trademarks, third-party logos and names, data, software, information or information contained in any materials, or documents used by Company in relation to the Website and Services, including, but not limited to, any and all copyrighted works, Songs, databases, text, tools, software, technology, algorithms, graphics, icons, designs, logos, graphics, hyperlinks, domain names, codes, information and agreements (“Materials”), are the sole and exclusive property of or are licensed to Company. You may not reproduce, distribute or copy the Materials by any means, whether electronically or not, without Company’s prior written permission.
8.2 Any and all intellectual property rights in the Materials, Website and Services, including all patents, rights in inventions, rights in designs, trademarks, trade and business names and all associated goodwill, rights to sue for passing off or for unlawful competition, copyright, moral rights and related rights, rights in databases, topography rights, domain names, rights in information (including know how and trade secrets) and all other similar or equivalent rights existing in the Materials and Services, now or in the future in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term (“Company’s Intellectual Property Right(s)”), vests solely and exclusively in Company, its affiliates (if any), licensors or vendors, as the case may be. All rights not expressly granted by Company to you are reserved by Company. Save as expressly set out herein, you shall not acquire any right, title or interest in Company’s Intellectual Property Rights.
8.3 Ownership of Songs. You acknowledge and agree that the Songs available on the Website are licensed, not sold, to you by Company in his capacity as licensee having been granted, from composer(s)/songwriter(s) and/or recording artist(s), a license to sub-license Songs to you in accordance with the terms and conditions of this Agreement. You acknowledge and agree that all ownership and copyright interests in the Songs are owned/held by the composer(s)/songwriter(s) and/or recording artist(s) of such Songs. As such, when you download any Song(s) from the Website, you are (i) purchasing the applicable License for use of the Song(s) in your Project, and (ii) not purchasing ownership of the Song(s). You further acknowledge that you will not acquire any right, title or ownership interest in the Songs.
9. DISCLAIMER OF WARRANTIES
9.1 Unless otherwise provided under this Agreement, the Services shall be provided by Company to you "as is," and “as available” with all faults, defects, bugs, and errors.
9.2 Company HEREBY (I) DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO YOUR USE OF THE SERVICES ON THE WEBSITE; AND (II) MAKES NO WARRANTIES OR GUARANTEES OF ANY KIND, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT OR INTEGRATION.
9.3 Company AND/OR ITS RESPECTIVE AFFILIATES (IF ANY), LICENSORS AND VENDORS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, ACCURACY, RELIABILITY OR COMPLETENESS OF (i) THE INFORMATION CONTAINED ON THE WEBSITE AND SERVICES, AND (ii) RELATED GRAPHICS PUBLISHED ON THE WEBSITE AND SERVICES FOR ANY PURPOSE. Company AND/OR ITS RESPECTIVE AFFILIATES (IF ANY) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE AND SERVICES, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
9.4 Company MAKES NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE WEBSITE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE WEBSITE AND /OR SERVICES WILL BE CORRECTED, OR (IV) THAT THE WEBSITE AND SERVICES OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.
9.5 ANY MATERIAL/INFORMATION/Song DOWNLOADED, CAPTURED, SUBMITTED, CREATED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE AND SERVICES ARE ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, SHARING, UPDATING, MANAGEMENT, CAPTURING, SUBMISSION OR CREATION BY YOU OF ANY SUCH MATERIAL/INFORMATION/Song.
10. LIMITATION OF LIABILITY
10.1 Company, ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD-PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THE WEBSITE AND/OR FROM YOUR USE OF THE SERVICES, EVEN IF Company HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, Company’S (INCLUDING ITS AFFILIATES (IF ANY), ITS LICENSORS, VENDORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS) LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID FOR THE SERVICES IN THE PRECEDING TWELVE (12) MONTHS.
11. PRIVACY POLICY
Company Privacy Policy is available at http://www.tabatamusic.com/privacy and governs the use, storage and processing of the personal information you may provide to use through your access to the Website and/or use of the Services. Your election to use the Services via the Website shall be deemed to constitute your acceptance of the terms of Company Privacy Policy.
12. SUSPENSION, TERMINATION AND CANCELLATION OF All ACCESS SUBSCRIPTION PLAN
12.2 Company may suspend or temporarily disable access to all or part of the Website, User Account, or Services if (i) Company suspects you of partaking in any illegal activity; (ii) Company reasonably believes that you have violated this Agreement; or (iii) applicable law enforcement or other government agencies have requested Company to suspend or temporarily disable your access to the Website and/or Services.
12.2 Cancellation of All Access Subscription Plan. Your access and use of the Songs on the Website will continue until the end of your Billing Cycle during which your All Access Subscription Plan shall be canceled.
15. CONTACT INFORMATION
Should you have any questions concerning this Agreement and/or any issues or concerns about the Website and/or Services you may contact Company at http://www.tabatamusic.com/contact
Date of Revision: 10/31/23