Ultimate Evolution Remixes License
Ultimate Evolution Remixes 2019-2020 Client Agreement
THIS AGREEMENT is effective as of (XXXX), by and between Ultimate Evolution Remixes
(Timothy Ridgway) along with all partners of Ultimate Evolution Remixes, and the party identified by accepting, purchasing, downloading, copying, practicing with, competing with and/or distributing the Work in any way (XXXX), regarding music to be provided/presented for coaches, teams and other participants in cheer or dance-related events.
(A) Ultimate Evolution Remixes owns all proprietary rights in and to the copyrightable and/or copyrighted works as described in Appendix A, and has obtained the proper licenses and paid any royalties pertaining to all third party musical pieces/compositions as described in Appendix B, both incorporated herein by reference, and hereinafter collectively known as the “Work”, and has the exclusive right to license to others the right to produce, copy, make, and perform choreographed routines to the Work.
(B) Ultimate Evolution Remixes owns all rights in and to the Work and retains all rights to the Work, which are not transferred herein, and retains all common law copyrights and all federal copyrights which have been, or which may be, granted by the Library of Congress.
(C) Licensee desires to obtain, and Ultimate Evolution Remixes has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.
(D) Ultimate Evolution Remixes has the sole proprietary right to edit, modify, remix, or alter work.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration as set forth herein, Ultimate Evolution Remixes and Licensee agree as follows:
1. Grant of License.
(A) Ultimate Evolution Remixes hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Work in the course of its business and for its own internal business purposes, and for no other purpose whatsoever without the express written permission of Ultimate Evolution Remixes. Licensee shall not sell or distribute the Work in any way. Licensee may copy the Work in accordance with the terms of this Agreement, for distribution ONLY among teammates, coaches/staff, and athletes enrolled with Licensee for the purpose of practice in connection with the Work. Any other use made by Licensee shall only occur upon the receipt of prior written approval from Ultimate Evolution Remixes.
(B) Licensee shall not sell, grant sub-licenses or distribute the Work in any way without the prior express written approval of Ultimate Evolution Remixes.
(C) Licensee hereby accepts such license and agrees that Licensee shall not use the Work except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Ultimate Evolution Remixes may license others to use portions of the Work, such as sound effects, beats, and builds.
2. Representation & Warranty: (A) Licensee warrants and represents: (i) it has full power and authority to enter into this Agreement; (ii) upon entering this agreement Licensee will not violate or conflict with the terms of any other agreement to which it may be bound; (iii) the performance of Licensee in connection the Work will not infringe upon or violate any rights of any kind of third party.
3. Term and Termination.
(A) This Agreement shall commence as of the Effective Date, and shall continue in full force and effect until the Termination Date of May 31st, 2020, unless either party provides written notice of termination to the other party, not less than thirty days prior to the Termination Date.
(B) In the event that Licensee sells all of its assets to a third party, or otherwise ceases to exist in its current form, Ultimate Evolution Remixes, at its discretion, may immediately terminate this Agreement.
(C) Upon termination or expiration of the license granted under this Agreement by operation of law or otherwise, all rights, including the right to use the Work, privileges and obligations arising from this Agreement shall cease to exist.
Licensee agrees to pay Ultimate Evolution Remixes a one time royalty fee of the price agreed upon in correspondence with the Work Licensed, upon execution of this Agreement. Renewals or extensions of this Agreement are subject to additional fees, to be agreed upon by the Parties prior to renewal or extension.
5. Use of the Work.
(A) Ultimate Evolution Remixes shall have control over the quality of use of the Work and the quality of any goods and/or services sold under or related to the Work.
(B) Licensee shall provide Ultimate Evolution Remixes, upon Ultimate Evolution Remixes's request, with representative samples of how Licensee is using the Work. If, at any time, any use of the Work fails to conform to Ultimate Evolution Remixes's standards, Ultimate Evolution Remixes may provide to Licensee notice of said failure. Licensee shall cure said failure within fifteen days from the date of such notice. In the event that said failure is not cured within the period described in the preceding sentence, Ultimate Evolution Remixes may then terminate this Agreement immediately, non-conforming copies of the Work destroyed or promptly submitted to Ultimate Evolution Remixes.
(C) Licensee may not edit, change, modify, remix, or alter the Work in any way. If the Work is edited changed, modified, remixed, or altered outside the hands of Ultimate Evolution Remixes, Agreement will be breached and Licensee then immediately, without notice, assumes all responsibility for any suits, claims, losses, damages, expenses, liability and/or infringement that arises from the Work. Upon such breach of Agreement user’s license will be revoked and Agreement immediately terminated.
(A) Licensee shall fully indemnify, defend, and hold Ultimate Evolution Remixes, its employees, agents, attorneys, consultants, officers, directors, and any person acting on Ultimate Evolution Remixes's behalf as well as its parent companies, subsidiaries and affiliates harmless from and againstany and all claims, losses, damages, expenses, and liability — other than those for infringement, including without limitation, suits arising from offering, promoting, advertising, sale, or use by Licensee, or any of its authorized sub-licenses, of the Work, whether or not such use conforms to standards set by Ultimate Evolution Remixes, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of Ultimate Evolution Remixes.
(B) Ultimate Evolution Remixes has the right, but shall not be obligated, to obtain and maintain federal intellectual property registration of the Work. In the event that Licensee becomes aware of any claimed or alleged infringement of the Work by a third party, Licensee shall promptly advise Ultimate Evolution Remixes in writing of the nature and extent of such infringement or dilution. Ultimate Evolution Remixes has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the Work, but Ultimate Evolution Remixes shall have the sole right to determine whether any action shall be taken. In the event Ultimate Evolution Remixes sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Work, Licensee shall cooperate fully with Ultimate Evolution Remixes. Licensee has no right to enforce the Work through litigation without prior written authorization of Ultimate Evolution Remixes. In any legal action arising from use, or ownership rights of the Work, where both Ultimate Evolution Remixes and Licensee are co-parties, Ultimate Evolution Remixes retains the right to control the litigation, including any and all settlement negotiations.
This Agreement (including, without limitation, the license granted hereunder) is personal to Licensee and shall not be assigned or transferred by Licensee, including, without limitation, by operation of law, except that, and only with prompt written notice to Ultimate Evolution Remixes, the Agreement may be transferred to a purchaser of all or substantially all of the assets of Licensee. Any attempt on the part of Licensee to assign, sublicense, or transfer Licensee's rights under this Agreement, except as provided herein, shall be invalid and void. Ultimate Evolution Remixes shall have the right to assign and/or license its rights and obligations under this Agreement and all its right, title and interest in the Work without the consent of Licensee.
Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally or by registered or certified mail, return receipt requested, with postage prepaid and addressed to the following persons and addresses, or to such other addresses or persons as any party may request by notice in writing to the other such party:
XXX(Personal info included on final version of license)
Any such notice shall be effective when received.
In the event that the Licensee, or any third party in connection with the Licensee, be it event producers or online media, wish to synchronize and publicly perform the Work in timed relation with any audio-visual transmissions of such Licensee's cheer or dance performance, Licensee shall contact Ultimate Evolution Remixes before synchronization of the Work, Ultimate Evolution Remixes will then grant Licensee the right to synchronize the work (Excluding Television Broadcasts).
9. Entire Agreement: This represents the entire agreement, binding agreement between the parties. Any changes or additions to this agreement must be made in writing signed by both parties.
Accepted to, and agreed to by:
Ultimate Evolution Remixes
Licensee: By accepting, purchasing, downloading, copying, practicing with, competing with and/or distributing the Works in any way you hereby accept and agree to the terms of this Agreement in FULL.
Content Created By Ultimate Evolution Remixes:
Content Licensed By Ultimate Evolution Remixes From Third Parties:
**Creative and stylistic choices are at the discretion of the producer. In any case, we’ll always make musical decisions that are in the client’s best interest and ultimately sound AWESOME!
***If the desired scope of work is more than the customizations selected, PremadeCheerleadingMusic.com will invoice you for 'add-ons' (if applicable).
THIS COPY IS FOR YOUR REFERENCE ONLY, NOT A LEGAL VERSION OF THE LICENSE FOR PRINT OR USE AT COMPETITION. YOU MUST OBTAIN A LEGAL, FULLY EXECUTED COPY WITH YOUR PURCHASE SENT DIRECTLY FROM PremadeCheerleadingMusic.com STAFF!