Composer Toolbox License Agreement for MIDI and Audio Samples
Last Modified 5/31/2023
Grant of License
The Licensor grants the Licensee a non-exclusive, worldwide, and perpetual license to use the MIDI files and audio samples (“Works”) for the following permitted uses:
- Incorporation into music compositions, film or video projects, podcasts, multimedia presentations, or other creative works.
- Synchronization with visual content or audiovisual productions.
- Broadcast, streaming, or distribution of the licensee’s projects containing the Works in any media format.
Number of Projects
The licensee is granted the right to use the Works in an unlimited number of projects without the obligation to pay royalties or additional fees for each use. There are no restrictions or limitations on the total number of projects that can incorporate the Works.
Restrictions
The Licensee shall adhere to the following restrictions regarding the use of the Works:
- Prohibition of Resale: The licensee shall not resell, sublicense, or otherwise distribute the Works as standalone products or as part of a competing MIDI or audio sample library.
- Copyright and Attribution: The licensee shall not claim ownership of the Works or register them as separate works under their name. Proper attribution must be provided to the original creators of the Works in the Licensee’s projects, as outlined in the attribution requirements specified below.
- Prohibition of Unauthorized Use: The licensee shall not use the Works in any manner that infringes upon the intellectual property rights of any third party or violates applicable laws, including but not limited to copyright, trademark, or privacy laws.
- Prohibition of Unlawful or Offensive Use: The licensee shall not use the Works in projects that promote or incite hatred, discrimination, violence, or any illegal activities. The Works shall not be used in any manner that is defamatory, obscene, or offensive.
- Prohibition of Standalone Use: The licensee shall not use the Works as standalone compositions or release them as standalone music tracks without significant modification or additional creative elements.
- Limitation on Transfer of Rights: The licensee shall not transfer, assign, or sublicense their rights and obligations under this agreement without prior written consent from the licensor.
- Compliance with Additional Terms: The licensee shall comply with any additional terms and conditions specified by the licensor, including any restrictions related to Works.
- Failure to comply with these restrictions may result in the termination of the license agreement and potential legal consequences as provided by applicable laws.
Attribution
The licensee is not required to provide attribution for the Works used in their projects. The licensee may use the Works without the need to credit or attribute the original creators.
Modifications
The Licensee is granted the right to make modifications or alterations to the Works, provided that such modifications do not infringe upon the original copyright or violate any restrictions outlined in this agreement. Any modified or altered versions of the Works shall remain subject to the terms and conditions of this License Agreement.
Ownership
The Works are and shall remain the sole and exclusive property of the original creators or copyright holders. This license agreement does not transfer any ownership or intellectual property rights to the licensee.
The licensee acknowledges and agrees that they have no claim of ownership over the Works, and any modifications, alterations, or derivative works created by the licensee using the Works shall not affect the ownership rights of the original creators.
The Licensee agrees not to challenge, contest, or infringe upon the copyright or other intellectual property rights of the original creators of the Works. The licensee shall not register the Works as separate works under their name or claim ownership of the Works in any manner.
Indemnification
The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorney fees) arising out of or related to the Licensee’s use of the Works.
The Licensee shall be solely responsible for any misuse, unauthorized use, or violation of this agreement, as well as any infringement of intellectual property rights or violation of applicable laws that may arise from the licensee’s use of the Works. The Licensee agrees to promptly notify the Licensor of any such claims and cooperate fully in the defense of any such claims.
The Licensor reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Licensee. However, the Licensee shall not settle any claim without the prior written consent of the Licensor, which shall not be unreasonably withheld.
Termination
This license agreement may be terminated under the following circumstances:
- Breach of Agreement: Either party may terminate this agreement in the event of a material breach by the other party, provided that the breaching party has failed to cure such breach within a reasonable period after receiving written notice specifying the breach.
- Violation of Terms: The licensor may terminate this agreement if the licensee violates any of the terms, restrictions, or obligations set forth in this agreement.
- Termination by Either Party: Either party may terminate this agreement at any time for any reason by providing written notice to the other party.
- Effect of Termination: Upon termination of this agreement, the licensee shall immediately cease all use of the Works and destroy any copies or derivatives thereof in their possession.
- Survival of Certain Provisions: Termination of this agreement shall not affect any provisions that by their nature should survive, including but not limited to the ownership, indemnification, limitations of liability, and governing law provisions.
- Rights upon Termination: Termination of this agreement shall not affect any rights or remedies available to either party at law or in equity.
Governing Law
This License Agreement shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of the State of California.