This License Agreement (the “License”), dated as of , by and between CheerleadingMix.com, with a principal office address of 1425 Market Blvd Suite 530-262 Roswell, GA 30076 (“4 Cheer”), and the person or entity digitally signing, submitting or agreeing to these unmodified terms (hereinafter referred to as “Licensee”).
WHEREAS, 4 Cheer creates and provides premade cheer mix(es), from its catalogues, (the “Mix(es)”) for licensees to use in connection with cheerleading practices and competitions;
WHEREAS, 4 Cheer makes the Mix(es) available for licensing on its website, CheerleadingMix.com (the “Website”);
WHEREAS, Licensee desires to license the Mix(es) from 4 Cheer on a non-exclusive basis;
WHEREAS, 4 Cheer desires to grant Licensee a non-exclusive license to use the Mix(es) solely as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties hereby agree as follows:
The Works. New Level Mix(es) that are covered by this License are listed on the Website and shall be hereinafter referred to as the “Works”.
Grant of Rights.
a. New Level hereby grants Licensee a non-exclusive performance license to use the Works in relation to cheerleading practices and competitions, and all related non-commercial uses. Any public performance by Licensee of the Licensed Works is subject to the clearance of the applicable public performance rights in force from time to time applied by the performing rights society in each part of the Territory in accordance with their respective prevailing terms and conditions.
b. Licensee shall not edit, alter, modify or sublicense the Work in any manner.
c. Licensee acknowledges that it shall have no right or access to the Master and may only use the phonographic or digital copy provided by the Music Service as enumerated herein.
d. Licensee acknowledges and agrees that its use of the Licensed Works shall be solely for non-profit use only and in connection with the public performance by Licensee of the Licensed Work for Cheer, Dance and Gymnastics competition, practice and other not-for-profit performances. Additionally, Licensee shall have the right to use the Licensed Works for personal, noncommercial uses.
Term. The term of this License shall commence upon the date that the Mix is electronically delivered to the Licensee and shall end one (1) year from that date (“Term”). This License shall automatically terminated upon the expiration of the Term.
Delivery. New Level shall deliver the Mix(es) to Licensee by a digital format, chosen by the sole discretion of New Level.
Territory. Worldwide(the “Territory”).
Acknowledgment of Ownership. Subject to the license granted herein, Licensor reserves and retains all right, title, and interest in and to the Works.
Fee. In consideration of the grant of rights and license hereunder, Licensee shall pay New Level the fee set forth on the Website, include any additional charges as set forth on the Website (the “Fee”). For ecommerce purchases, the Website’s “Checkout” section shall provide Licensee with the final dollar amount of the License Fee and payment of the Fee shall serve as payment for this License. Licensee shall pay the Fee by PayPal or credit card. The Licensee hereby agrees to pay the Fee as set forth in the “Checkout” section of the Website. Further, Licensee shall abide by the terms and conditions set forth in this License and on the Website.
Credit. Licensee shall provide New Level the following credit, for all approved uses of the Mix(es): Mix(es) Provided by CheerleadingMix.com.
Warranties and Representations.
a. Licensee warrants and represents to New Level that:
i. He/She/It has the right to enter into this Agreement and has not entered into any other agreement that would interfere with your grant of rights hereunder and he/she/it is not under any disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this Agreement;
ii. He/She/It shall only use the Mix(es) as set forth herein;
iii. Licensee shall comply with all of the requirements of the applicable performing rights societies.
b. New Level warrants and represents to Licensee that:
i. It has the right to enter into this Agreement and has not entered into any other agreement that would interfere with your grant of rights hereunder; and
ii. It will not violate any law, regulation or contractual obligation by entering into this Agreement, and that it is free to enter into this Agreement, is not subject to any obligation or disability and has not made or will not make any grant or assignment which can, will or reasonably might prevent or materially interfere with the full performance of its obligations hereunder.
New Level Limitation on Liability.
a. New Level shall not be liable to Licensee for any special or consequential, indirect damages, including but not limited to loss of anticipated profits, in connection with or arising from this License or arising from or related to any, data errors, digital transmission errors, software programs, or failures, interruptions or delays, regardless of its cause.
b. New Level’s total liability shall not exceed the Fee. Licensee shall indemnify, save and hold New Level, its licensees, successors, assigns, employees, officers, directors and representatives harmless from any damages in excess of the Fee set forth in Section 7.
Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party, its/his/her affiliates, respective shareholders, directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that arises out of the negligence or willful misconduct of the breaching party or the breach of any of the representations or warranties made herein by the breaching party.
Assignment. Licensee shall have the right, at Licensee’s election, to assign any of Licensee’s rights hereunder, in whole or in part, to any person, firm or corporation. Licensor shall not assign rights hereunder without Licensee’s prior written consent, and any attempted assignment without such consent shall be void and shall transfer no rights to the purported assignee.
Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between Licensor and Licensee. Neither party, by virtue of this Agreement, is authorized as an agent, employee or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors.
Headings. The section headings in this Agreement are for identification purposes only and shall not affect the interpretation of this Agreement or any party hereof.
Notices. Any notice, request, approval, waiver and other communication required or permitted to be given under this Agreement to any party shall be in writing addressed to the other party at the addresses set forth in this Section 12.3 or at such other address for which such party gives notice hereunder. Such notice will be deemed given or sent: (a) when deposited, as certified mail, return receipt requested, postage and fees prepaid, in the United States mails; (b) when personally delivered to the recipient; © when transmitted electronically or by facsimile, and such transmission is confirmed as having been successfully transmitted by a facsimile confirmation sheet (for facsimile) or followed by a copy thereof deposited in the regular mail, postage prepaid (for electronic transmissions); or (d) when delivered to the recipient in the care of a person whom the sender has reason to believe will promptly communicate such notice to the recipient.
Miscellaneous. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior discussions and negotiations. No modification of or amendment to this Agreement shall be effective unless made in writing signed by both parties. Any waiver under this Agreement must be in writing, and any waiver of one event shall not be construed as a waiver of subsequent events. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect. The parties agree to renegotiate in good faith any term held invalid and to be bound by the mutually agreed substitute revisions. Each covenant and agreement contained in this Agreement will be construed and enforced independently of any other provision of this Agreement. This Agreement will be binding upon and inure to the benefit of the parties, their successors and assigns. Comedy Hype shall have the right to sub license the Licensed Content to third parties, but except for that assignment right, neither party may assign its respective rights or delegate its respective obligations under this Agreement without the prior written consent of the other party, which such consent shall not be unreasonably withheld. This Agreement will in all respects be subject to and interpreted in accordance with the laws of the State of Georgia without regard to conflicts of law rules that would result in a different governing law. The parties irrevocably submit to the jurisdiction of the federal and state courts in the State of Georgia, and the parties hereto submit to the personal jurisdiction of said courts for the purpose of any action or judgment with respect to this Agreement, regardless of where any alleged breach or other action, omission, fact or occurrence giving rise thereto occurred. The parties irrevocably waive any claim that any action or proceeding brought in Georgia has been brought in any inconvenient forum.