This License Agreement (this “Agreement”) is dated as of the date that you accept it (the “Effective Date”), and is between The Cueniverse, LLC (“Cue”) and you (“you”).

The parties agree as follows:

1. Registration. Cue has a large catalogue (the “Catalogue”) of music, special effects, and other recorded soundtracks (“Tracks”) that it is offering to license to you through its website (the “Site”) pursuant to the Agreement. To use the Site’s services and receive a license to use the Tracks, you are required to open an account on the Site, provide accurate and full details, and pay for the license.
You will inform the Site immediately of any unauthorized use of your account.

2. Subscription for Individuals. You have selected the subscription music license for individuals (the “Subscription”) and will pay the indicated fee for this Subscription in accordance with the payment plan you have selected. Your Subscription will last for one year from the Effective Date and shall automatically renew each year thereafter unless you cancel the renewal at least 15 days prior to the expiration of the term then in effect (the Subscription term and each renewal term collectively referred to as the “Subscription Term”).
To cancel the automatic renewal you must send an email to terminations@thecueniverse.com stating that you are canceling the renewal, and you must receive an acknowledgement of receipt from Cue (you will contact us if you do not receive our acknowledgment). Cue may increase the fee it charges for Subscriptions by providing you with written notice of the increase. Such increases will not affect your current Subscription Term but will take effect upon the automatic renewal. If you do not want to pay the increased fee, you may cancel your automatic renewal pursuant to this paragraph. Cue may add or remove Tracks in its Catalogue at any time.

3. License Terms. During the Subscription Term, Cue grants you the non-exclusive, world-wide right to use the Tracks subject to the following terms:
1. Synchronization. You may access and download any of the Tracks available in the Catalogue for synchronization and use, in whole or in part, with any projects that you individually own, create or produce (your projects synched with the Tracks, referred to as your “Projects”).
2. Channels.You may distribute your Projects (with the synched Tracks) on the following channels (“Channels”): YouTube, Facebook, Instagram, Twitter, Twitch, Snapchat, TikTok, websites that you own, and podcast channel(s) that you have added to your account page (collectively, the “Channels”). For this Subscription, you may only have a single channel on each of these platforms.
3. Duration. The term of this license is in perpetuity (even if you cancel your Subscription), provided that your completed Project with the synchronized Tracks is uploaded and published on one of the Channels during the Subscription Term.
4. Public Performance Royalties. The rights granted to you do not include the right to collect public performance royalties with respect to the Tracks, which right is reserved by Cue. You do not have the right to license any third party the right to use your Project with the Tracks in any other media or Channels other than as agreed herein.
5. No Public Performance Rights. The rights granted you do not include public performance rights.
6. Adaptations of Tracks. Expressly for the purpose of synchronizing the Tracks to the Project, the Tracks may be modified in the following ways:
   1. Restructuring and cutting;
   2. Looping a certain section;
   3. Using ‘stem’ files to construct an alternative arrangement;
   4. Applying reverb or other effects to emulate environmental or playback conditions; and
   5. Applying minimal effects or audio clips;
      While modifications may be made and the structure of the music may change, the original composition must remain distinctly recognizable.It is not permitted for modifications to be made that may be deemed to be detrimental to the perceived quality of the Track or that change the style or arrangement on the Track in any other way.
7. No Paid Advertising. This license does not include usage of Tracks in Projects constituting advertisements published within paid media space such as online pre-, mid-, and post-rolls.
8. No Promotion of Third-Party Brands. This license does not include usage of Tracks in Projects to be sold or licensed to third-parties, or for purposes of promoting any third-party brands, products, or services. You further have no right to use the Tracks in any production that is produced for the purpose of being used, licensed, or owned by any third party, including for promotion or integration of products or services of a corporate brand or uploaded or embedded on third party channels or websites.
9. No Use of Tracks on a Standalone Basis. You are not permitted to make available or use the Tracks (in whole or in part) on a standalone basis including without limitation that the Tracks may not be used for audio samples, sound libraries, sound effects, un-synched tracks, or music beds. You are not permitted to combine the Tracks with a single still image or limited animation where the production is essentially tantamount to use of the Tracks on a standalone basis, meaning uses where complete or almost complete Tracks are used and where any accompanying visuals are of a subordinate importance.
You may not resell or sublicense the Track, or otherwise make it available, (i) within a downloadable template where someone would be able to download the sound file as a separate file, such as in e-card templates or website templates, or (ii) as part of any competing product such as a music compilation or music library.
10. No Abusive Downloads. Tracks may only be selected and downloaded by you individually without any machine, technical, or software assistance or bots. To prevent abusive downloads of Tracks, you are limited to downloading 20 Tracks a day and 80 a month. If you require more Tracks for your Project, please contact Cue’s management.
11. Rights Are Granted to You Personally. The rights granted hereunder are only to you personally and are nontransferable. To the extent the user is a legal entity which is not a private individual, its full legal name and company identity will be specified in the registration and it will be considered “you” as the party to this Agreement.
12. Restricted Uses. You may not use the Tracks for any of the following: (i) for unlawful purposes; (ii) to create, produce, or distribute any material that is obscene, offensive, blasphemous, pornographic, unlawful, threatening, racist, immoral, hateful, menacing, malicious, fraudulent, misleading, abusive, harmful to any person or property, false, an invasion of privacy or publicity rights, defamatory, libelous, vulgar, illegal or otherwise objectionable; (iii) to create, produce, or distribute any material that you do not have a right to transmit or communicate under any contractual or fiduciary relationship or which infringes any copyright, trademark, patent or other intellectual property right or any moral right of any party including, but not limited to Cue; (iv) to harm minors in any way, including, but not limited to, content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct; or (v) without Cue’s written permission, in connection with controversial subjects such as: political content; the promotion, advertisement or endorsement of any party, candidate, elected official, or controversial position; “adult videos”; or promotion of adult entertainment venues, escort services, or the like.
13. Credit. While Cue encourages the inclusion of a credit for the track, artist and/or www.TheCueniverse.com, you are under no obligation to provide any credit.
14. Limitation on Rights. All rights and licenses granted hereunder are non-exclusive, non-transferable and non-assignable and may not be sub-licensed. You may only use the Tracks in accordance with the rights and licenses granted under this Agreement. Any rights not specifically granted hereunder are reserved by Cue.
4. Monetization. Subject to your compliance with this Agreement, you may allow, and receive remuneration from, the display of third-party ads in connection with making available your Projects on the Channel(s) (i.e. monetize your Projects). You are responsible for registering the Channel(s) with Cue, in accordance with the Cue’s instructions ("whitelisting"). Cue monetizes unlicensed uses of Tracks on YouTube and/or other platforms. Without correct whitelisting, Cue is unable to tell your licensed Project from unlicensed uses, and thus reserves the right to monetize any Project containing Tracks that are not correctly whitelisted. Should your Project licensed under this Agreement be monetized by Cue or otherwise receive a claim from Cue, you may notify Cue at copyright@thecueiniverse.com and Cue will discontinue such monetization and will release the claim without undue delay. Cue will have no responsibility, and will not reimburse you, for any monetization of Tracks by Cue for any period prior to such Projects having been correctly whitelisted.
5. Termination. This Agreement will terminate upon the expiration of your Subscription Term as stated in Paragraph 2 (Subscription for Individuals). Additionally, Cue has the right to terminate your Subscription and this Agreement and to suspend your access to the Tracks at any time in the event of the following: (i) your actual or suspected unauthorized use of the Tracks or non-compliance with this Agreement; (ii) You become bankrupt or insolvent, (iii) you are convicted of a felony; or (iv) at Cue’s convenience for any reason or no reason. Upon expiration or termination of this Agreement, you will no longer be entitled to use or access the Cue Catalogue and shall return to Cue, or otherwise destroy or remove from any storage, any and all copies of the Catalogue, or portions thereof, including the Tracks contained therein. In no event, will Cue be responsible for returning any fee that you have already paid to Cue. Your use of any Tracks pursuant to Paragraph 3 shall survive the termination of this Agreement.
6. Temporary Interruptions. You understand that temporary interruptions of the Site and Subscription may occur as part of normal events that are out of our control. You also accept that we have no control over the third-party networks or services that we use to provide you with our services. The services available on this Site are provided “AS IS” and Cue assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store or receive any Tracks, user communications or personalization settings.
7. Liabilities.
1. Cue’s Liability. Cue makes no warranty or representation, express or implied, except that it warrants that it has the right to grant the license granted hereunder. The total liability of Cue under this Agreement or otherwise shall be limited to the fee paid by you to Cue under the current Subscription Term. This license is granted to you without any other warranty or recourse. Cue shall not be liable for any indirect costs or consequential losses (including without limitation loss of profits).
2. Your Liability. You shall indemnify Cue against all liabilities, costs, damages and losses, including any legal costs, suffered or incurred by Cue arising out of or in connection with:
   1. your breach or negligent performance or non-performance of this agreement; or
   2. the enforcement of this agreement.
8. Third-Party Claims.
1. On rare occasions Cue may receive notice that a Track is subject to a claim of infringement or other rights issue by a third party. In such cases, Cue may require you to immediately cease using the Track, delete and/or remove the Track from your Project; and ensure that your distribution channels do likewise. Cue will provide you with comparable licensed material (to be determined by Cue) free of charge, but subject to the other terms and conditions of this Agreement.
2. You will immediately notify Cue in writing with details if any of the following matters come to your attention:
   1. any actual, suspected, or threatened infringement of the Track; or
   2. any claim made or threatened that the Track has legal issues or infringes the rights of any third party.
      With respect to any of these matters:
   1. Cue will, in its sole discretion, decide what action to take, if any;
   2. Cue will have exclusive control over, and conduct of, all claims and proceedings;
   3. You will not make any admissions other than to Cue and shall provide Cue with all assistance that it may reasonably require in the conduct of any claims or proceedings; and
   4. Cue shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
9. Trademarks. Neither party is granted any right to use the trademarks, brands, or trade names of the other party.
10. Notices. All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to Cue must be sent to the attention of the Legal Department at legal@thecueniverse.com if by email, or, if by conventional mail, to our address at The Cueniverse, LLC, 50-17 48^th Street, Woodside, New York 11377, Attn: Legal Department. Cue may submit notices to you either through the email address provided, or to the address it has on record. Any notices or communication under these terms will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested (10 business days if sent to or from a foreign country); (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.
11. Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of Tracks, products, or services available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, pandemic, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
12. Assignment. This Agreement and all rights hereunder are personal to you and may not be transferred or assigned by you at any time. Cue may assign this Agreement to any third party.
13. No Waiver. Any failure by Cue to enforce or exercise any provision of this Agreement or related rights shall not constitute a waiver of that right or provision.
14. Integration. This Agreement contains the entire agreement between the parties and supersedes all prior oral and written agreements, understandings, commitments, and practices between them, including all prior agreements, whether or not fully performed by you before the date of this Agreement.
15. Choice of Law. This Agreement shall be construed in accordance with the laws of the State of New York without regard to its rules pertaining to conflict of laws. Any action arising out of or relating to this Agreement shall be brought in the appropriate state or federal court located in the State of New York, County of New York, and the parties expressly consent to exclusive venue and jurisdiction of the courts located in the State of New York, County of New York, for any such action.
16. Equitable Relief. The parties consent that it would be impossible or inadequate to measure and calculate Cue’s damages from any breach of this Agreement. Accordingly, if you breach any section of this Agreement, Cue will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and the right to specific performance of any such provision of this agreement. No bond or security shall be required by Cue in obtaining such equitable relief.
17. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.
18. Amendment. This Agreement may be altered, amended, modified, superseded canceled, renewed, or extended only by an agreement in writing executed by both you and Cue; except that Cue has the right to change the terms of this Agreement (other than terms relating to the license of rights) at its discretion by publishing the revised Agreement on this Site. If you do not agree to the changes in the revised Agreement, you must cease using the Site and downloading Tracks. Your continued use of the Site and downloading Tracks will be deemed acceptance of the revised Agreement.
19. Savings Clause. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.




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The Cueniverse, LLC