# Licensing Terms

**Effective Date:** [Insert Date]

These Licensing Terms ("Agreement") govern your use of the musical compositions, designs, visual designs, videos, and other creative works (collectively, "Products") available for purchase on [Your Website Name] (the "Website"). By purchasing, downloading, or using any Products, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, you may not use the Products.

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## 1. **Grant of License**

1.1 **License Scope**: Upon purchase, [Your Name/Your Company Name] ("Licensor") grants you a non-exclusive, non-transferable, worldwide license to use the Products as part of your original compositions or productions ("License"). This License is subject to the terms and conditions outlined in this Agreement.

1.2 **Permitted Uses**: You may:
   - Incorporate the Products into your original compositions, productions, or projects.
   - Use the Products for personal, commercial, or promotional purposes, provided such use is part of an original work and complies with the terms of this Agreement.
   - Modify, edit, or adapt the Products to suit your creative needs, as long as the modified Product is used as part of an original composition or production.

1.3 **Royalty-Free Use**: The License is royalty-free, meaning you are not required to pay additional fees for the ongoing use of the Products, provided such use complies with this Agreement.

1.4 **License Tiers**: Licensor offers the following license tiers for Products:
   - **Basic License**: Permits use in [specific types of projects, e.g., personal or small-scale commercial projects] with a limit of [e.g., 10,000 copies or streams].
   - **Premium License**: Permits use in [larger-scale commercial projects, e.g., TV, radio, or advertisements] with a limit of [e.g., 100,000 copies or streams].
   - **Exclusive License**: Grants exclusive rights to the Product, prohibiting Licensor from selling or licensing the Product to any other party.

1.5 **Definitions**:
   - "Original Composition" refers to a new, creative work that incorporates the Product in a way that significantly transforms or enhances its original form.
   - "Derivative Work" refers to a work based on or derived from the Product, such as remixes, edits, or adaptations, provided such work is part of an original composition.

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## 2. **Specific Terms for Instrumentals**

2.1 **Definition of Instrumentals**: "Instrumentals" refer to musical compositions without vocals that are intended for use by customers to create their own songs by adding vocals or other elements.

2.2 **Permitted Uses for Instrumentals**:
   - You may use Instrumentals to create your own songs by adding vocals, lyrics, or other musical elements.
   - You may share the resulting song on **non-profit social media platforms** (e.g., YouTube, Instagram, TikTok) for personal or non-commercial purposes only.
   - You may perform the resulting song live in **non-commercial settings** (e.g., school events, community gatherings).

2.3 **Restrictions for Instrumentals**:
   - **No Commercial Use**: Instrumentals may not be used in any commercial way, including but not limited to:
     - Streaming services (e.g., Spotify, Apple Music, SoundCloud).
     - Monetized content (e.g., YouTube videos with ads, paid downloads).
     - Commercial projects (e.g., advertisements, films, TV shows, video games).
   - **No Redistribution or Resale**: You may not redistribute, resell, or sublicense the Instrumental in its original or standalone form.
   - **No Standalone Use**: You may not use the Instrumental as a standalone track (e.g., as background music without adding vocals or other significant creative elements).
   - **No Claim of Ownership**: You may not claim ownership or authorship of the Instrumental in its original form.

2.4 **Credit Requirements for Instrumentals**:
   - If you use an Instrumental to create a song, you must credit Licensor as follows: "Instrumental by [Your Name/Your Company Name], used under license."
   - Failure to provide proper credit may result in termination of your License.

2.5 **Exclusive Rights for Instrumentals**:
   - Exclusive Licenses are not available for Instrumentals. All Instrumentals are licensed for non-commercial use only.

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## 3. **Restrictions**

3.1 **Redistribution and Resale**: You may not:
   - Redistribute, resell, sublicense, or otherwise transfer the Products in their original or standalone form.
   - Use the Products in a manner that allows others to extract or access the Products as a standalone file or resource.

3.2 **Competitive Use**: You may not use the Products in a manner that competes with Licensor's business, including but not limited to:
   - Creating stock media, templates, or other products that are similar to or compete with the Products.
   - Using the Products in a way that suggests endorsement, affiliation, or sponsorship by Licensor without prior written consent.

3.3 **Prohibited Uses**: You may not use the Products:
   - In a defamatory, obscene, or unlawful manner.
   - To create content that promotes violence, discrimination, or illegal activities.
   - In a way that infringes upon the intellectual property rights of Licensor or any third party.

3.4 **Usage Limits**:
   - The Basic License permits use in projects with up to [e.g., 10,000 copies or streams].
   - The Premium License permits use in projects with up to [e.g., 100,000 copies or streams].
   - For projects exceeding these limits, you must purchase an extended license or contact Licensor for custom terms.

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## 4. **Ownership and Intellectual Property**

4.1 **Ownership**: Licensor retains all rights, title, and interest in and to the Products, including all copyrights, trademarks, and other intellectual property rights. This Agreement does not transfer ownership of the Products to you.

4.2 **Attribution**: Attribution is optional for commercial use but required for free or promotional use. If credit is required, you must include the following wording: "[Product Name] by [Your Name/Your Company Name], used under license."

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## 5. **Term and Termination**

5.1 **Term**: This License is perpetual, meaning it has no expiration date, provided you comply with the terms of this Agreement.

5.2 **Termination**: Licensor may terminate this License immediately if you breach any of the terms of this Agreement. Upon termination, you must cease all use of the Products and delete or destroy any copies in your possession.

5.3 **Consequences of Termination**: Upon termination of this License, you must immediately cease all use of the Products and delete or destroy any copies in your possession. Licensor reserves the right to pursue legal action for any unauthorized use of the Products after termination.

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## 6. **Disclaimer of Warranties**

The Products are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensor does not guarantee that the Products will meet your specific requirements or be error-free.

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## 7. **Limitation of Liability**

To the fullest extent permitted by law, Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or use, arising out of or related to your use of the Products, even if Licensor has been advised of the possibility of such damages.

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## 8. **Indemnification**

You agree to indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to your use of the Products or your breach of this Agreement.

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## 9. **Governing Law**

This Agreement shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved exclusively in the courts of [Your Jurisdiction].

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## 10. **Changes to This Agreement**

Licensor reserves the right to modify or update this Agreement at any time. Any changes will be effective immediately upon posting on the Website. Your continued use of the Products after the posting of revised terms constitutes your acceptance of such changes.

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## 11. **Contact Information**

If you have any questions about this Agreement, please contact us at:  
[Your Email Address]  
[Your Mailing Address]  
[Your Phone Number]