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You are entering into a license agreement with BOOMBRUSH Music LLC LLC (“BOOMBRUSH Music LLC”) to license from BOOMBRUSH Music LLC (”Licensee”, “you” or “your”) one (1) sound recording (“Master”) and one (1) underlying musical composition embodied in the Master (the Master and the composition embodied thereon and any part(s) thereof shall hereinafter be referred to individually and collectively as the “Musical Work”) owned or controlled by BOOMBRUSH Music LLC. The license agreement is comprised of this document, together with the applicable single Standard License you selected (as defined below), and an invoice (“Invoice”) rendered to you in connection with the transaction referred to above (collectively, the “License Agreement”) and constitutes a binding agreement between you and BOOMBRUSH Music LLC.
1. Conditioned upon receipt of payment in full from you of the applicable licensing fee (“Fee”), BOOMBRUSH Music LLC grants you the right to synchronize the Musical Work in your production (“Production”) solely for the single use, territory, term, scope and other parameters you selected from our website specified in the Invoice and which is a single Standard License available as a click-through license by BOOMBRUSH Music LLC on its website. For avoidance of doubt and for purposes of clarity, the available Standard Licenses for selection by the click-through process is attached to this License Agreement and the terms contained therein are incorporated herein by reference. The license granted by BOOMBRUSH Music LLC to you in respect of the Musical Work is a nonexclusive, non-transferable, single purpose license and is subject to the terms and conditions of this License Agreement.
2. The license granted to you does not authorize or permit any use of the Musical Work not expressly set forth in this License Agreement. The terms of this License Agreement are limited to the use of the Musical Work in synchronization with your Production only as authorized by BOOMBRUSH Music LLC in accordance with the terms of the single Standard License selected by you and subject in all respects to the restrictions set forth therein and without limiting the foregoing, does not include the following rights and you may not use the Musical Work:
3. If the Musical Work is broadcast with a network that pays performance royalties, then it is guaranteed that all appropriate Cue Sheets are filed with the broadcast network so as to insure that the proper performance royalties are paid to BOOMBRUSH Music LLC through ASCAP, the PRO Licensee is affiliated with.
4. This License Agreement shall terminate automatically and immediately upon Licensee’s insolvency, assignment for the benefit of creditors, the appointment of a receiver or the breach by you of any of the provisions of this License Agreement. BOOMBRUSH Music LLC shall have the right to obtain injunctive relief as a result of any use by you of the Musical Work after termination of this License Agreement in addition to any other rights and remedies available, including without limitation pursuing an action at law for copyright infringement in the Musical Work.
5. If the applicable Standard License permits you to use the Musical Work in synchronization with your Production on the Internet or any other online or interactive device or distributed media, you shall use your best efforts to ensure that users may not copy, capture or download the Musical Work either alone or as synchronized with your Production.
6. BOOMBRUSH Music LLC represents and warrants that it has the right and authority to enter into this License Agreement with you and grant you the rights herein granted. Notwithstanding the preceding sentence, you acknowledge and agree that in granting you these rights, BOOMBRUSH Music LLC is relying on the rights it has received from the copyright proprietors of the Musical Work.
7. You have the right to use or refer to the name(s) of the author(s) and performer(s) of the Musical Work in the credits, and in any promotions, advertisements and publicity of the Production. In this regard, you agree upon our request, to accord credit in substantially the same manner as you accord credit to all other participants in the Production.
8. Licensee shall defend, indemnify and hold harmless BOOMBRUSH Music LLC, its affiliates and their respective directors shareholders, officers, members, agents, employees successors and assigns and the copyright proprietors of the Musical Work, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys’ fees and costs), arising from or related to your breach of this Agreement or your unauthorized use of the Musical Work.
9. Except as specified herein, BOOMBRUSH Music LLC makes no warranty, express or implied, regarding the musical work, including without limitation any implied warranties of merchantability or fitness for a particular purpose or noninfringement. Except for any liability which cannot by law be excluded or limited, neither BOOMBRUSH Music LLC nor any third party copyright proprietor shall be liable to you for indirect, incidental, special or consequential damages arising out of, or relating to the use of the musical work, whether frames as a breach of warranty, in tort, in contract, or otherwise. In no event shall BOOMBRUSH Music LLC’s or any third party copyright proprietor’s liability for any claim arising from the use of the musical work exceed the fees stated in the invoice, regardless of the number or type of claims.
10. This License Agreement sets forth the entire agreement and understanding between you and us with respect to the subject matter hereof and supersedes all prior agreements and understandings, if any, whether oral or written pertaining thereto. This License Agreement may not be changed or modified, or any covenant, representation, warranty or provision hereof waived, except by an agreement in writing, signed by the party against whom enforcement of the change, modification or waiver is sought, and not otherwise. This Agreement shall inure to the benefit of and be binding on the parties, their successors and assigns, except that the license issued to you pursuant to this License Agreement is personal to you and you may not assign or transfer this License Agreement or any of the rights granted to you and any such assignment shall be void ab initio.
11. The validity, interpretation and legal effect of this agreement shall be governed by the laws of the state of California applicable to contracts entered into and performed entirely within the state of California. You agree that the state and federal courts located in Orange County, California shall have the exclusive jurisdiction over claims or disputes arising under or otherwise in connection with this agreement, and you hereby submit the jurisdiction of such courts. Notwithstanding the foregoing, we and our assignees, successors and designees may seek injunctive or other equitable relief in any jurisdiction to enforce the terms of this agreement and our rights hereunder.