Licensing Agreement for Music & Sound Effects Asset Packs

Version 02 - Last updated: 18/12/2023

THIS IS AN AGREEMENT BETWEEN:

Yourself (Licensee)

AND

Regi Ashman Music

ABN: 81 207 267 044

Australian Business Number

www.vgmassets.com

vgmassets@gmail.com

(Composer)

RECITALS

A. The Licensee has downloaded, purchased, or intends to purchase, music and sound effects asset pack from vgmassets.com for use in interactive media and audio visual projects (Projects).

B. The Composer is the creator and owner of copyright in the musical works and accompanying lyrics specified in the schedule (Music), as well as sound recordings specified in the schedule (Sound Effects).

C. The Licensee wishes to use the Music and Sound Effects in their Projects.

D. By purchasing a music and/or sound effects asset pack from vgmassets.com or clicking “I agree” or otherwise signifying your acceptance of this agreement or by downloading or using any Music or Sound Effects the Licensee agrees to be bound by all of the terms and conditions of this agreement .

THE PARTIES AGREE AS FOLLOWS:

  1. Licence for Music

    1. Subject to receipt of payment under clause 4, the Composer grants the Licensee an irrevocable non-exclusive licence to use all or any part of Music with or without the lyrics as contained in the sound recording specified in the schedule ( Master) in the soundtrack of any number of video game or online video projects they are involved in the creation of ( Projects), on the terms of this agreement.

    2. The licence granted in clause 1.1 permits the Licensee to reproduce the Music and the Master:

      1. for the sole purpose of synchronising and publicly performing the Music and the Master in the soundtrack of the Projects and in all advertising such as trailers for the Projects;

      2. throughout the world (Territory);

      3. in all media now known or yet to be invented;

      4. for the following period:

        1. for the Music, the full period of copyright in the Music including all renewals, revivals and extensions; and

        2. for the Master, the full period of copyright in the Master including all renewals, revivals and extensions.

    3. The license granted in clause 1.1 does not permit the Licensee to synchronise the Music contained on the Master to films or television shows, apart from in situations mentioned in clauses 1.2 and 1.8

    4. The licence granted by this agreement is subject to any rights vested in the Australasian Performing Right Association ABN 42 000 016 099 (APRA) and affiliated associations.

    5. The Licensee is prohibited from using the Music and Master in the following ways:

      1. Training machine learning or artificial intelligence (A.I.) models;

      2. modifying the Music or the Master with the intent to claim authorship; and

      3. selling the Music and Master separate from their inclusion in the relevant Projectsas mentioned in clause 1.1.

    6. All rights in the Music and the Master not expressly granted to the Licensee under this agreement remain with the Composer, including but not limited to the right to incorporate the Music and the Master in a soundtrack album and, subject to clause 3, the right to make changes to the Music or use any part of the lyrics or title of the Music as the title or subtitle of the Projects.

    7. The Licensee is not obliged to use the Music or the Master in the Projects.

    8. The Licensee may sub-licence the rights granted in this licence for the purpose of exploiting and showing the Projects.

  2. Licence for Sound Effects

    1. The Composer grants the Licensee an irrevocable non-exclusive licence to use all or any part of Sound Effects sound recordings specified in the schedule (List of Sound Effects) in the soundtrack of any number of audio or visual Projects the Licensee is involved with; including, but not limited to games, interactive projects, film, television shows and online videos, on the terms of this agreement.

    2. The licence granted in clause 2.1 permits the Licensee to reproduce the Sound Effects:

      1. for the sole purpose of synchronising and publicly performing the Sound Effects in the soundtrack of audio or visual Projects they are involved with and in all advertising such as trailers for said Projects;

      2. throughout the world (Territory);

      3. in all media now known or yet to be invented;

      4. for the full period of copyright in the Sound Effects including all renewals, revivals and extensions.

    3. The license granted in clause 2.1 permits the Licensee to re-record, edit, remix and create derivative works with the Sound Effects for use within Projects related to clause 2.2.

    4. The Licensee is prohibited from using the Sound Effects in the following ways:

      1. training machine learning or artificial intelligence (A.I.) models;

      2. modifying the Sound Effects with the intent to claim authorship; and

      3. selling the Sound Effects separate from their inclusion in the relevant Projects as mentioned in clause 2.1

    5. All rights in the Sound Effects not expressly granted to the Licensee under this agreement remain with the Composer.

    6. The Licensee is not obliged to use the Sound Effects in any of the Projects.

    7. The Licensee may sub-licence the rights granted in this licence for the purpose of exploiting and showing the Projects in which the Sound Effects are included.

  3. Composer’s Credit and Moral Rights

    1. The Licensee must use their best efforts to ensure that the Composer is given a credit in all closing titles of the Projects, and on all reproductions of the Master and Sound Effects as follows:

      1. Combined Music and Sound Effects usage:

        "Music and Sound Effects provided by vgmassets.com"

        OR

        “Additional Music and Sound Effects provided by vgmassets.com”

      2. Only Music usage:
        "Music provided by vgmassets.com"

        OR

        “Additional Music provided by vgmassets.com”

      3. Only Sound Effects usage:

        "Sound Effects provided by vgmassets.com"

        OR

        “Additional Sound Effects provided by vgmassets.com”

    2. The Licensee must use the Licensee’s best efforts to ensure that one of the provided “vgmassets.com” Logo as seen in the Schedule is included in the end credits of the Projects.

    3. The Licensee must use the Licensee’s best efforts to ensure that all other relevant entities selling or promoting the Projects credit the Composer as provided under clause 3.1.

    4. A failure to credit the Composer under this clause is not a breach of this agreement if the failure is not due to the Licensee’s fault or negligence. The Composer consents to the non-observance of the Composer’s moral rights regarding attribution of authorship to the extent of that failure.

    5. Subject to reasonableness and industry practice, the Composer consents to any material alteration to the Music on the Master and Sound Effects or any reproduction of the Music on the Master and Sound Effects resulting from any of the following acts done to the Projects in the Territory:

      1. incorporating advertisements into the Projects;

      2. meeting legal requirements, including retailer requirements or classification requirements;

      3. ensuring that the Projects meets any other legal requirements or avoiding a breach of any legal requirement;

      4. making foreign language versions by way of dubbing or subtitling the Projects; and

      5. using excerpts of the Projects to promote the Projects, including but not limited to by way of trailers, teasers and advertisements.

    6. The consents given by the Composer in clause 3.1 and 3.2 are for the benefit of the Licensee and the Licensee’s licensees and assignees only.

  4. Payment

    1. The Licensee must have payed the Composer through the purchase of the music and/or sound effects asset pack on the vgmassets.com online store or itch.io in order to receive delivery of the Master and Sound Effects and licenses, as outlined in clauses 1.1 and 2.1, in order to use the Music, Master and Sound Effects. (Fee)

    2. The Composer acknowledges that the Fee is the only amount payable to the Composer by the Licensee under this agreement.

  5. Goods and Services Tax (GST)

    1. Any payable GST will be included in the listed price of the music / sound effect asset pack on the vgmassets.com website.

  6. Name, likeness, voice and biography

    1. The Licensee must obtain the Composer’s written consent for any use of the Composer’s name, approved likeness, voice and approved biography for any purpose not expressly permitted by this agreement.

  7. Composer's representations, warranties and indemnity

    1. The Composer represents and warrants that:

      1. the Music and Sound Effects are the Composer’s sole, original work;

      2. the Composer either owns all copyright in the Music, the Master and Sound Effects or otherwise has the right to grant the rights granted to the Licensee under this agreement;

      3. neither the Music, Master or Sound Effects infringes the rights (including but not limited to the copyright or moral rights or performers’ rights) of any person or organisation, and does not contravene any applicable law.

      4. the Composer has obtained all appropriate releases from all third parties to enable the Licensee to exercise the rights granted under this agreement.

    2. The Composer will unconditionally indemnify and keep indemnified the Licensee against all losses, liabilities, costs and expenses (including reasonable legal expenses as between solicitor and client) that the Licensee incurs as a result of or in relation to a breach of any of the Composer’s representations or warranties under clause 7.1.

  8. Licensee’s and Composer’s other obligations

    1. At the Licensee’s request, the Composer will provide, at the Composer’s cost, copies of all performers’ and others releases relating to the Music, the Master or both.

  9. Termination and remedies

    1. The Composer may terminate this agreement immediately by written notice to the Licensee if the Licensee is more than 7 calendar days late in paying the Composer under clause 4.1 and does not remedy that breach within 7 calendar days of the Composer’s written notice of the breach.

    2. Apart from the scenario described in clause 9.1, if the Licensee has breached the terms of the agreement the Composer may terminate this agreement after 14 days of having provided written notice and the Licensee has failed to respond.

    3. The Licensee may terminate this agreement immediately by written notice to the Composer if the Composer fails to deliver the Music, Master and Sound Effects to the Licensee under this agreement and does not remedy the breach within 7 calendar days of the Licensee’s written notice of the breach.

    4. If this agreement is terminated under clause 9.1, the Licensee will lose all rights granted to the Licensee under this agreement and the Licensee must pay the Composer all amounts due to the Composer under this agreement up to the date of termination.

    5. If the agreement is terminated under clause 9.2, the Licensee will lose all rights granted to the Licensee under this agreement. A refund may be provided at the Composer’s discretion.

    6. Except where the agreement is terminated under clause 9.1, the Composer cannot seek injunctive relief and is only entitled to damages if the Licensee is in breach of this agreement.

    7.  If a refund is requested by the Licensee it will be granted at the Composer’s discretion. If a refund is granted the agreement will be terminated immediately upon completion of the refund and the Licensee will lose all rights granted to the Licensee under this agreement.

    8. If this agreement is terminated under clause 9.7, the Licensee will be required to destroy all copies of the Master and Sound Effects that they’ve received.

  10. Disputes

    1. If a dispute or disagreement (Dispute) arises between the parties in connection with this agreement:

      1. one party must notify the other party in writing about the Dispute ( Notice of Dispute); and

      2. neither party may start any litigation or arbitration in relation to the Dispute until the parties have complied with this clause.

    2. The parties should meet within 14 calendar days after receipt of the Notice of Dispute and hold good faith discussions to attempt to resolve the Dispute.

    3. If the Dispute is not resolved within 28 calendar days after receipt of the Notice of Dispute, the parties agree to submit the Dispute to mediation according to the Arts Law Centre Mediation guidelines current at that time (Guidelines). These Guidelines are part of this agreement.

    4. If the parties are not able to agree to a mediator, the Arts Law Centre must appoint a mediator.

    5. The parties must continue to perform their respective obligations under this agreement despite the existence of a Dispute.

    6. Nothing in this clause 10 will impact on either party’s rights to terminate under clause 9 of this agreement.

  11. General provisions

    1. The parties acknowledge that the Composer is an independent contractor and that nothing in this agreement creates any relationship of agency, partnership, joint venturers or employment between the parties.

    2. A notice required to be given under this agreement may be delivered by hand, or sent by pre-paid post, fax or e-mail to the address of the party indicated at the top of this agreement. Notices are taken to have been served when received, or within 2 business days of having been sent, whichever occurs first.

    3. Subject to clause 1.2, neither party may assign, subcontract, novate or otherwise divest this agreement or any of the rights or obligations under this agreement without the other party’s prior written consent. This consent must not be unreasonably withheld.

    4. Subject to clause 11.6, this agreement is the entire agreement between the parties regarding its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this agreement and has no further effect.

    5. Nothing in this agreement transfers or excludes any applicable cultural rights in favour of Australian Indigenous people that may be implemented under Australian law.

    6. This agreement may only be modified by a written amendment signed by the parties.

    7. Invalidity of any clause of this agreement will not affect the validity of any other clause except to the extent made necessary by the invalidity.

    8. This agreement is governed by the law in force in South Australia. The parties submit to the jurisdiction of the courts of that State and any court competent to hear appeals from those courts.

SCHEDULE INCLUDED AS A SEPARATE DOCUMENT WITH PROVIDED ASSET PACK