# Platform License Agreement

By exercising the Licensed Rights (as defined below), You (as defined below) accept and agree to be bound by the terms and conditions of this Platform License Agreement (the "_ **Agreement** _"). You are granted the Licensed Rights in consideration of Your acceptance of these terms and conditions, and the Licensor (as defined below) grants You such rights in consideration of benefits the Licensor receives from making the Licensed Material available under these terms and conditions.

# 1. Definitions

## 1.1 "**Adapted Material**"
means any Beat that is subject to Copyright and Similar Rights that is derived from or based upon the Licensed Material and in which the Licensed Material is translated, altered, arranged, transformed, or otherwise modified in a manner requiring permission under the Copyright and Similar Rights held by the Licensor. For purposes of this Agreement, Adapted Material is always produced where the Licensed Material is synched in timed relation with a moving image.

## 1.2 "**Adapter's License**"
means the license You apply to Your Copyright and Similar Rights in Your contributions to Adapted Material, in accordance with the terms and conditions of this Agreement.

## 1.3 "**Attribution Percentage**"
means a good-faith estimate made by You whenever creating Adapted Material using any Beat within the Platform, with such estimate consisting of one of three possible values (i.e. 25%, 50%, or 75%), in each case denoting the closest Your good-faith estimate of which of the three possible values best approximates the amount of the Adapted Material that was derived directly from a particular instance of Licensed Material.

## 1.4 "**Beat**"
means any musical composition or recording that meets the definition of Licensed Material or Adapted Material.

## 1.5 "**Copyright and Similar Rights**"
means copyright or similar rights closely related to copyright including, without limitation, performance, broadcast, sound recording, streaming, and Sui Generis Database Rights, without regard to how the rights are labeled or categorized.

## 1.6 "**Exceptions and Limitations**"
means fair use, fair dealing, and any other exception or limitation to Copyright and Similar Rights that applies to Your use of the Licensed Material.

## 1.7 "**Licensed Material**"
means any musical work to which the Licensor applies this Agreement.

## 1.8 "**Licensed Rights**"
means the rights granted to You subject to the terms and conditions of this License, which are limited to all Copyright and Similar Rights that apply to Your use of the Licensed Material and that the Licensor has authority to license.

## 1.9 "**Licensor**"
means the individual(s) or entity(ies) granting rights under this Agreement.

## 1.10 "**Platform**"
means the online OurBeats platform, found at **[****URL****]**.

## 1.11 "**Registered User**"
means You or any other party that has entered into another instance of this Platform License Agreement with the Licensor (collectively, the "**Registered Users**").

## 1.12 "**Share**"
means to provide material to the Registered Users by any means or process that requires permission under the Licensed Rights, such as reproduction, public performance, distribution, dissemination, communication, or importation, and to make material available to the Registered Users including in ways that allow the Registered Users to access the material from a place and at a time individually chosen by them.

## 1.13 "**Sui Generis Database Rights**"
means rights other than copyright resulting from Directive 96/9/EC of the European Parliament and of the Council of 11 March 1996 on the legal protection of databases, as amended and/or succeeded, as well as other essentially equivalent rights anywhere in the world.

## 1.14 "**You**"
means the individual or entity exercising the Licensed Rights under this Agreement. "**Your**" has a corresponding meaning.

# 2. Scope

## 2.1 **License grant**
Subject to the terms and conditions of this Agreement, the Licensor hereby grants You a worldwide, royalty-free, non-sublicensable, non-exclusive, irrevocable license to exercise the Licensed Rights in the Licensed Material to:

a) reproduce and Share the Licensed Material, in whole or in part; and

b) produce, reproduce, and Share any Adapted Material.

## 2.2 **Exceptions and Limitations**
For the avoidance of doubt, where Exceptions and Limitations apply to Your use, this Agreement does not apply, and You do not need to comply with its terms and conditions.

## 2.3 **Term**
The term of this Agreement is specified in Section 7.

## 2.4 **Media and formats; technical modifications allowed**
The Licensor authorizes You to exercise the Licensed Rights in all media and formats, whether now known or hereafter created, and to make any technical modifications necessary to do so. The Licensor waives and agrees not to assert any right or authority to forbid You from making any technical modifications necessary to exercise the Licensed Rights. For purposes of this Agreement, simply making modifications authorized by this Section 2.4 never produces Adapted Material.

## 2.5 **Downstream recipients**

a) Offer from the Licensor – Licensed Material
Every Registered User automatically receives an offer from the Licensor to exercise the Licensed Rights under the terms and conditions of this Agreement.

b) Additional offer from the Licensor – Adapted Material
Every Registered User who is a recipient of Adapted Material from You automatically receives an offer from You as Licensor to exercise the Licensed Rights in such Licensed Material under the Adapter's License.

c) No downstream restrictions
You may not offer or impose any additional or different terms or conditions on the Licensed Material if doing so restricts exercise of the Licensed Rights by any recipient of the Licensed Material.

d) No endorsement
Nothing in this Agreement constitutes or may be construed as permission to assert or imply that You are, or that Your use of the Licensed Material is, connected with, or sponsored, endorsed, or granted official status by, the Licensor or others designated to receive attribution as provided in Section 3.1.

## 2.6 **Other rights**

a) Moral Rights
Moral rights, such as the right of integrity, are not licensed under this Agreement, nor are publicity, privacy, or any other similar personality rights; however, to the extent possible, the Licensor waives or agrees not to assert any such rights held by the Licensor to the limited extent necessary to allow You to exercise the Licensed Rights, but not otherwise.

b) Patent and Trademark Rights
Patent and trademark rights are not licensed under this Agreement.

# 3. License Conditions
Your exercise of the Licensed Rights is expressly made subject to the following conditions.

## 3.1 **Attribution**

a) If You Share the Licensed Material (including in modified form), You must:

i) retain the following if it is supplied by the Licensor with the Licensed Material:
1) identification of the creator(s) of the Licensed Material and any others designated to receive attribution, in any reasonable manner requested by the Licensor (including by pseudonym if designated);
2) copyright notice;
3) a notice that refers to this Agreement;
4) a notice that refers to the disclaimer of warranties;
5) a URL or hyperlink to the Licensed Material to the extent reasonably practicable;

ii) indicate whether You modified the Licensed Material so as to created Adapted Material, and retain an indication of any previous modifications, including an Attribution Percentage to be provided when prompted to do so by the Platform; and

iii) indicate that the Licensed Material is licensed under this Agreement, and include the text of, or the URL or hyperlink to, this Agreement.

b) You may satisfy the conditions in Section 3.1 a) in any reasonable manner based on the medium, means, and context in which You Share the Licensed Material. For example, it may be reasonable to satisfy the conditions by providing a URL or hyperlink to a resource that includes the required information.

c) If requested by the Licensor, You must remove any of the information required by Section 3.1a) to the extent reasonably practicable.

d) In addition to the conditions in Section 3.1a), if You Share Adapted Material You produce, the following conditions also apply:

i) The Adapter's License You apply must be this License.
ii) You must include the text of, or the URL or hyperlink to, the Adapter's License You apply. You may satisfy this condition in any reasonable manner based on the medium, means, and context in which You Share Adapted Material.
iii) You may not offer or impose any additional or different terms or conditions on Adapted Material that restrict exercise of the rights granted under the Adapter's License You apply.

# 4. Compensation for Registered Users
Whenever You sell or license a Beat to any person or entity who is not a Registered User and if the Beat in question is Adapted Material, then You acknowledge and agree that any compensation to which You are thereby entitled shall be (i) collected by the Agent (as defined in the Terms of Use to which You have agreed and which can be found at [URL]) and (ii) divided among You and all other Registered Users having contributed to such Beat in accordance with the Attribution EstimatesPercentages provided by You and other Registered Users, as the case may be.

# 5. Sui Generis Database Rights
Where the Licensed Rights include Sui Generis Database Rights that apply to Your use of the Licensed Material:

5.1 for the avoidance of doubt, Section 2.1 grants You the right to extract, reuse, reproduce, and Share all or a substantial portion of the contents of the database;

5.2 if You include all or a substantial portion of the database contents in a database in which You have Sui Generis Database Rights, then the database in which You have Sui Generis Database Rights (but not its individual contents) is Adapted Material, including for purposes of Section 3.1(d); and

5.3 You must comply with the conditions in Section 3.1 if You Share all or a substantial portion of the contents of the database.

For the avoidance of doubt, this Section 4 supplements and does not replace Your obligations under this Agreement where the Licensed Rights include other Copyright and Similar Rights.

# 6 Disclaimer of Warranties and Limitation of Liability

6.1 Unless otherwise separately undertaken by the Licensor, to the extent possible, the Licensor offers the Licensed Material as-is and as-available, and makes no representations or warranties of any kind concerning the Licensed Material, whether express, implied, statutory, or other. This includes, without limitation, warranties of title, merchantability, fitness for a particular purpose, non-infringement, absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not known or discoverable. Where disclaimers of warranties are not allowed in full or in part, this disclaimer may not apply to You.

6.2 To the extent possible, in no event will the Licensor be liable to You on any legal theory (including, without limitation, negligence) or otherwise for any direct, special, indirect, incidental, consequential, punitive, exemplary, or other losses, costs, expenses, or damages arising out of this Agreement or use of the Licensed Material, even if the Licensor has been advised of the possibility of such losses, costs, expenses, or damages. Where a limitation of liability is not allowed in full or in part, this limitation may not apply to You.

6.3 The disclaimer of warranties and limitation of liability provided above shall be interpreted in a manner that, to the extent possible, most closely approximates an absolute disclaimer and waiver of all liability.

# 7. Term and Termination

7.1 This Agreement applies for the term of the Copyright and Similar Rights licensed herein. However, if You fail to comply with this Agreement, then Your rights under this Agreement terminate automatically. For the avoidance of doubt, this Section 7.1 does not affect any right the Licensor may have to seek remedies for Your violations of this Agreement.

7.2 For the avoidance of doubt, the Licensor may also offer the Licensed Material under separate terms or conditions or stop distributing the Licensed Material at any time; however, doing so will not terminate this Agreement.

7.3 Sections1, 6, 7, 8, and 9 shall survive termination of this Agreement.

# 8. Other Terms and Conditions

8.1 The Licensor shall not be bound by any additional or different terms or conditions communicated by You unless expressly agreed.

8.2 Any arrangements, understandings, or agreements regarding the Licensed Material not stated herein are separate from and independent of the terms and conditions of this Agreement.

# 9. Interpretation

9.1 For the avoidance of doubt, this Agreement does not, and shall not be interpreted to, reduce, limit, restrict, or impose conditions on any use of the Licensed Material that could lawfully be made without permission under this Agreement.

9.2 To the extent possible, if any provision of this Agreement is deemed unenforceable, it shall be automatically reformed to the minimum extent necessary to make it enforceable. If the provision cannot be reformed, it shall be severed from this Agreement without affecting the enforceability of the remaining terms and conditions.

9.3 No term or condition of this Agreement will be waived and no failure to comply consented to unless expressly agreed to by the Licensor.

9.4 Nothing in this Agreement constitutes or may be interpreted as a limitation upon, or waiver of, any privileges or immunities that apply to the Licensor or You, including from the legal processes of any jurisdiction or authority.

###### tags: `OurBeat`