Audiodrome Music License Agreement

This License Agreement governs the purchase and licensed use of music obtained from Audiodrome. It explains the permissions granted to the Buyer, the conditions attached to those permissions, and the uses that remain outside the license.

License Agreement

Effective as of the date of purchase

Read these terms and conditions carefully before using the digital assets from Audiodrome. By purchasing or using the digital assets from Audiodrome, you agree to be bound by the terms and conditions of this Agreement. If you do not accept the terms and conditions in this Agreement, do not use or purchase the digital assets from Audiodrome.

BETWEEN:

The “Seller”: Audiodrome LLC
The “Buyer”: [your name]

Ownership and Reservation of Rights

The Digital Assets are the property of the Seller and are copyrighted by law. The Digital Assets shall not be copied, published, or used in any way except as provided for in this Agreement. The Seller reserves the right to use the Digital Assets on the Seller’s website and for the Seller’s own marketing or advertising purposes.

Definitions

Digital Asset(s) means the individual music tracks listed in Appendix A and any accompanying metadata or stems provided by Audiodrome.

Project means any single end product or production created by the Buyer that embeds a Digital Asset in synchronized form, such as a film scene, podcast episode, advertisement, video game level, or presentation slide, in accordance with this License.

Synchronization (“Sync”) Right means the right to fix a musical composition and/or recording to moving or still images.

Master Right means the right to reproduce and distribute the specific sound recording of a musical work.

Mechanical Right means the right to reproduce and distribute a musical composition in audio-only form, including downloads, CDs, and interactive streams.

Public Performance Right means the right to perform the composition publicly, including through broadcast, exhibition, or a live show.

Monetization means revenue earned by the Buyer from platform programs, including in-stream advertisements, partner-program payouts, Shorts, Reels, Stories revenue, tipping, and subscriptions, as well as sponsorships, branded content, and any other lawful income derived from exploitation of the Project.

In consideration of the Seller providing the Digital Assets to the Buyer and the Buyer paying the Purchase Price to the Seller, and other valuable consideration, the receipt and sufficiency of which consideration are acknowledged, the parties agree as follows.

Grant of License

1. Subject to full payment of the purchase price and continued compliance with this Agreement, the Seller grants the Buyer a non-exclusive, worldwide, perpetual license to:

2. Synchronize and use each Digital Asset as embedded within personal, commercial, and client Projects for distribution in any media, including without limitation websites, social platforms, online video, film, podcasts and video podcasts, live streams, applications, software, games, virtual reality, events, exhibitions, installations, and broadcast channels, including television, radio, cinema, OTT, and VOD, all as further described in §10, “Permitted Use.”

Any platform examples in this Agreement are illustrative and do not limit the scope of this grant.

3. Reproduce and distribute the master recording as embedded in the Project.

4. Publicly perform the Project, including the embedded Digital Asset, in any medium listed in §10, “Permitted Use.”

5. Platform Monetization Rights. The Buyer may monetize the Project on online platforms, including without limitation Spotify, Apple Podcasts, Facebook, Instagram, YouTube, TikTok, LinkedIn, websites, and applications.

This permission covers the Digital Asset only as synchronized within the Project and does not authorize standalone audio distribution of the Digital Asset.

6. This License does not convey ownership of any copyright. All rights not expressly granted are reserved by the Seller.

Term

7. The License is effective from the purchase date in perpetuity unless terminated under §27.

Delivery

8. The Seller will deliver download links for the Digital Assets in MP3 and WAV format to the Buyer’s purchase email address immediately after checkout and will ensure that the links remain active for at least thirty days thereafter.

There are no audience-size limits and no caps on platforms or channels.

Permitted Use

9. The Buyer shall use the Digital Assets only in accordance with this Agreement.

10. For the Digital Assets, the Buyer has the following usage rights:

10.1. Commercial or non-commercial video, including advertisements, Shorts, Stories, promotional spots, feature films, series, animation, corporate content, and e-learning.

10.2. Synchronization with video, including advertisements, carousel videos, Reels advertisements, Stories, in-feed video, educational content, and motion graphics for social media content and advertising, in unlimited Projects and through unlimited social media accounts owned or controlled by the Buyer or its clients.

These platforms include, without limitation, Facebook, Instagram, YouTube, TikTok, LinkedIn, X, Pinterest, and Snapchat.

10.3. Monetized Online Use. The Buyer may publish and monetize the Project through any supported platform or service, including Spotify, Apple Podcasts, YouTube, social platforms, and websites, and may participate in advertising-supported or revenue-sharing programs, provided that the Digital Asset remains embedded in the Project and all platform rules are followed.

10.4. Podcasts and other audio-only programs, including introductions, outros, stingers, background beds beneath voice, advertising and sponsor segments, and podcast trailers in audio-only and video-podcast formats, including distribution through podcast platforms such as Spotify and Apple Podcasts.

10.5. Live or recorded streams, including YouTube, Twitch, Facebook, Instagram, and TikTok.

10.6. Television, radio, VOD, cinema, and OTT platforms.

10.7. Applications, software, games, virtual reality, events, fairs, theatrical plays, exhibits, and installations.

10.8. The Buyer may use each licensed Digital Asset in unlimited Projects for the Buyer and for clients, provided that the Digital Asset remains embedded within each Project and is not transferred or sublicensed by the Buyer as a standalone or reusable music asset.

Before delivering a finished Project to a client, the Buyer must contact Audiodrome and request a separate Client-Use License Agreement. Audiodrome will prepare the Client-Use License Agreement and send it to the Buyer for delivery to the client together with the finished Project.

The Client-Use License Agreement is issued by Audiodrome and is not a sublicense granted by the Buyer.

10.9. Subject to the Client-Use License Process in §10.8, the Buyer may create Projects for clients and deliver the finished Project to the client for the client’s own publishing, advertising, and distribution.

The Digital Asset must remain embedded within the finished Project. The client must not receive the raw Digital Asset file or stems as a standalone or reusable music asset, and neither the Buyer nor the client may claim ownership of the Digital Asset.

Client delivery does not transfer ownership of the Digital Asset and does not permit its resale, sublicensing, redistribution, extraction, or use as a standalone music product.

10.10. Business Phone System Use. The Buyer may use the Digital Asset as embedded background music within business telephone, VoIP, PBX, call-center, and customer-support phone systems.

This includes music on hold, hold queues, IVR menus, voicemail greetings, after-hours phone messages, transfer messages, and similar caller-facing phone experiences for the Buyer or the Buyer’s clients.

The Digital Asset must remain embedded in the phone-system message or call-flow experience and must not be made available as a standalone music file, template, library, downloadable asset, or reusable music-on-hold product.

Synchronization and Master Rights

11. This License includes the necessary synchronization and master rights for every use authorized in §10. The Buyer does not need to request additional permission from Audiodrome to:

11.1. Edit, loop, fade, or otherwise adapt the recording within a Project.

11.2. Export the Project to any allowed distribution channel.

12. The Buyer may not distribute, sell, or share the raw, isolated Digital Asset as a standalone music file.

Physical Distribution

13. The Buyer may manufacture physical copies of the Project, including DVDs, Blu-ray discs, and USB kits, that embed the Digital Asset, provided that:

13.1. The Digital Asset remains inseparable from the Project.

13.2. The physical product is marketed as the Buyer’s Project, including a film, course, or vlog compilation, rather than as a music album or soundtrack-only release.

14. Placing the unaltered track or an audio compilation that allows extraction on a CD, vinyl record, cassette, or any digital service provider, including Spotify or Apple Music, is strictly prohibited without a separate written agreement.

Revenue and Monetization (No Revenue Participation)

15(a). No Revenue Share by Audiodrome. Audiodrome does not participate in, share, recoup, or claim any portion of the Buyer’s monetization or advertising revenue that arises from lawful use of the Digital Asset as licensed within the Project.

15(b). Platform Policies. The Buyer’s eligibility for monetization remains subject to the applicable platform’s policies and any third-party claims unrelated to Audiodrome.

Audiodrome cannot control platform decisions or revenue allocations required by platform rules.

15(c). Claims Handling. Audiodrome will not knowingly assert claims that divert the Buyer’s revenue when the Digital Asset is used in compliance with this Agreement.

After receiving reasonable proof of license from the Buyer, Audiodrome will take commercially reasonable steps to release any mistakenly applied claims.

Restrictions on Use

16. The Buyer is not allowed to:

16.1. Sell, transfer, sublicense, share, give away, or otherwise assign the Digital Assets or the rights granted under this Agreement to another party.

16.2. Resell the Digital Asset by itself or as part of a package, except solely as embodied within the Buyer’s Project.

16.3. Resell the Digital Asset, or otherwise make it available, in a manner that enables a third party to download the Digital Asset as a separate file.

16.4. Resell the Digital Asset, or otherwise make it available, as part of a competing product, including a music compilation or music library.

16.5. Sell the Digital Asset, or otherwise make it available, as or as part of the Buyer’s music or song, even when it has been transformed or edited or when other instruments or vocals have been added.

16.6. Claim to be the creator or copyright holder of the Digital Asset or any derivative work created from the Digital Asset.

16.7. Distribute the Digital Asset through physical media such as CDs, DVDs, vinyl records, cassettes, or USB drives as a standalone music product or in a manner that allows easy extraction of the track.

Physical media containing only the Project and not allowing extraction of the Digital Asset are permitted under §13.

16.8. Sell, license, distribute, or otherwise make the Digital Asset itself available for resale to third parties as stock music, a music-library product, or a similar standalone music offering unless the Seller provides prior written consent.

Nothing in this section restricts the Buyer’s rights under §§10.8 and 10.9 to create and deliver finished Projects for clients, provided that the Digital Asset remains embedded within the Project and is not marketed, licensed, distributed, shared, or made available as standalone audio or a reusable music asset.

16.9. Use the content to create logos, trademarks, or service marks.

16.10. Use the content in pornographic, illegal, or defamatory contexts. Examples include adult entertainment, promoting tobacco products, or portraying individuals negatively or unlawfully.

16.11. Nothing in §16 prohibits the Buyer from monetizing a Project as permitted under §§5, 10.3, and 15, provided that the Digital Asset remains embedded within the Project, the Project complies with this Agreement, and the Digital Asset is not offered, distributed, or made available as standalone audio.

16.12. The License allows the Buyer to use the content for commercial and client Projects but does not grant ownership or rights to create derivative works beyond what is allowed under this Agreement.

The Buyer may modify the content, including editing it, synchronizing it with video, or adding effects. The Buyer may not create new compositions or sell derivative works based on the original content.

16.13. Music-Only Playback Excluded. Except for Business Phone System Use expressly permitted under §10.10, this License does not authorize use of a Digital Asset as standalone or music-only playback where the Digital Asset is the primary content.

This includes in-store playlists, fitness-class playback, and music-only streaming channels unless the Seller provides prior written permission.

Mechanical License Responsibilities

17. This Business License grants the Buyer the right to embed the Digital Asset in podcast episodes, audiobooks, and other audio-only programs and to make those programs available for download, offline listening, or streaming, provided that the Digital Asset remains embedded in the Project and is not distributed as a standalone music file.

18. To the fullest extent that the Seller controls or administers the relevant rights in the underlying musical compositions, this Business License includes the mechanical rights needed for such uses.

The Buyer is not required to obtain separate mechanical licenses from third-party agencies solely to distribute Projects that use the Digital Asset as permitted under this Agreement.

For clarity, the Seller controls the master and underlying composition rights for the Digital Assets listed in Appendix A.

19. Where digital services, collecting societies, or other intermediaries pay mechanical royalties directly to the Seller, publishers, or other rights holders, those payments are handled between those parties and do not create additional reporting or payment obligations for the Buyer.

When applicable law in a particular territory requires the Buyer or its distributor to obtain a separate mechanical license, the Buyer agrees to comply with that requirement.

20. When the Digital Asset remains embedded solely in a visual or interactive multimedia work and is never offered to the public as an audio-only file, the Buyer does not need a separate mechanical license for the Digital Asset.

Public Performance

21. Some venues, broadcasters, and web platforms may require public-performance licenses from Performing Rights Organizations.

While this License grants the Buyer the right to perform the Project publicly, it does not exempt venues or broadcasters from their blanket-licensing obligations.

Responsibility for applicable PRO payments rests with the party publicly performing or broadcasting the Project.

For typical online podcast distribution through major platforms, public-performance royalties for musical compositions are generally handled by those platforms or their PRO partners rather than directly by the Buyer.

Warranties

22. The Seller warrants that the Seller is entitled to grant the use of the Digital Assets described in this Agreement and that this Agreement does not infringe the rights of third parties.

23. The Digital Asset is provided “as is” to the Buyer. The Seller and its officers, employees, agents, and suppliers do not provide any warranty, express or implied, concerning the Digital Assets.

Liability and Indemnity

24. Except as provided in §25, the Seller will not be liable for any third-party claims, losses, damages, liabilities, penalties, punitive damages, expenses, legal fees, or costs of any kind or amount resulting from the Buyer’s use of the Digital Assets.

25. Seller Indemnity for Infringement by Digital Assets. Provided that the Buyer uses the Digital Asset in accordance with this Agreement and does not combine it with unlicensed content, the Seller will defend and indemnify the Buyer against third-party claims that the Digital Asset, in its original form as supplied by the Seller, infringes copyright.

The aggregate indemnity is limited to USD $10,000 in direct damages and reasonable legal fees.

This indemnity does not apply to claims arising from the Buyer’s modifications, combinations with other content, or uses outside the scope of this Agreement.

26. The Buyer agrees to defend, indemnify, and hold harmless the Seller and its officers, employees, agents, and suppliers against claims, losses, damages, liabilities, penalties, punitive damages, expenses, legal fees, or costs arising from the Buyer’s unauthorized use of the Digital Assets or the Buyer’s breach of this Agreement.

Expiry or Termination

27. This Agreement has no expiry date. The Buyer may use the Digital Assets for an unlimited time.

The Seller reserves the right to revoke the license and terminate this Agreement immediately when the Buyer breaches any of its terms, including through unauthorized use or redistribution of the Digital Assets.

28. The Seller reserves the right to discontinue the license, terminate the Agreement immediately, and commence legal proceedings when copyright infringement results from the Buyer’s unauthorized use of the Digital Assets.

29. Upon termination of this Agreement, the Buyer shall discontinue using the Digital Assets and destroy all copies and archives of the Digital Assets.

Intellectual Property Rights

30. The Seller retains all intellectual property rights in the Digital Assets.

Nothing in this Agreement transfers, assigns, or otherwise grants another party any right or interest in the Seller’s intellectual property rights concerning the Digital Assets.

31. Use under conditions not specifically allowed by this Agreement may constitute a violation of federal copyright law or international copyright agreements.

32. The Buyer shall not falsely represent that the Buyer is the original creator of the Digital Assets.

Export Laws

33. To purchase a license for the Digital Assets, the Buyer must comply with applicable export laws.

34. The Buyer shall not ship, transfer, or export the Digital Assets to any country in a manner prohibited by United States law or use them in a manner prohibited by United States law.

Severability

35. When a provision of this Agreement conflicts with applicable law, the applicable law will prevail, and the affected provision will be amended or deleted as necessary to comply with that law.

Any provisions required by applicable law are incorporated into this Agreement.

36. When a term or provision of this Agreement is determined to be invalid or unenforceable by a court with competent jurisdiction, the remainder of the Agreement will not be affected. Each unaffected term and provision will remain in full force and effect.

Governing Law

37. This Agreement will be governed and construed in accordance with the laws of the State of Wyoming, USA, without regard to conflict-of-laws principles.

The Buyer agrees to submit to the jurisdiction of the courts of Wyoming to bring an action for enforcement of this Agreement.

The Seller reserves the right to commence legal action to obtain injunctive relief in any court with competent jurisdiction.

Assignment

38. The Buyer may not assign or transfer this Agreement or any rights granted under it without the Seller’s prior written consent. Any attempted assignment or delegation without that consent will be void.

39. This Agreement will benefit and bind the Seller and Buyer and their respective successors and permitted assigns.

Agreement of the Parties

40. This Agreement constitutes the entire agreement between the Seller and Buyer concerning its subject matter. There are no additional terms or provisions, oral or otherwise.

After purchasing the license, the Buyer will receive a digitally signed copy of this Agreement through email confirmation. The Buyer may use that copy to respond to copyright-related disputes or claims involving third-party platforms.

41. The provisions in this Agreement cannot be changed except through signed and delivered written consent from both Parties.

General Provisions

42. Headings are included for convenience only and shall not be considered when interpreting this Agreement.

Words in the singular include the plural and vice versa. Words in the masculine include the feminine and vice versa.

43. Except where otherwise stated in this Agreement, all terms used in this Agreement will have the same definition as under the Uniform Commercial Code in effect in the State of Wyoming on the purchase date.

Corporate and Client Use

44. This License already permits the uses listed in §10, including broadcast and advertising, provided that the Digital Asset remains embedded in a Project.

When the Buyer is planning a large campaign or requires paperwork support for broadcaster or platform clearance workflows, the Buyer may contact Audiodrome for assistance.

The Parties have executed this Digital Assets License on the date of purchase.

Audiodrome LLC
30 N Gould St Ste N
Sheridan, WY 82801, USA

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