Commercial License

Section 1: Definitions

Licensed Materials means the digital products available for license from We Make Dance Music, including but not limited to music production templates, stem files, acapella cover files, instrumental cover files, stock music tracks, source files, project files, and audio files made available through the Licensor's website.

Licensee means the single individual or legal entity that has purchased and been granted this license. Each license covers one (1) Licensee only.

Licensor means We Make Dance Music, the owner and operator of the website through which the Licensed Materials are sold.

End Product means a finished work that incorporates the Licensed Materials in a transformed, derivative, or otherwise integrated manner, such that the Licensed Materials are not independently extractable in their original form as a primary component.

Source Files means the original project files, stem files, MIDI data, patch files, session files, and any other raw or editable components included with the Licensed Materials.

One Region means a single country or a defined geographic territory as agreed upon at the time of purchase. Where no specific region is designated, One Region defaults to the country of the Licensee's primary business or residence. Use beyond that single region requires a Broadcast License.

Section 2: Grant of License

Subject to the terms and conditions of this Agreement, the Licensor grants to the Licensee a non-exclusive, non-transferable, revocable, worldwide license (subject to regional restrictions noted herein) to use the Licensed Materials solely as permitted under Section 3 of this Agreement.

This license is granted to a single Licensee only. Where multiple individuals or entities require use of the same Licensed Materials, each must obtain a separate license. Teams, companies, or other multi-user arrangements do not qualify under a single license.

Section 3: Permitted Uses (Commercial, 1 Region)

Under the Commercial License, the Licensee may use the Licensed Materials for the following purposes:

• (a) Own Music Productions: Incorporating the Licensed Materials into original music compositions, including commercially released tracks, provided the Licensed Materials have been substantially transformed and are not independently extractable as a primary component.
• (b) Videos & Social Media: Creating and distributing video content for commercial or non-commercial purposes, including brand-sponsored content, monetized YouTube channels, and commercial social media campaigns.
• (c) Free & Paid Games/Applications (1 Region): Incorporating the Licensed Materials into games or software applications distributed within one (1) designated region, whether at no cost or for a fee.
• (d) Streaming & Podcast: Using the Licensed Materials in commercial streaming releases, monetized podcast episodes, or platform-licensed audio content within one (1) region.
• (e) Live Events: Using the Licensed Materials in live performances, concerts, DJ sets, or other ticketed events, provided the total attendance per individual event does not exceed five hundred (500) people.
• (f) In-Store Background Music: Using the Licensed Materials as background music in physical retail, hospitality, or commercial premises within one (1) region.
• (g) Commercial Radio (1 Region): Licensing the End Product for broadcast on commercial radio stations within one (1) designated region.
• (h) Video Synchronization (1 Region): Synchronizing the Licensed Materials with visual media for commercial distribution within one (1) designated region, including advertisements, film trailers, and web commercials.
• (i) Record Label Releases (1 Region): Releasing End Products through a record label or music distributor for commercial sale or streaming within one (1) designated region.
• (j) Motion Picture Soundtrack (1 Region): Including the Licensed Materials in a motion picture, television program, or equivalent long-form visual production for commercial distribution within one (1) designated region.
• (k) Educational Distribution: Distributing End Products as part of an educational curriculum or course to a maximum of ten (10) students per license.
• (l) Corporate Video & Product Promotion: Using the Licensed Materials in corporate presentations, internal communications, product demonstration videos, and similar business communications.
• (m) Multiple End Products: Creating multiple distinct End Products using the Licensed Materials, provided all such End Products are created by the same Licensee within the License Term as defined in Section 5.

Section 4: Restrictions

The Licensee SHALL NOT:

• (a) Resell, redistribute, sub-license, lease, rent, loan, gift, or otherwise transfer the Licensed Materials or any rights under this Agreement to any third party.
• (b) Upload, post, or distribute the Licensed Materials via file-sharing services, torrents, download portals, cloud-sharing platforms, or any other means that enables third-party access to the original Licensed Materials.
• (c) Use the Licensed Materials to create derivative sample packs, preset libraries, sound banks, loop libraries, template packs, or any other product that competes with or serves as a substitute for the original Licensed Materials.
• (d) Share the Source Files with any other individual or entity. Source Files are for the personal use of the Licensee only and must not be shared, distributed, or made accessible to third parties under any circumstances.
• (e) Register, claim ownership over, or assert any copyright, Content ID claim, performance rights organization (PRO) registration, or any other intellectual property claim over the Licensed Materials, any derivative thereof, or any End Product in a manner that would restrict the Licensor's rights or the rights of other licensees.
• (f) Use the Licensed Materials in any manner that competes with, diminishes the market for, or acts as a replacement for the original Licensed Materials.
• (g) Exceed the regional limitations of this license. Any commercial use of the Licensed Materials beyond the single designated region requires the Licensee to obtain a Broadcast License. Use in additional regions without the appropriate license constitutes a material breach of this Agreement.
• (h) Exceed the live event attendance cap of five hundred (500) persons per event. Events anticipated to exceed this threshold require the Licensee to obtain a Broadcast License prior to the event.

Section 5: License Term and Creation Window

The Licensee is granted a one (1) year creation window from the date of purchase, during which new End Products incorporating the Licensed Materials may be created. After this one-year creation window expires, the Licensee may not create new End Products using the Licensed Materials without re-purchasing the license.

End Products that have been completed and distributed during the creation window are licensed in perpetuity. The Licensee may continue to use, distribute, and commercially exploit (within the permitted scope of this license) any End Products that were completed during the active license term, indefinitely.

Section 6: Termination

This Agreement and the license granted hereunder shall automatically terminate upon any breach by the Licensee of any term or condition of this Agreement. Upon termination, the Licensee must immediately cease all use of the Licensed Materials and destroy all copies of the Licensed Materials and Source Files in their possession. Termination does not entitle the Licensee to any refund of the license fee paid.

Section 7: No Warranty

THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE LICENSOR DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET THE LICENSEE'S REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR-FREE.

Section 8: Limitation of Liability and Indemnification

IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE LICENSED MATERIALS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE LICENSOR'S TOTAL AGGREGATE LIABILITY TO THE LICENSEE FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL LICENSE FEE PAID BY THE LICENSEE FOR THE SPECIFIC LICENSED MATERIALS GIVING RISE TO THE CLAIM.

The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to the Licensee's use of the Licensed Materials, any breach of this Agreement, or any End Products created by the Licensee.

Section 9: Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of laws principles. The Licensee hereby submits to the exclusive jurisdiction of the courts of Ontario, Canada for the resolution of any disputes arising under or related to this Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The Licensor reserves the right to modify the terms of this license for future purchases; such modifications shall not affect existing purchases.