BeatsColossal for Producers
LICENSE AGREEMENT
Exhibit 1 to Buyer/Artist Terms
COLOSSAL CONTENT LICENCE AGREEMENT  
These licence terms (“Content Licence” or “agreement”) apply to the licensing of a Beat from the Colossal Platform.  By entering into a Transaction with Colossal, and/or clicking “Accept”, “Agree”, “Confirm” or other similar button or process during a purchase/transaction process, you agree that you are bound by the terms of this Content Licence in relation to the Beat/Producer Content that you have selected. 
Please read the terms of this Content Licence carefully as they set out your rights and obligations and define a legally binding contract under which we make the relevant Beat/Colossal Content available to you. 
PLEASE NOTE IN PARTICULAR THE RESTRICTIONS IN CLAUSE 5, THE INDEMENITY IN CLAUSE 6, AND THE LIMITATIONS OF LIABILITY IN CLAUSE 7.
Please also review the main Terms of Service which apply to your overall relationship with Colossal and use of the Colossal Platform, and which contain other definitions, and provisions relevant to the transactions/payment that relate to this Content Licence. We may update this Content Licence from time to time. You should regularly check this page to see if any changes have been made as such updates will automatically apply to every Beat you license from time to time.
1. Definitions
Any Media:  any and all media and distribution methods now known or hereafter invented, including but not limited to online, social, TV, film, advertising, games, entertainment, linear, on demand, OTT, streaming, download, free, organic and/or paid media.
Beat: the single item of recorded sound (beat, track, stem, music, sound effect or otherwise) selected by you for license from Colossal (including, as applicable, the musical composition embodied therein). This is also known as “Producer Content in the main Terms of Service. The definition of Beat also incudes any derivative edit you create of the Beat itself.
Licence Fee: the relevant fee for the Beat as detailed or otherwise allocated at the point of Transaction. 
Single Production: a single and unique music, media or other entertainment/creative work into which a Beat is incorporated, where the Beat is not a substantial or the majority part or the essential element of the production, subject to the restrictions in clause 5, and not including any remixes, instrumentals or other version of the production (which would be deemed to be a new work/production).
Transaction: means the payment action entered into by you with Colossal to acquire the rights to use the Beat under the terms of this Content Licence.
Unlimited Distribution: use and distribution across any platform in any territory, for any commercial or non-commercial purposes, subject at all times being incorporated in a Single Production, and subject to the restrictions in clause 5. 
2. Non-Exclusive Licences
If you select a Non-Exclusive Licence, and subject to entering into and completion of a Transaction, receipt of the Licence Fee and compliance with the terms of this Content Licence, Colossal grants you a non-exclusive, non-transferable, royalty free, worldwide, right and licence, to download the Beat, and incorporate/edit the Beat into a Single Production.  The use within the Single Production may be in Any Media, and the Single Production may be distributed via Unlimited Distribution. 
As it is non-exclusive, Colossal reserves the right to license the Beat any number of other times to other licensees for the same or different uses.  
In the event that you wish to use the Beat again in another production (including any remixes, instrumentals or other versions of the original production) you must enter into a further Content Licence for the further production. 
3. Exclusive Licences
If you select an Exclusive Licence, and subject to entering into and completion of a Transaction, receipt of the Licence Fee and compliance with the terms of this Content Licence, Colossal grants you an exclusive, non-transferable, royalty free, worldwide, right and licence, to download the Beat, and incorporate/edit the Beat into a Single Production. The use within the Single Production may be in Any Media, and the Single Production may be distributed via Unlimited Distribution. 
As it is exclusive, only you will have the right to use the Beat and once an Exclusive Licence has been purchased, Colossal will not license the Beat to any other licensees.  
Exclusive Licences are still for a Single Production, so in the event that you wish to use the Beat again in another production you must enter into a further Content Licence for the further production.
4. Transactions, Licence Fees and Taxes
As a condition of the activation of the Content Licence, you must first enter into and complete a Transaction and pay Colossal the relevant Licence Fee for the Beat as detailed or allocated at the point of Transaction. All sums payable to Colossal in  relation to a Licence Fees are exclusive of VAT or other applicable sales tax which will be payable in addition to the sum in question at the rate and in the manner prevailing at the relevant tax point.
In the event that the Transaction is not successfully completed, is reversed or cancelled,  or the Licence Fees are otherwise not received or are refunded, the Content Licence will be automatically and immediately terminated and deemed null and void.
All Content Licences are royalty free meaning that there are no further fees or royalties to pay however you use the final production that incorporates the Beat.
5. Reservation of Rights and Restrictions on Use – applicable to all types of licence
Please note that, even under an Exclusive License, you only have a license to use the Beat in a Single Production, you do not own the Beat (or any derivative edit of the Beat itself) and  you cannot use it independently outside of the Single Production.  
As such Colossal and/or its relevant licensor are and remain the owner of the Beat (and any derivative edit of the Beat itself) including all intellectual property and other rights, title and interest in the Beat, including without limitation all copyright therein. Except as expressly stated in this Content Licence, this agreement does not grant you any other rights to the Beat and all rights not expressly granted herein are reserved to Colossal and/or its relevant licensor.
You do of course own the production you create using the Beat, and the restrictions below do not apply to the Single Production that incorporates the Beat.
NOTWITHSTANDING THE ABOVE, AND IN ANY EVENT, IN RELATION TO THE BEAT, YOU MAY NOT:
  • SELL, TRANSFER, SUBLICENSE, SHARE, GIVE AWAY OR OTHERWISE ASSIGN THE BEATS (IN WHOLE OR IN PART), OR YOUR RIGHTS GRANTED HEREUNDER, TO ANY OTHER PARTY;
  • RESELL THE BEAT (IN WHOLE OR IN PART) BY ITSELF OR AS PART OF A PACKAGE, EXCEPT SOLELY AS INCORPORATED WITHIN YOUR SINGLE PRODUCTION;
  • MAKE AVAILABLE THE BEAT (IN WHOLE OR IN PART), OR THE SINGLE PRODUCTION, IN ANY MANNER THAT WOULD ENABLE A THIRD PARTY TO DOWNLOAD OR EXTRACT OR USE THE BEAT (IN WHOLE OR IN PART) AS A SEPARATE FILE OR WORK;
  • ALLOW OR ENABLE ANY THIRD PARTY TO EDIT THE SINGLE PRODUCTION TO USE THE BEAT (IN WHOLE OR IN PART) INDEPENDENTLY OF THE SINGLE PRODUCTION;
  • INCORPORATE THE BEAT IN A SINGLE PRODUCTION WHERE THE BEAT IS A SUBSTANTIAL OR THE MAJORITY PART OR THE ESSENTIAL ELEMENT OF THE PRODUCTION; 
  • INCORPORATE OR REUSE THE BEAT IN ANY REMIXES, INSTRUMENTALS OR OTHER VERSIONS OF THE ORIGINAL SINGLE PRODUCTION (WITHOUT ENTERING INTO A FURTHER CONTENT LICENCE FOR THE FURTHER PRODUCTION);
  • CLAIM TO BE THE CREATOR OR COPYRIGHT HOLDER OF THE BEAT OR OF ANY DERIVATIVE WORK EDITED FROM THE BEAT ITSELF;
  • CLAIM OWNERSHIP OF THE BEAT (OR OTHERWISE UPLOAD OR LOG IT) THROUGH ANY CONTENT DETECTION AND/OR REGISTRATION SYSTEM (SUCH AS YOUTUBE’S CONTENT ID), OTHER THAN AS PART OF THE TOTALITY OF YOUR PRODUCTION;
  • USE OR ALLOW OR ENABLE ANY THIRD PARTY TO USE THE BEAT IN OR FOR THE PURPOSES OF ANY MACHINE LEARNING OR SO CALLED ARTIFICIAL INTELLIGENCE/AI TRAINING OR OTHER SIMILAR SYSTEMS;
  • MAKE ANY USE OF THE BEAT WHICH INVOLVES ANY PUBLICATION OR DISTRIBUTION OR OTHERWISE OF THE BEAT OR THE PRODUCTION WITHIN WHICH THE BEAT HAS BEEN USED, WITHOUT FIRST ENTERING INTO A TRANSACTION.
6. Warranties, Indemnities 
Colossal warrants that: 
  • it has full right, power and authority to enter into this Content Licence and has been granted the relevant licences in relation to the distribution of the Beats; 
  • to the best of its knowledge, the Beat in its original form as provided by us, and the use by you in accordance with the terms of this Content Licence, will not infringe the copyright of any third party.
If you are acting as a business rather than a consumer, save as expressly set out in this agreement, all other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law, including, without limitation, any implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose.
YOU WILL FULLY INDEMNIFY COLOSSAL FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE EXTERNAL LEGAL EXPENSES) SUFFERED OR INCURRED BY OR AWARDED AGAINST COLOSSAL FOR ANY CLAIMS OR ACTIONS AS A RESULT OF OR IN CONNECTION WITH ANY BREACH BY YOU OF THIS CONTENT LICENCE.
7. Limitation of Liability
Nothing in this agreement shall in any way exclude or limit either party’s liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation ,or for any other liability which may not be excluded by law.
SUBJECT TO ABOVE PROVISIONS (ABOUT DEATH/PERSONAL INJURY) (I) IF YOU ARE ACTING AS A BUSINESS RATHER THAN A CONSUMER, NEITHER PARTY WILL BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY OF THE FOLLOWING LOSSES OR DAMAGE (WHETHER OR NOT SUCH LOSSES OR DAMAGE WERE DIRECT, FORESEEN, FORESEEABLE, KNOWN OR OTHERWISE) HOWSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT IN RESPECT OF ANY: SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE; LOSS OF ACTUAL OR ANTICIPATED PROFITS; LOSS OF BUSINESS OR CONTRACTS; LOSS OF REVENUE OR OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF GOODWILL; AND/OR LOSS OF DATA, AND (II) COLOSSAL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT EQUIVALENT TO THE LICENCE FEE PAID BY YOU, OR ALLOCATED IN RELATION TO THE PARTICULAR CONTENT LICENCE.
8. General Provisions
  1. Waiver: The failure or delay by either party to insist upon strict performance or observance of any terms of this agreement or to exercise any remedy, privilege or right provided by law or under this agreement shall not be construed as a waiver of any breach or right to enforcement of such terms or to exercise such remedy, privilege or right.
  2. Severance: If any part of this agreement is found by any court or competent authority to be illegal, void or unenforceable then that part shall be deemed not to be a part of this agreement and the enforceability of the remainder of this agreement shall not be affected.
  3. Assignment: You may not assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under this agreement. 
  4. Rights Of Third Parties: This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. 
  5. Entire Agreement: This agreement, and any documents referred to, constitute the whole agreement between the parties and supersede any previous understanding or agreement between them relating to the subject matter. You acknowledge and agree that in entering into this agreement you do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
  6. Governing Law and Jurisdiction: This agreement and any disputes relating to it will be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts for such purposes.