Music Licensing Agreement for Studio 25 Music
Effective Date: [Date]
Parties:
- Licensor: Embella, Inc., dba Studio 25 Music, a music creation service operating at studio25.media (“Licensor”).
- Licensee: [Client Name], the individual or entity commissioning the music creation (“Licensee”).
This Music Licensing Agreement (“Agreement”) governs the use of the final music track (“Track”) created by Studio 25 Music based on the Licensee’s provided story, as outlined on the Studio25.Media website (https://studio25.media).
1. Grant of License
1.1 Non-Exclusive License: Studio 25 Music grants the Licensee a worldwide, perpetual, non-exclusive, non-transferable license to use the Track for personal, non-commercial purposes only, as defined below.
1.2 Permitted Uses: The Licensee may:
- Play, perform, or share the Track privately (e.g., with family or friends).
- Download and store the Track on personal devices for non-commercial enjoyment.
- Feature the Track on Studio 25 Music’s Front Porch Country Radio, the Velvet Mic, or other radio stations as part of the promotional package (no royalties or payments provided).
- Create a personal, non-commercial music video incorporating the Track, subject to Studio 25 Music’s approval if produced by Licensor.
1.3 Non-Commercial Definition: Non-commercial use excludes any activity intended to generate revenue, including but not limited to streaming on monetized platforms (e.g., Spotify, YouTube), selling the Track, licensing for advertisements, films, or other commercial media, or public performances for profit.
2. Ownership and Copyright
2.1 Lyric Ownership: The Licensee retains copyright ownership of any original lyrics provided or approved by the Licensee, as these are considered human-authored contributions under U.S. copyright law.
2.2 Track Ownership: The Track, including AI-generated melodies, vocals, and instrumentals, as well as human editing by Studio 25 Music, is owned by Studio 25 Music. The Licensee is granted usage rights as outlined in Section 1.
2.3 AI-Generated Elements: Due to the use of AI tools, certain elements of the Track may not be eligible for copyright protection under U.S. law unless significant human authorship is demonstrated. Studio 25 Music makes no warranty regarding the copyrightability of AI-generated components.
2.4 Reservation of Rights: All rights not expressly granted in this Agreement are reserved by Studio 25 Music, including the right to use the Track for promotional purposes (e.g., on studio25.media or our streaming radio stations).
3. Restrictions
3.1 Prohibited Uses: The Licensee shall not:
- Sell, sublicense, distribute, or commercially exploit the Track without a separate commercial licensing agreement from Studio 25 Music.
- Modify, remix, or create derivative works of the Track without prior written consent from Studio 25 Music.
- Use the Track in a manner that infringes on third-party copyrights, including mimicking specific artists or protected works in AI prompts.
- Transfer or assign this license to another party without Studio 25 Music’s written approval.
3.2 Compliance with Laws: The Licensee agrees to use the Track in compliance with all applicable laws, including copyright and intellectual property regulations.
4. Fees and Payment
4.1 Licensing Fee: The license is included as part of the music creation service fees outlined in the Studio 25 Music pricing structure (e.g., $200–$800+ for song production). No additional licensing fee is required for personal, non-commercial use.
4.2 Commercial Use: Any commercial use of the Track (e.g., sync licensing, streaming monetization) requires a separate agreement and additional fees, to be negotiated with Studio 25 Music.
5. Warranties and Representations
5.1 By Studio 25 Music: Studio 25 Music warrants that it has the authority to grant this license and that the human-edited components of the Track are original to the extent of its contributions, however, due to the use of AI tools, Studio 25 Music cannot guarantee that the Track is free from third-party copyright claims, as AI training data may include protected material (e.g., as alleged in ongoing lawsuits against AI platforms).
5.2 By Licensee: The Licensee warrants that any story or lyrics provided are original and do not infringe on third-party rights. The Licensee agrees to indemnify Studio 25 Music against claims arising from the provided content.
6. Liability and Indemnification
6.1 Limitation of Liability: Studio 25 Music is not liable for any claims, damages, or losses arising from the Licensee’s use of the Track, including third-party copyright infringement claims due to AI-generated similarities.
6.2 Indemnification: The Licensee agrees to indemnify and hold Studio 25 Music harmless from any claims, costs, or damages resulting from the Licensee’s misuse of the Track or breach of this Agreement.
7. Termination
7.1 Termination for Breach: Studio 25 Music may terminate this license if the Licensee violates any terms (e.g., commercial use without permission). Upon termination, the Licensee must cease all use of the Track and delete all copies.
7.2 Survival: Sections 2 (Ownership and Copyright), 6 (Liability and Indemnification), and 8 (Miscellaneous) survive termination.
8. Miscellaneous
8.1 Governing Law: This Agreement is governed by the laws of the State of New York, United States, without regard to conflict of law principles.
8.2 Dispute Resolution: Any disputes shall be resolved through mediation in the City of Little Falls, or, if unresolved, in a court of competent jurisdiction in Herkimer County.
8.3 Amendments: Studio 25 Music may update this Agreement, with changes posted on studio25.media. Continued use of the Track constitutes acceptance of revisions.
8.4 Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding the Track, superseding any prior agreements.
9. Contact Information
For questions or to request a commercial license, contact:
- Email: info@studio25.media
- Phone: 315-867-9039
- Response Time: Within 24 hours
Acceptance: By receiving and using the Track, the Licensee agrees to be bound by the terms of this Agreement.
Studio 25
25 West Mill Street, Little Falls, NY 13365
[Licensee Signature: To be provided electronically or in writing upon request]