Music Terms

Chall AS

Last updated: January 2024

1. License Conditions

This document represents an agreement (referred to as the “Music License”) and applies to all music added by you to your content through the features made available on Chall AS’ platform for digital challenges and competitions (the “Platform”). Your content is referred to as “Productions” in this document, and all music added to your Productions using the Platform’s features is referred to as “Music.”

The Music is provided to the Platform by Soundstripe Inc., and the license is included in your access to the Platform.

Music added by other means than through the Platform’s features is not covered by this Music License. For usage of such music, please refer to Chall’s General Terms of Service.

In this document, Chall AS is referred to as “us,” “we,” “Chall,” and “Licensor.” You are referred to as “you” or “Licensee.”

All Music provided to you under a license (the “License”) is governed by the terms set out in this document.

The License is conditioned upon material compliance by you, your personnel, and contractors (each a “Representative”) with and fulfillment of your responsibilities under this Music License for use or access to the License and Music.

2. License Limits

  • (a) Use in Templates: You may not incorporate the Music as an element of a digital template for sale or distribution.

  • (b) Item Page: In addition to the terms and conditions of this Music License, the License to the Music is subject to any special terms contained or linked to in the Item Page for that particular Music, including restrictions on the number or type of Productions in which the Music may be used.

  • (c) Limiting Access to Raw Music: You may not allow access to raw Music, except for creating, reproducing, or distributing Productions made by or for the Licensee as permitted by this Music License. If you become aware of any unauthorized access or duplication of any Music, promptly notify us or Soundstripe.

  • (d) Restrictions on Transfer of License: The License is non-transferable. You may not resell, sublicense, rent, loan, assign, or transfer the Music to any third person, except as expressly authorized in this Music License. However, no restriction on transferability applies to your Productions that incorporate Music under the License.

  • (e) No Distribution of Raw Music: Except as expressly permitted by Section 2 or 3 in this Music License, you may not (i) distribute, transmit, or publicly display Music as a template, a standalone file, or to others for consumption, reproduction, or resale, or (ii) superficially modify any raw Music and sell or license it for consumption, reproduction, or resale.

  • (f) No Use in Trademarks or Logos: You may not incorporate any Music into a logo, trademark, or service mark.

  • (g) No Unlawful Use: You may not use any Music in a pornographic, unlawful, or defamatory context, including use:

    • (i) in connection with pornography, adult videos, adult entertainment venues, escort services, dating services, or similar,

    • (ii) in the advertisement or promotion of tobacco products,

    • (iii) depicting a person in the Music as engaging in acts of moral turpitude or criminal activity.

  • (h) Use Under a Subscription: If you are using the Music under a Subscription, you may only use or copy the Music during the Subscription term, except you may continue to use or distribute Music as incorporated within your original work or other Productions created during your Subscription.

3. Music Information Disclaimer

While Soundstripe has made reasonable efforts to correctly categorize, keyword, caption, describe, and title the Music, neither we nor Soundstripe warrant the accuracy of such information. Additionally, except as expressly set forth in this Music License, neither we nor Soundstripe warrant the accuracy of any Music Information.

4. Limitations of Liability

  • (a) Soundstripe, the Licensor, the Music contributors, and their respective affiliates shall not be liable to you or any other person or entity for punitive, special, indirect, exemplary, consequential, or incidental damages, lost profits, or, in the case of Licensor, the Music contributor or their affiliates, any other damages, costs, or losses, including cover costs, arising under this Music License or out of or related to the License, your or any Representative’s use or exploitation of Music, the Platform, Music Information, or related services. Some jurisdictions do not allow limitation or exclusion of liability for incidental or consequential damages, so this may not apply to you.

  • (b) These limits apply even if the Licensor, Music contributors, and affiliates have been advised of the possibility of such damages. You acknowledge and agree that:

    • (i) The fees, if any, for Music usage reflect reliance on the allocation of risk and limitations set forth in this Music License.

    • (ii) The limitations herein are fundamental elements of the agreement between you and us. None of the Licensor, Soundstripe, the Music contributors, or affiliates shall be liable for damages, costs, or losses resulting from modifications made to the Music by you, Representatives, or third parties after download, or from the particular context in which Music is used.

  • (c) No action arising out of the License or this Music License may be brought by you more than one year after the cause of action has accrued.

5. Term and Termination

  • (a) Material Breach by You: The License will terminate automatically without notice if you fail to cure a material breach or comply with any provision of this Music License within 14 days of written notice.

  • (b) Survival: The terms and provisions of this Music License shall survive termination or expiration of this Music License.

6. Miscellaneous Provisions

  • (a) If you learn that any Music is subject to a threatened or actual third-party claim of infringement, violation of another right, or any other claim for which the Licensor, Music contributors, or affiliates may be liable, promptly notify us. If we determine the claim raises a legal risk, upon notice from us, you will:

    • (i) Remove the Music from your systems and storage.

    • (ii) Cease future use of the Music at your own expense if possible. We may choose to provide comparable Music without charge, subject to your consent, not unreasonably withheld.

  • (b) You will promptly reimburse the Licensor, Music contributors, or affiliates for costs incurred in collecting License fees or enforcing this Music License.

  • (c) The Licensor, Music contributors, and affiliates are intended third-party beneficiaries of this Music License. Nothing herein confers any rights, benefits, or remedies on any other third person.

  • (d) If you breach any provision of this Music License and we take no action, we are still entitled to use our rights in any other situation where you breach this Music License. Your obligations and our rights set out in this Music License are cumulative and in addition to legal or equitable remedies.

  • (e) Except as provided, this Music License is personal and non-assignable without Licensor’s prior consent. Licensor may assign this Music License without your consent to an affiliate or another person in a corporate reorganization or sale, provided the assignee agrees to its terms.

  • (f) If you arrange a public performance of any work that includes Music in connection with any medium licensed by ASCAP, BMI, or another performing rights society, deliver a music cue sheet to us within 20 days of the initial commercial broadcast. If a work incorporating Music is distributed through a medium not owned by you, ensure the medium has blanket performance licensing with performance rights organizations, or negotiate a separate performance fee.

7. Jurisdiction and Governing Law

This Music License is governed by the laws of the United States and the State of Tennessee, excluding choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

The License, Music download, and use of Music will be deemed to take place in the United States.

Any dispute relating to or arising from this Agreement, the License, or Music use will be resolved exclusively by a State or Federal court in Nashville, Tennessee. You waive any objection to venue, the inconvenience of the forum, or right to a jury trial for resolving disputes. The parties consent to the jurisdiction of these courts.