Personal License (Black & Silver)
This PERSONAL LICENSE AGREEMENT (“Agreement”), effective as of the undersigned date, constitutes a binding agreement by and between the user, (“Licensee” or “you”) and Xigla Records with a primary place of business at 5550 Hollywood Blvd, Los Angeles, CA 90028 (“Licensor”). Licensor and Licensee (each, a “party,” and, collectively, the “parties”) agree to the following:
Grant of Rights. Conditioned upon your timely annual payment in full of a $95.88 USD licensing fee (“Annual Fee”) or timely monthly payment in full of a $9.99 USD licensing fee (“Monthly Fee”) and your compliance with all other terms and conditions of this Agreement, Licensor hereby grants to Licensee, during the Subscription Period, a royalty-free, non-exclusive, non-transferable, and non-sublicensable license to download sound recordings and their underlying musical compositions (each sound recording, the composition embodied therein, and any part thereof, shall hereinafter be referred to individually and collectively as the “Licensed Song,” and plurally as “Licensed Songs”) from Xigla Records’ royalty-free music library (the “Song Bank”) and to synchronize such Licensed Songs with unlimited visual productions to create, publish, and display non-commercial audio-visual productions of unlimited duration (each a “Production,” and, collectively, “Productions”) on social media platforms using the social media accounts set forth on Schedule 1. For the avoidance of doubt, you may monetize Productions, but Productions cannot be made for an employer, sponsor, or contractor, or for affiliate marketing and/or any other commercial purposes.
a. Subscription service below:
☐ Annual Subscription ($95.88/year (i.e., $7.99/month) - billed annually)
☐ Monthly Subscription ($9.99/month - billed monthly).
i. This Agreement shall enter into force upon your acceptance of the terms set forth herein and will be automatically prolonged for periods of one (1) month with the Monthly Subscription or for periods of twelve (12) months with the Annual Subscription, as designated by you when purchasing a subscription, (each such period a “Subscription Period”), until terminated by you or by Licensor prior to the end of the then-current Subscription Period.
ii. For the avoidance of doubt, following the Subscription Period, you shall have the right to continue to display any Production featuring a Licensed Song, provided that such Production is created and initially published during the Subscription Period.[DD5]
c. Termination, Cancellation and Re-Initiation.
i. Licensor has the right to terminate your subscription and this Agreement in the event of your breach of this Agreement.
ii. After termination of this Agreement has taken effect, you are no longer entitled to access the Song Bank or use any Licensed Songs thereof, except as provided in Section 2(b)(ii) above.
iii. Licensor can cancel your subscription at any time. Licensor shall not refund, in whole or in part, the Annual Fee or Monthly Fee.
iv. After termination or cancellation, to access the Song Bank or release any previously created yet unpublished Productions using any Licensed Song, you must resubscribe to the Song Bank or purchase a separate license for each Licensed Song.
3. Credits. You must credit “Xigla Records” as your licensing source by including the following sentences in the end-credits of your Production and in any associated metadata fields: “Music from: https://www.xiglarecords.com/. You may not reuse this audio.” (hereinafter, the “Credit”). For the avoidance of doubt, on YouTube and similar video-hosting platforms, you must place the Credit in the Production’s description; and on Facebook, Instagram, TikTok and other similar social media platforms, you must place the Credit in the Production’s caption or, if available, the Production’s audio description.
4. Content Use and Access Restrictions.
a. Improper Use.
i. Your Production cannot endorse, promote, or contain pornography; discrimination against any person or people based on race, religion, sex, gender identity, sexual orientation, nationality, visible and non-visible disabilities, or any other protected status; threats of violence; slander; or any other offensive, harmful, defamatory, or insulting content, and you shall not engage in unlawful, unfair, misleading, fraudulent, improper, or dishonest acts or business practices relating to the Licensed Song, including, without limitation, claiming ownership of the Licensed Song (“Improper Use”).
ii. You hereby agree that any Improper Use or use of the Licensed Song in a manner deviating from the conditions of this Agreement by you and/or by anyone on your behalf constitutes a material breach of this Agreement as well as a violation of the copyright laws, and the Licensor and anyone on the Licensor’s behalf shall have the full right to exercise all rights and remedies available by law in such case.
iii. The determination of Improper Use will be subject to the Licensor’s discretion. Licensor shall revoke the license of any Licensee found to violate the terms of this section, and such revocation shall take effect immediately upon delivery of written notice from Licensor to Licensee.
b. Download Abuse. Downloading content from https://www.xiglarecords.com/ (the “Site”) by any automatic means such as software, bots, mass downloads, or any other technical means is prohibited. If such activity is detected under your account, Licensor shall revoke your license.
5. Reservation of Rights.
a. Licensor hereby reserves all rights in and to the Licensed Songs not expressly granted to you under this Agreement, and you hereby acknowledge and agree that other than the rights in the Licensed Songs specifically granted to you in this Agreement, you shall have no rights in and to the Licensed Songs.
b. This Agreement does not transfer to you, nor shall you assert any ownership interest whatsoever (including, without limitation, copyright, trademark, and/or goodwill), in or to any Licensed Song. In no event shall any Licensed Song be featured separately from the approved use under this Agreement.
6. Terms Applicable to Your Purchase.
a. General Eligibility. To purchase access and use any of the licenses that Licensor makes available for sale on the Site, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence. Prior to the purchase of any products or services, you must provide Licensor with a valid credit card number and associated payment information including all of the following:
Your name, as it appears on the card;
Your credit card number;
The credit card type;
The credit card’s date of expiration; and
Any activation numbers or codes needed to charge your card or otherwise use a valid gift card.
By submitting the foregoing information to Licensor or Licensor’s third-party credit card processor, you agree that you authorize Licensor and/or Licensor’s processor to charge your card at their convenience but within thirty (30) days of credit card authorization. For any license that you order on the Site, you agree to pay the applicable price (including any sales taxes and surcharges) at the time you submit the order. Licensor will automatically bill your credit card or other form of payment submitted as part of the order process for such price.
b. Refund Policy. All purchase transactions made on the Site are subject to Licensor’s return policy in effect at the time of purchase. Currently, Licensor’s refund policy is to not offer any refunds for any subscriptions or products purchased through the Service, except in Licensor’s sole and absolute discretion.
c. Methods of Payment, Credit Card Terms and Taxes.
i. All payments must be made via Visa, Mastercard, American Express, Discover, Apple Pay, or PayPal. Licensor currently does not accept cash, personal or business checks or any other payment form, although in the future Licensor may change this policy. Licensee’s card issuer agreement governs your use of your designated card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder.
ii. YOU ARE SOLELY RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless you notify Licensor of any discrepancies within sixty (60) days after they first appear on your credit card statement, you agree that such discrepancies will be deemed accepted by you for all purposes. If Licensor does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Licensor or its agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes. Licensor shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.
7. Representations and Warranties.
a. Licensor’s Representations and Warranties.
i. Licensor represents and warrants that Licensor lawfully owns or licenses every right, title, and interest in each sound recording, musical composition, and illustration within the Song Bank, and that Licensor has full power and authority to enter into this Agreement and grant you the rights hereunder.
b. Licensee’s Representations and Warranties.
i. Licensee represents and warrants (1) Licensee has full power and authority to enter into this Agreement; (2) Licensee shall not make any claim of ownership to any portion of the Licensed Song and shall not attempt to register any Licensed Song on any digital store or platform, including, without limitation, Facebook’s Rights Manager and YouTube’s Content ID services; (3) Licensee shall not use any Licensed Song in any advertisement in any medium, audiobook, public show, or theatrical performance, nor on television or radio; and (4) Licensee shall not use any Licensed Song to create any derivative works (including, without limitation, remixing and sampling).
ii. This Agreement is accepted without any other representation or warranty, whether express or implied, on the part of the Licensor and Licensor’s assignees, designees, and successors to the fullest extent permissible by law, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.
8. Limitation of Liability.
IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF LICENSOR UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT OF THE FEE PAID TO XIGLA RECORDS FOR THE APPLICABLE LICENSE.
9. Indemnification. To the fullest extent permitted by the law, you agree to indemnify, defend, and hold harmless Licensor, Licensor’s affiliates and their respective directors, shareholders, officers, members, agents, employees, successors, and assigns, and the copyright proprietors of any Licensed Song, from and against all third-party claims, liabilities, losses, or damages due to your Improper Use of the Licensed Song, as set forth in Section 4, or your breach of the terms of this Agreement.
a. Amendment and Modification; Waiver. This Agreement may be modified only by a written amendment executed by both parties. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
b. Assignment. Licensor reserves the right to assign any of Licensor’s rights hereunder, in whole or in part, to any person or entity. Licensee shall not assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without Licensor’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any purported assignment, delegation, or transfer in violation of this section is void. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
c. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
d. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule thereof. Any legal suit, action, or proceeding arising out of or related to this Agreement or the license granted hereunder shall be brought exclusively in the federal or state courts of the State of California that exercise jurisdiction over the County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by (a) email or (b) mail, with a return receipt requested and received, to such party’s address, pursuant to Section 10(e) shall be effective service of process for any suit, action, or other proceeding brought in any such court under the Code of Civil Procedure of the State of California and the Federal Rules of Civil Procedure, respectively. Notwithstanding the foregoing, Licensor and Licensor’s assignees, successors, and designees may seek injunctive or other equitable relief in any jurisdiction to enforce the terms of this agreement and our rights hereunder.
e. Notice. All notices provided by either party hereunder shall be in writing and may be validly provided by (a) United States certified mail, postage prepaid, return receipt requested to each party’s respective mailing address listed on this Agreement or (b) by email to each party’s respective email address. The recognized date of notice delivery shall be the electronic time stamp for email and the date of mailing for mail.
f. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is prohibited by or invalid under applicable laws, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement, which shall remain in full force and effect.