License Standard Terms and Conditions

You are entering into a license agreement with DallRae Music, LLC (“DallRae Music”) to license from DallRae Music (”Licensee”, “Company”, “you” or “your”) one (1) sound recording (“Master”) and one (1) underlying musical composition embodied in the Master (the Master and the composition embodied thereon and any part(s) thereof shall hereinafter be referred to individually and collectively as the “Musical Work”) owned or controlled by DallRae Music. The license agreement is comprised of this document, together with the applicable single Standard License you selected (as defined below), and an invoice (“Invoice”) rendered to you in connection with the transaction referred to above (collectively, the “License Agreement”) and constitutes a binding agreement between you and DallRae Music.

Conditioned upon receipt of payment in full from you of the applicable licensing fee (“Fee”), DallRaeMusic grants you the right to synchronize the Musical Work in your production (“Production”) solely for the single use, territory, term, scope and other parameters you selected and specified in the Invoice.

The license granted to you does not authorize or permit any use of the Musical Work not expressly set forth in this License Agreement. The terms of this License Agreement are limited to the use of the Musical Work in synchronization with your Production only as authorized by DallRae Music in accordance with the terms of the single Standard License selected by you and subject in all respects to the restrictions set forth therein and without limiting the foregoing, does not include the following rights and you may not use the Musical Work: (a) to advertise goods or services in any means or by any manner now or hereafter known apart from as specifically agreed upon pursuant to this Agreement, (b) on television, in motion pictures , in video games, in webisodes or on the radio apart from as specifically agreed upon pursuant to this Agreement; (c) for any unlawful activity or in any manner or any means which may be deemed by a reasonable person to be detrimental to DallRae Music and/or to the copyright owner(s) of the Musical Work; (d) on phonorecords, (e) on any premium streaming service, whether interactive or on demand and/or (f) in any manner not specifically enumerated herein or with respect to which no grant of rights is specified. Furthermore, you may not (i) alter the fundamental character of the music or the lyrics of the Musical Work; (ii) parody the music or the lyrics of the Musical Work; (iii) make foreign adaptations and/or translations of the music and/or lyrics of the Musical Work; (iv) use the story of the Musical Work or dramatically depict the Musical Work; (v) use the title of the Musical Work or the name of the artist and/or songwriter(s) except for the purposes of any required credit, and/or (vi) otherwise alter, edit or remix the Musical Work. This license shall not transfer to you nor shall you assert any ownership interest whatsoever (including, but not limited to, copyright, trademark, and/or goodwill) in or to the Musical Work. In no event shall the Musical Work be featured separately from the approved use, or be offered or provided in or as a non-linear, downloadable, or alterable file. You expressly acknowledge and agree that no right of public performance of the Musical Work is granted under this License Agreement and you shall be responsible for securing all necessary public performance licenses and paying all public performance fees. DallRae Music reserves all rights not expressly granted under this License Agreement.

You have the right to use or refer to the name(s) of the author(s) and performer(s) of the Musical Work in the credits, and in any promotions, advertisements and publicity of the Production. In this regard, you agree upon our request, to accord credit in substantially the same manner as you accord credit to all other participants in the Production.

This License Agreement shall terminate automatically and immediately upon Licensee’s insolvency, assignment for the benefit of creditors, the appointment of a receiver or the breach by you of any of the provisions of this License Agreement. DallRae Music shall have the right to obtain injunctive relief as a result of any use by you of the Musical Work after termination of this License Agreement in addition to any other rights and remedies available, including without limitation pursuing an action at law for copyright infringement in the Musical Work.


1.1 Synchronization of Music into Productions. DallRae Music, LLC (“DallRae Music”) is the owner and/or administrator of certain compositions and master recordings. DallRae hereby grants to company the non-exclusive right and license to fix, record, dub, mix or edit music in synchronized or timed relation to visual and/or audio elements (“Synchronize”) specific DallRae compositions and recordings (“music”) into specific productions (“Productions”) in accordance with the terms and conditions of this license. The act of synchronization must occur in the United States or Canada.

1.2 Distribution/Exploitation of Productions Containing Music. Subject to the terms and conditions in this license, DallRae Music grants to company the right and license to distribute and to authorize others to distribute Productions in the distribution territory, for the distribution term and for the clearances listed in this license.

1.3 Public Performance: Any public performance of the Production, including, but not limited to, public transmission via television, radio, mobile devices, the internet, performance in public spaces and places of business, requires that a performance license be obtained by the broadcaster or exhibitor from the appropriate performing rights organization(s) (e.g., ASCAP, BMI, SESAC) or from DallRae for a separate fee. Performance outside of the United States shall follow the customs and practices of local performing rights societies.

1.4 Conditions of License Grant. The right and license to synchronize Music in Production(s) and the right and license to distribute Production(s) containing Music are conditioned upon the accurate reporting of music uses to the appropriate performing rights societies (for Productions that require performance licenses). Additionally, Company acknowledges that although Company’s obligation to pay commences with its synchronization of Music into Company’s Production, this license will take affect only when full payment for such use is received by DallRae Music. Once payment is received, this document shall serve as Company’s license.

1.5 Non-Payment. If payment is not received by DallRae Music, DallRae Music reserves the right to terminate this agreement. However, in no even shall DallRae seek injunctive relief in connection with the Production of the advertising and promotion thereof.


2.1 DallRae Music represents and warrants to Company that DallRae Music has the full right, power and authority to enter into this agreement and the rights granted herein. Except as set forth in the immediately preceding sentence, APM makes no representations or warranties of any kind with respect to the music.

2.4 Company Agrees to indemnify DallRae Music, its parent companies and its principals, officers, directors, agents, employees, representative, successors and assigns from any and all claims, including, without limitation, reasonable attorney’s fees and expenses, that arise in connection with any use of DallRae Music by Company or it’s personnel that is not in accordance with this Agreement or that arise in connection with any change or revision made to the Music made by Company or its agents. You agree to indemnify, save and hold harmless DallRae Music from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of your responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances DallRae shall promptly notify you in writing of any claim or suit; (a) you has sole control of the defense and all related settlement negotiations; and (b) DallRae Music provides you with commercially reasonable assistance, information and authority necessary to perform DallRae Music’s obligations under this section. You will reimburse the reasonable out-of-pocket expenses incurred by DallRae in providing such assistance.

2.5 This license shall run to you your successors , provided Company shall remain liable for the performance of all of the terms and conditions of this license and provided further that any disposition of the Production(s) shall be subject to all of the terms hereof, and Company agrees that all persons, firms or corporations acquiring from Company any right, title, interest in or possession of the Production shall be notified of the terms and conditions of the license and shall agree to be bound thereby.

2.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state of Michigan applicable to contracts entered into and performed entirely within the state.

2.7 Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal and this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

2.8 DallRae Music is an independent contractor, not an employee of you or any company affiliated with you. DallRae Music shall provide the Services under the general direction of you, but DallRae Music shall determine, in DallRae Music’s sole discretion, the manner and means by which the services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. DallRae Music and the work product or deliverables prepared by DallRae Music shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to you are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

2.9 The Services and the work product of DallRae Music are sold “AS IS.” In all circumstances, the maximum liability of DallRae Music, Its directors, officers, employees, design agents and affiliates (“DallRae Music Parties”), to you for damages for any and all causes whatsoever, and otherwise, shall be limited to the net profit of DallRae Music. In no event shall DallRae Music be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by DallRae Music, even if DallRae music has been advised of the possibility of such damages, and notwithstanding the failure of essential purpost of any limited remedy.

2.10 This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that DallRae Music’s invoices may include, and you shall pay, expenses or costs that you authorize by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

2.11 All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.

2.12 Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.

2.13 DallRae Music shall not be deemed in breach of this Agreement if DallRae Music is unable to complete the services or any portion thereof by reason of fire, earthquake, terrorism, labor dispute, act of God or public enemy, death, illness or incapacity of DallRae Music or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, DallRae Music shall give notice to you, except for when DallRae Music is incapacitated for any reason, of its inability to perform or of delay in completing the services and shall propose revisions to the schedule for completion of the services.

2.14 Whenever 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 held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

2.15 The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

2.16 This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between any proposal or quote and any other Agreement documents, the terms of this Agreement shall control.