Licensor: Alibi Music, LP
1874 Catasauqua Road #215
Allentown, Pennsylvania 18109
United States of America
(hereinafter known as "Licensor,"“Alibi,” or "Us")
Licensee: The end user (hereinafter known as "You" or "Licensee").
1.Agreement. Alibi’s Website’s (“Site”)
, Your Order placed on the Alibi Website to license music and/or SFX and Your Invoice issued concurrently with this Agreement are hereby incorporated into and made a part of this Agreement. To the extent there is a conflict between this Agreement and the Terms of Use, the terms of this Agreement shall control. Use of the this Agreement is also governed by Alibi’s , which is hereby incorporated into and made a part of this Agreement.2. Ownership. Licensor owns, controls or administers the copyright in the master recording(s) and the musical composition(s) available on the Alibi Music website and subject to the terms of this license (the underlying musical composition(s) and master recording(s) are collectively referred to as the “Recording”.
3. Use. Licensee wishes to reproduce and record the Recording(s) in synchronization and/or timed relation, and to dub and synchronize the referenced master recording with and into Licensee's project(s) (collectively, the “Project” or “Projects”).
4. Grant of Rights. This License herein grants You a non-exclusive, license to make use of the Recording(s) in accordance with the terms and conditions of this Agreement in your Project(s) stated by You in your online checkout (hereinafter Your “Order”). All rights and licenses granted hereunder are non-transferable and non-assignable and may not be sub-licensed other than as expressly permitted under this Agreement. You may only use the Recordings in accordance with the rights and licenses granted under this Agreement.
5. License. This agreement contains the terms and conditions that apply to Your license for the specific track or tracks You placed in Your Order and are stated in the confirmation email and Invoice You received from Alibi for Your Order. This License is valid for the specific song(s) (or alternate versions of the licensed song(s) available on the Alibi Website) for the Use, Project, Media, Territory and Term stated on the Invoice.
6. Limitations of Use. The Licensee may not:
(a) Except as provided in paragraph 7, sell, transfer, sublicense, share, give away or otherwise assign the Recording or the rights granted hereunder to any party.
(b) Resell the Recording by itself or as a part of a package except solely as embodied within Your Project.
(c) Resell the Recording or otherwise make it available in any manner that would enable a third party to download the Recording as a separate file, such as in e-card templates or website templates.
(d) Resell the Recording or otherwise make it available as part of any competing product such as a music compilation or music library.
(e) Sell the Recording or otherwise make it available as, or as part of, Your music or as Your song, even if it has been transformed or edited, or if You add other instruments or vocals to the music.
(f) Claim to be the creator or copyright holder of the Recording or of any derivative work created from the Recording.
(g) You are not allowed to make available or in any other way exploit the Recordings on a standalone basis including without limitation that the Recordings may not be repackaged (in whole or in part) as for example audio samples, sound libraries, sound effects, or music beds, nor combined with a single still image or limited animation where the production is essentially tantamount to use of the Recordings on a standalone basis, meaning uses where complete or almost complete Recordings are used and where any accompanying visuals are of a subordinate importance.
(h) You may not use the Recordings in connection with any material or otherwise in a manner or context that is defamatory, illegal or inciteful of an illegal act; immoral; racist; hateful or discriminating against any person based on for example race, nationality, religion, ethnic identity, gender, gender identity or sexual orientation; constitutes encouragement of violence or use of weapons; pornographic; or in a manner or context that otherwise violates any rights of anyone associated with the Recordings. You shall comply with any applicable laws and regulations.
7. Assignment of License.
(a) You shall be entitled to assign all or a portion of the rights and licenses granted herein for the purposes of authorizing or permitting the exhibition, broadcast, transmission, reproduction or performance of the Project, and/or portions or excerpts thereof (if said use is permitted by this license), and shall be entitled to assign this agreement in its entirety to any person, firm or corporation acquiring ownership of or production rights to the Project without further payment to Licensor. For the avoidance of doubt, and notwithstanding the foregoing, You shall be entitled to assign all or a portion of the rights and licenses granted herein to an entity or person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified entity or person.
(b) Alibi may transfer this Agreement and/or wholly or partially assign or pledge any of its rights and/or obligations under this Agreement to any third party provided that such third party agrees to be bound to this Agreement. This Agreement shall be binding on the parties and their respective successors and permitted assigns.
8. Performing Rights. This license does not include compensation for public performance of the Recording. Licensee shall be responsible for securing any required non-dramatic public performance licenses from ASCAP, BMI and/or SESAC in the United States and/or any other appropriate performing rights organization with respect to the authorized exhibition of the Project in any Territory. Licensee shall provide Licensor with a copy of the cue sheet for the Project no later than 90 days from the first exploitation of the Project. The cue sheet shall be emailed to
.9. Monetization: Subject to Your compliance with this Agreement, You may allow, and receive remuneration from, the display of third-party ads in connection with making available Your Project(s) on social media platforms such as YouTube offering such possibilities (i.e. monetize). You are responsible for registering the Project(s) and/or relevant social media channels with Alibi, in accordance with the instructions that Alibi provides from time to time (“allowlisting”). Alibi monetizes unlicensed use of the Recordings on YouTube and/or other platforms. Without correct allowlisting, Alibi is unable to tell a licensed Project from unlicensed use, and thus reserves the right to monetize any Project containing Recordings that are not correctly allowlisted. Should a Project licensed under this Agreement be monetized or otherwise receive a claim from Alibi, You may notify Alibi at
and Alibi will discontinue such monetization/release the claim without undue delay. Alibi will have no responsibility, and will not reimburse You, for any monetization of You Projects by Alibi for any period prior to such Projects having been correctly allowlisted.10. Payment of License Fees.
(a) In consideration of the rights granted herein, You shall pay Alibi Music the License Fee, as specified in the Ala Carte or “Standard” license (Alibi Rate Card) pricing, and any associated sales, value added, use and/or other taxes and government charges required to be collected by Us. All such taxes shall be based on Your “bill-to address” and shall be determined at the rate in effect at the time of completion of the Order. Taxes will be charged only in states or territories and other taxing jurisdictions where digital goods and services are taxable.
(b) You shall tender payment of the License Fee via payment options available on the Alibi Website.
11. Licensor’s Remedy on Breach of License
In the event of any breach of any provision of this agreement by Licensee, Alibi’s sole rememdy will be an action at law for damanges , if any, subject to the provisions of paragraph 17 of this agreement, and in no event will Licensor be entitled to seek to enjoin, interefere, or inhibit the distribution, exhibition or exploitation of the project.
12. Licensee’s Representations and Warranties.
At all times relevant hereto, Licensee represents, warrants and covenants that:
(a) Licensee has all right, power and authority to enter into this Agreement and to carry out the terms and provisions of this Agreement and the Order;
(b) Licensee has secured all third party consents, licenses and/or permissions necessary to enter into and perform under this Agreement and the Order and no further action or authorization on the part of Licensee or any third party, or payment to any third party, is necessary to carry out the terms and conditions of this Agreement or the Order;
(c) All information provided by Licensee in connection with this Agreement, the Order, and Licensee’s account are complete and correct in all respects;
(d) There is no agreement, understanding, license, right, restriction, settlement, consent, judgment, order, or pending or, to Licensee’s knowledge, threatened litigation, arbitration, injunction or administrative proceeding that restricts, impairs, limits or otherwise adversely affects, or which could be reasonably expected to restrict, impair, limit or otherwise adversely affect, the Order or Licensee’s ability to perform its obligations under this Agreement;
(e) Licensee has consulted with legal, financial, tax and other advisors regarding the implications of the Order or has knowingly waived its right to do so, and Licensee enters into the Order with full knowledge and understanding of the legal, financial, tax and other consequences of the Order;
(f) Licensee warrants that the representations made by Licensee for the Order in which the Recording is to be used is accurate. In the event that the Licensee has misrepresented the Order or Territory or any other aspect of the use of the Recording, Licensor shall be entitled to any additional fee to which Licensor is entitled under the rates stated on the website from which this license was produced, plus any legal fees or costs for collecting said fee.
(g) Licensee shall comply with all applicable laws, rules, regulations and orders (as they may be amended from time to time); and
(h) Licensee shall be solely and exclusively responsible for determining and complying with any parental advisory or warning required by any and all jurisdictions in the Territory.
13. Alibi’s Representations and Warranties; Disclaimers
(a) Alibi represents and warrants that Alibi has all right, power and authority to enter into this Agreement and to carry out the terms and provisions of this Agreement applicable to Alibi.
(b) ALTHOUGH ALIBI WILL IN GOOD FAITH ENDEAVOR TO REMEDY ERRORS IN THE ALIBI WEBSITE OR ALIBI’S SERVICES, ALIBI SPECIFICALLY DOES NOT WARRANT THAT THE RECORDING, THE WEBSITE OR ALIBI’S SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR THAT ALL ERRORS IN THE RECORDING, THE WEBSITE OR ALIBI’S SERVICES WILL BE CORRECTED. ALIBI SHALL HAVE NO LIABILITY ASSOCIATED WITH ANY INOPERABILITY, PERFORMANCE OF OR INABILITY OR DELAY IN ACCESS BY LICENSEE TO THE SITE OR THE RECORDING VIA THE WEBSITE. ALIBI WILL NOT BE RESPONSIBLE FOR ANY LOSS OR ANY MISAPPROPRIATING, INFRINGING OR WRONGFUL USE OF THE RECORDING OR ANY OTHER MATERIALS SUFFERED BY LICENSEE BECAUSE OF THE SITE, ALIBI’S SERVICES OR ANY OTHER ACT OR OMISSION OF ALIBI, A THIRD PARTY, OR OTHERWISE.
14. Indemnification; Insurance.
(a) Licensee shall indemnify, defend and hold harmless Alibi and its affiliates, and all officers, directors, employees, agents, owners and representatives of any of the foregoing (collectively, “Related Parties”) from and against any and all claims, actions, demands, losses, liability, damages, costs and expenses, including reasonable attorneys' fees (collectively, “Liability”), arising out of or related to
(i) any breach of any of the representations, warranties or covenants made in this Agreement by Licensee,
(ii) taxes, including any interest or penalty, imposed, assessed, or levied against Alibi or any Related Parties and payable in connection with the Order, other than taxes based solely on net incomes.
(b) Licensor shall indemnify and hold harmless Licensee from and against any and all losses, damages, liabilities, reasonable third-party attorneys’ fees and costs, actions, suits, other claims arising out of Licensee’s exercise of rights arising out of or resulting from Licensee’s use of the Recording(s) as permitted under this Agreement, or Licensor’s breach or alleged breach, in whole or in part, of the foregoing representations and warranties that are finally adjudicated or settled with consent.
(c) Alibi may maintain professional liability insurance covering any errors, omissions, and negligent acts in the performance or failure to perform under this Agreement or any Order. Such insurance shall have coverage limits and policy details determined by Alibi from time to time. This Section shall in no way
(i) limit, relieve or otherwise affect any obligations or liability of Licensee as established elsewhere in this Agreement or otherwise, including under applicable law (including but not limited to defense and indemnity obligations of Licensee), or
(ii) create any obligation or liability for Alibi that Alibi does not otherwise expressly agree to under this Agreement or which is limited or excluded hereof.
15. Limitations on Liability.
(a) IN NO EVENT SHALL ALIBI OR ANY OF ITS RELATED PARTIES BE LIABLE TO LICENSEE OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, OR LOSS OF GOODWILL, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SITE, EVEN IF ALIBI OR ANY OF ITS RELATED PARTIES HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF.
(b) REGARDLESS OF THE PREVIOUS PARAGRAPHS, IF ALIBI IS FOUND TO BE LIABLE FOR ANY CLAIM EXCEPT COPYRIGHT INFRINGEMENT FOR ANY OF THE RECORDINGS LICENSED UNDER THIS AGREEMENT, THE AGGREGATE LIABILITY OF ALIBI FOR CLAIMS ARISING UNDER THIS AGREEMENT, ANY ORDER OR OTHERWISE SHALL BE LIMITED TO THE LESSER OF ONE HUNDRED DOLLARS ($100.00) OR THE FEES ACTUALLY PAID TO AND RETAINED BY ALIBI FOR USE OF THE SITE AND THE SYNCHRONIZATION LICENSE SERVICES IN CONNECTION WITH THE ORDER GIVING RISE TO THE LIABILITY.
(c) LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT ALIBI DOES NOT CREATE OR ENDORSE, AND ALIBI SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO, THE RECORDING OR ANY USE OR EXPLOITATION OF THE RECORDING BY LICENSEE, BENEFICIAL LICENSEE, OR ANY OTHER THIRD PARTY. ALIBI SHALL HAVE NO LIABILITY WITH RESPECT TO
(i) ANY FAILURE TO SOURCE AN ORDER FOR A RECORDING,
(ii) ANY BREACH OF THIS AGREEMENT BY OR ANY ACT OR OMISSION OF LICENSEE, OR
(iii) INABILITY TO ENFORCE THIS AGREEMENT, ANY ORDER, OR ANY TERM OR CONDITION HEREOF OR THEREOF.
16. U.S. Export Controls. Software available in connection with the Site and/or the Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Site or from the Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at Your sole risk.
17. Binding Arbitration And Class Action Waiver
(a) You and Alibi agree to binding arbitration of any and all disputes between You and Alibi, except for disputes relating to the enforcement of the intellectual property rights of Alibi. For purposes of this License Agreement, the term “dispute” includes any dispute, action or other controversy between You and Alibi concerning the Alibi Website, the Content, any other IP, and/or this Licence Agreement, whether in contract, tort, warranty, statute or regulation, or other legal or equitable basis. You and Alibi empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this License Agreement, including the arbitrability of any dispute and claim that all or any part of this Subscription License Agreement is void or voidable.
(b) In the event of a dispute, You or Alibi must send to the other party a notice of dispute, which is a written statement that sets forth the name, address and contact information of the party giving the notice, the facts giving rise to the dispute, and the relief requested. You must send any notice of dispute to 1874 Catasauqua Rd. #215, Allentown, PA 18109. Alibi will send any notice of dispute to You at the contact information we have for You. You and Alibi agree to attempt to resolve any dispute through informal negotiation within thirty (30) days from the date the notice of dispute is sent. After thirty (30) days, You or Alibi may commence such arbitration.
(c) If You and Alibi do not resolve a dispute by informal negotiation, the dispute shall be settled by binding arbitration before a neutral arbitrator whose decision shall be final, except for a limited right of appeal under the U.S. Federal Arbitration Act. UNLESS STATED OTHERWISE IN THESE TERMS AND CONDITIONS, YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and its Supplementary Procedures for Consumer Related Disputes. For more information, visit
or, in the United States, call 800-778-7879. Arbitration may be conducted in person, through the submission of documents, by telephone or online. The arbitrator may award damages to You individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy Your individual claim.(d) PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither You nor the Alibi will seek to have a dispute heard as a class action, private attorney general action or in any other proceeding in which either part acts or proposes to act in a representative capacity. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitration or proceeding. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in binding arbitration.
18. Choice Of Law
This Agreement has been entered into in the Commonwealth of Pennsylvania, and its validity, construction, interpretation and legal effect shall be governed solely by and under the laws of the Commonwealth of Pennsylvania, applicable to contracts entered into and performed entirely within the Commonwealth of Pennsylvania. You hereby consent to, shall be subject to, and shall submit to the jurisdiction of the Federal and state courts located in the County of Lehigh, Commonwealth of Pennsylvania, which courts shall have sole and exclusive jurisdiction thereof.
19. General Provisions
(a) Force Majeure. Notwithstanding anything in this License Agreement to the contrary, Alibi shall not be liable or responsible to You, nor shall Alibi be deemed to have defaulted under or breached this License Agreement, for any failure or delay in fulfilling or performing any obligation of Alibi to You, when and to the extent such failure or delay is caused by, or results from, acts or circumstances beyond the reasonable control of Alibi, including, without limitation, the following defined force majeure events: (a) acts of God; (b) flood, fire, or earthquake; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) compliance in good faith with any government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national, state, or local emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) pandemic, epidemic, outbreak of infectious disease or any other public health threat or emergency, including quarantine; (i) network outage, data loss, data corruption, or any other technological disruption, failure or malfunction; and (j) any other event beyond the reasonable control of Alibi.
(b) Severability. If any provision of this License Agreement shall be held void, voidable, invalid or inoperative, no other provision of this License Agreement shall be affected as a result thereof and, accordingly, the remaining provisions of this License Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision has not been contained herein.
(c) Waiver. No modification, amendment, waiver, termination or discharge of any provision of this License Agreement shall be binding upon Alibi unless confirmed by a written instrument and signed by Alibi. No waiver by Alibi of any provision of this License Agreement or of any default hereunder shall affect the respective rights of Alibi thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other default, whether or not similar.
(d) Survival. The provisions of this License Agreement, which by their nature should survive the termination of these Terms and Conditions, shall survive such termination.
(e) Independent Contractors. You and Alibi shall at all times be considered independent contractors to each other. Nothing in this License Agreement shall be construed to create a partnership, joint venture, employment, or other relationship. You agree not to hold Yourself out as in any way sponsored by, affiliated with, endorsed by, in partnership or venture with, nor as an employee or employer of, Alibi.
(f) Headings. The headings of sections and paragraphs in this License Agreement are for convenience only and shall not affect its interpretation.
(g) Entire Agreement. This License Agreement, together with the Alibi Website Terms of Use Agreement, Privacy Policy, Your Invoice and Your Order, constitute the final, complete and exclusive statement of the agreement between the You and Alibi with respect to the subject matter hereof. All other prior agreements are null and void and superseded by this License Agreement.
Updated: September 8, 2021