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”)
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/Territory. 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). 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 and Your Subscription License terms. For internet, streaming (excluding paid streaming platforms such as Netflix) and social media the Territory for use shall be worldwide. For Local TV Commercials and Programming permitted in the Small Business Subscription, the Territory shall be the broadcast range of a single terrestrial broadcast television station plus worldwide internet streaming by the television station.
5. Type of License. You can license a Recording for a Project to synchronize with an audio-visual or audio-only Project that incorporates the Recording as well as other elements under one of the following license types:
i. Indie Subscription
ii. Small Business Subscription
This license contains the terms and conditions that apply to each type of license. Your Order indicates the type of license You have purchased. For more information about the terms specific to each type of license please refer to our Subscription Plans page
6. Limitations of Use. The Licensee may not:
(a) Sell, transfer, sublicense, share, give away or otherwise assign the Recording or the rights granted hereunder to any party, except as part of an assignment, sale or transfer of Your rights in the Project.
(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) The License granted herein is personal to You and may not be transferred, sublicensed or assigned without Alibi’s prior written consent; provided, however, that if You are a Small Business Subscriber You may transfer the license to the Small Business client that has paid for You to create a project in which the Recording(s) are used; provided further, that no such transfer shall relieve You of any of Your obligations or liability hereunder; and provided further that the beneficial licensee may not further transfer, sublicense, or assign the License or any rights hereunder to any other party.
(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. If any Project created under this agreement is placed in any media or platform that has an agreement with a Performing Rights Organization (PRO) (in the United States ASCAP, BMI or SESAC) in any jurisidiction, Licensor shall be entitled to receive royalties paid pursuant to said agreement.
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 on 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
10. Payment of License Fees.
In consideration of the rights granted herein, You shall pay Alibi Music the License Fee, as specified in the Subscription license 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.
11. Term and Termination.
(a) This Agreement shall enter into force upon Your acceptance of the terms set forth herein for periods of either one (1) month or twelve (12) months depending on Your chosen payment plan (each such period constitutes a “Subscription Period”) until terminated by You or by Alibi prior to the end of the then-current Subscription Period.
(b) Alibi may immediately restrict, terminate, or suspend Your account in the event of any breach by You of the License granted under this Agreement, or of this Agreement, or any other agreement between You and Alibi.
(c) You acknowledge and agree that any termination pursuant to this Section, shall render any copy, reproduction, exhibition, public display, public performance, digital transmission, and/or other use of the Recording rendered subsequent to such termination as unauthorized and subject to the rights and remedies provided by law, including copyright, and equity. Any termination pursuant to this Section shall be in addition to any other right or remedy which any party may have at law, in equity or under this Agreement.
(d) After termination of this Agreement has taken effect, You are no longer entitled to use and access the Alibi music library and shall return to Alibi, or otherwise destroy or remove from any storage, any and all copies of the music catalog and the Recordings contained therein.
(e) For clarity and subject to Your compliance with the terms herein You may continue to distribute Your Projects provided that Your Projects are completed, uploaded, and published during the term of this Agreement.
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;
(b) Licensee has secured all third party consents, licenses and/or permissions necessary to enter into and perform under this Agreement 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;
(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 shall comply with all applicable laws, rules, regulations and orders (as they may be amended from time to time); and
(g) 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) LICENSEE ACKNOWLEDGES AND AGREES THAT THE ALIBI WEBSITE, ALL SERVICES PROVIDED OR PERFORMED BY ALIBI AND, AS BETWEEN ALIBI (ON THE ONE HAND) AND LICENSEE (ON THE OTHER HAND), THE RECORDING IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, RULES, REGULATIONS OR ORDERS (EXCEPT AS EXPRESSLY SET FORTH IN SECTION (a) above), ALIBI EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN OR ORAL AND WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE RELIABILITY OR PERFORMANCE OF THE SITE OR THE SERVICES PROVIDED OR PERFORMED BY ALIBI, THE RELIABILITY, PERFORMANCE, ACCURACY OR COMPLETENESS OF THE RECORDING OR ANY INFORMATION OR MATERIALS PROVIDED BY ALIBI OR AVAILABLE ON ITS SITE, OR ANY PUBLICATION, PERFORMANCE OR OTHER USE, COMMERCIALIZATION OR EXPLOITATION OF THE RECORDING BY LICENSEE OR ANY THIRD PARTY. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY LICENSEE FROM ALIBI SHALL CREATE ANY WARRANTY ON BEHALF OF ALIBI IN THIS REGARD. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS, SOLELY TO THE EXTENT PROHIBITED BY THE APPLICABLE LAWS OF SUCH JURISDICTIONS.
(c) ALTHOUGH ALIBI WILL IN GOOD FAITH ENDEAVOR TO REMEDY ERRORS IN THE SITE OR ALIBI’S SERVICES, ALIBI SPECIFICALLY DOES NOT WARRANT THAT THE RECORDING, THE SITE OR ALIBI’S SERVICES WILL OPERATE WITHOUT ERROR OR INTERRUPTION OR THAT ALL ERRORS IN THE RECORDING, THE SITE 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 SITE. 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) subject to Section 7, above, any copy, reproduction, publication, exhibition, public performance, digital transmission, or other use, commercialization or exploitation of the Recording by Licensee, the beneficial licensee, or any third party that obtains (or purports to obtain), directly or indirectly, any license, right, title or interest in, to, under or related to the Recording from Licensee, or
(iii) 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) Alibi may maintain professional liability insurance covering any errors, omissions, and negligent acts in the performance or failure to perform under this Agreement. 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 of Liability.
(a) IN NO EVENT SHALL ALIBI OR ANY OF ITS RELATED PARTIES BE LIABLE FOR DAMAGES OF ANY KIND, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, PROPERTY DAMAGE, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SITE, THE CONTENT, OR THE IP; (II) YOUR FAILURE TO KEEP YOUR ACCOUNT INFORMATION SECURE AND CONFIDENTIAL; (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY UNAUTHORIZED, DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OF THE SITE OR ANY THIRD PARTY; OR (IV) ANY DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CIRCUMSTANCES BEYOND ALIBI’S REASONABLE CONTROL. THE LIMITATIONS SPECIFIED IN THIS SECTION ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS WEBSITE USE AGREEMENT AND WILL APPLY WHETHER OR NOT ALIBI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE OR THE CONTENT. IF, NOTWITHSTANDING THE LIMITATIONS SET FORTH IN THIS SECTION, ALIBI IS FOUND TO BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY UNDER ANY LEGAL THEORY, ALIBI’S AGGREGATE LIABILITY TO YOU (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW) SHALL NOT EXCEED THE GREATER OF: (I) ONE HUNDRED DOLLARS ($100.00) OR (II) THE AMOUNT YOU PAID FOR THE APPLICABLE LICENSE FROM ALIBI.
(c) THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF A STATE WITH PROTECTIONS SIMILAR TO CALIFORNIA CIVIL CODE §1542, YOU HEREBY WAIVE SUCH PROVISIONS OR PROTECTIONS.
(d) 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 the Alibi. For purposes of this Subscription 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 Subscription 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 Subscription 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
(d) PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS. Neither You nor 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. Changes To This Subscription License Agreement
Alibi reserves the right to change any of this Subscription License Agreement from time to time, in its sole discretion, and no waiver to any said change shall be effective unless the same is in writing and signed by Alibi. It is Your responsibility to check this Subscription License Agreement regularly to determine if there have been any change(s) and, in the event there has been, that such change(s) are acceptable. Your continued use of the subscription and/or payment of subscription license fes after any and all change(s) shall be deemed Your unconditional acceptance of any and all such change(s). If any such change(s) to this Subscription License Agreement are not acceptable to You, You must immediately refain from further use of Your subscription and notify us at
19.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.
(a) Force Majeure. Notwithstanding anything in this Subscription 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 Subscription 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 Subscription License Agreement shall be held void, voidable, invalid or inoperative, no other provision of this Subscription License Agreement shall be affected as a result thereof and, accordingly, the remaining provisions of this Subscription 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 Subscription 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 Subscription 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 Subscription 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 Subscription 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 Subscription License Agreement are for convenience only and shall not affect its interpretation.
Updated: September 8, 2021