1. Introduction

This License Agreement („Agreement“) describes the terms under which you („Licensee“) are granted certain rights to use the musical works („Works“) made available by Royalty Music („Licensor“) through www.royalty-music.com („Website“). By downloading or otherwise using the Works, you agree to be bound by these terms.

2. Grant of License

2.1 Free Usage: Licensor grants Licensee a non-exclusive, worldwide license to download and use the Works (audio files) in any form of media, including but not limited to videos on YouTube or other content-sharing platforms, solely for lawful purposes.

2.2 Ownership: All rights, title, and interest in and to the Works remain with Licensor. This Agreement does not transfer any ownership rights to Licensee.

2.3 Limitations:

• You may not claim authorship of the Works.
• You may not sell or redistribute the Works as standalone audio files.
• You may not modify, adapt, or create derivative works from the original audio files in a way that misrepresents or disassociates the Works from Licensor’s identity, except when using them as background music or incidental audio in your own creations (e.g., a video project).
• You may not use the Works for any unlawful or defamatory purpose, or in a manner that encourages violence, hatred, discrimination, or other offensive behavior.

3. Content ID and Monetization

3.1 Licensor’s Right to Monetize: Licensor reserves the right to monetize the Works through advertising or other means. This includes, but is not limited to, claiming videos containing the Works on platforms such as YouTube via the Content ID system.

3.2 Effect on Licensee’s Monetization:

• If Licensee is eligible to monetize their content, they acknowledge that any revenue generated by videos containing the Works may be directed to Licensor, per Content ID rules or similar systems.
• Licensee will not receive compensation from Licensor for any monetized use of the Works by Licensor.

3.3 No Liability for Claims: Licensee agrees that the presence of any Content ID claim or third-party monetization on platforms like YouTube, based on the use of the Works, is not grounds for legal action or dispute against Licensor.

4. Termination

4.1 Termination by Licensor: Licensor reserves the right to terminate this Agreement (and thereby the license) at any time if Licensee breaches any of its terms. Upon termination, Licensee must discontinue using the Works and remove them from any media where practicable.

4.2 Survival of Terms: Any provisions that by their nature should survive termination (e.g., disclaimers, limitations of liability, indemnification) shall survive.

5. Disclaimer and Liability

5.1 No Warranty: The Works are provided „as is“ without warranty of any kind, whether express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

5.2 Limitation of Liability: In no event shall Licensor be liable for any direct, indirect, incidental, or consequential damages arising out of or in connection with this Agreement or the Licensee’s use of the Works, even if advised of the possibility of such damages.

6. Indemnification

Licensee agrees to indemnify and hold harmless Licensor from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys‘ fees) arising out of or related to Licensee’s use of the Works in violation of this Agreement.

7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of [Ireland or relevant jurisdiction], without regard to its conflict of laws principles. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Ireland or relevant jurisdiction].

8. Entire Agreement

This Agreement constitutes the entire understanding between Licensor and Licensee regarding the use of the Works, superseding any prior agreements, discussions, or understandings, whether written or oral.

9. Updates to This Agreement

Licensor may update or modify this Agreement at any time. Any changes will be posted on the Website. Continued use of the Works after such changes implies acceptance of the updated terms.