This License Agreement (“Agreement”) is a binding contract between you, as either an individual or an Entity (defined as "Producer"), and Palisade Hills. By purchasing this license, you are consenting to be bound by these terms.
1. LICENSE. Subject to your full and ongoing compliance with the terms and conditions of this Agreement, including, without limitation, payment of all applicable license fees, Palisade Hills grants to you, and you accept, a non-exclusive, non-transferable, non-sublicensable license to incorporate the audio ("Intellectual Property") described on Producer's receipt for a single project ("Production") use only and to use and authorize others to use the Intellectual Property as so incorporated in the Production in the distribution, sale, licensing, marketing, advertising, promotion, merchandising, exhibition, and other exploitation of the Production, in perpetuity, royalty-free, worldwide in any media. All other rights are reserved by Palisade Hills.
2. COPYRIGHT AND OWNERSHIP. Palisade Hills warrants and represents that Palisade Hills has the right to grant all rights granted herein and Producer's use of the Intellectual Property as permitted herein will not infringe on the rights of any third party.
3. FEES. The license fees for the Intellectual Property are set forth on the Producer's receipt and are due and payable in full at the time of execution of this Agreement. Producer expressly agrees that the license terms herein shall be valid only after Producer has made payment in full and such payment has cleared. Producer's non-attributed and/or commercial use of the intellectual Property without completing full payment of the License Fees shall constitute a material breach of this Agreement. By accepting this Agreement, you fully understand and agree that once license fee payment is made to Palisade Hills you will have no recourse for receiving a refund of any part of the fees.
4. LIMITATION ON LIABILITY. Except to the extent required by applicable law, in no event will Palisade Hills be liable to Producer on any legal theory for any special, incidental, consequential, punitive or exemplary damages arising out of this license or the use of the Intellectual Property.
5. TERMINATION. Palisade Hills shall have the right to terminate this Agreement and Producer's right to use the Intellectual Property immediately upon Producer's breach of this Agreement.
6. DISAGREEMENTS. Any disagreements, Palisade Hills and Producer will settle by binding informal arbitration.
a. Producer cannot claim to be the composer of Intellectual Property. Producer cannot claim the Intellectual Property using YouTube Content ID System. Producer cannot re-license or distribute Intellectual Property as is.
b. Palisade Hills cannot guarantee or warranty that YouTube Content ID System will not send the "Matched Third Party Content" message. Palisade Hills has no association with YouTube or their Content ID System.
c. When applicable, do not include the name of this Intellectual Property on the cue sheets to ensure royalty-free use.
d. If any provision of this License is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this License without further action by the parties to this agreement. Such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.