Terms of Use | LoopDigger (Worldwide Edition)

2. MELODIC LOOP WEBSITE LICENSE AGREEMENT AND TERMS OF USE

DISTRIBUTED BY: LoopDigger

PREAMBLE AND RECITALS

THIS MELODIC LOOP WEBSITE LICENSE AGREEMENT AND TERMS OF USE (hereinafter referred to as the “Agreement”) is entered into and shall be deemed effective upon the date of acquisition, download, access, or any form of obtainment (collectively, “Acquisition”) of the audio materials contained herein by any individual, entity, corporation, partnership, limited liability company, or other legal person in any country or territory worldwide (hereinafter referred to as the “Licensee,” “End User,” or “Acquiring Party”).

WHEREAS, the melodic loops, audio samples, sound recordings, and associated digital audio files contained within this website (collectively, the “Loops” or “Licensed Materials”) are proprietary intellectual property subject to copyright protection under: (i) Title 17 of the United States Code and the Copyright Act of 1976, as amended; (ii) the Berne Convention for the Protection of Literary and Artistic Works (as revised at Paris, 1971); (iii) the Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPS Agreement, 1994); (iv) the WIPO Copyright Treaty (WCT, 1996); (v) the WIPO Performances and Phonograms Treaty (WPPT, 1996); (vi) the Rome Convention for the Protection of Performers, Producers of Phonograms and Broadcasting Organisations (1961); (vii) the Beijing Treaty on Audiovisual Performances (2012); (viii) the Marrakesh Treaty (2013); and (ix) all applicable national copyright and neighboring rights statutes in every jurisdiction worldwide;

WHEREAS, LoopDigger (hereinafter referred to as the “Distributor”) serves exclusively in the capacity of a distribution intermediary and expressly disclaims any and all ownership rights, title, or interest in and to the underlying intellectual property embodied within the Loops;

WHEREAS, the original creator(s), composer(s), producer(s), or rights holder(s) of the Loops (hereinafter collectively referred to as the “Sample Maker,” “Original Rights Holder,” or “Licensor”) retain full, complete, and undivided ownership of all intellectual property rights worldwide, including but not limited to copyrights, moral rights, neighboring rights, mechanical rights, synchronization rights, making-available rights, broadcast rights, rental and lending rights, and all derivative rights thereto, in perpetuity and throughout the universe;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I: DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitional Framework

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below, unless the context clearly requires otherwise:

(a) “Commercial Use” shall mean and include, without limitation, any use of the Loops in connection with: (i) works intended for sale, license, or distribution for monetary compensation in any country; (ii) works used in advertising, marketing, promotional, or commercial campaigns worldwide; (iii) works released on streaming platforms, digital service providers (including but not limited to Spotify, Apple Music, YouTube, Amazon Music, Tidal, Deezer, NetEase, JioSaavn, Boomplay, Audiomack, and all equivalents globally), or physical media; (iv) works synchronized to visual media of any kind in any territory; (v) works performed publicly for which performance royalties may be collected by any collecting society worldwide; (vi) works exploited via any technology now known or hereafter devised; and (vii) any other use that directly or indirectly generates revenue, monetary benefit, or commercial advantage in any jurisdiction.

(b) “Non-Commercial Use” shall mean any use that does not fall within the definition of Commercial Use as defined in Section 1.1(a); provided, however, that Non-Commercial Use shall nonetheless require prior written authorization from the Sample Maker pursuant to Article II hereof.

(c) “Derivative Work” shall have the meaning ascribed to such term under 17 U.S.C. § 101 and its equivalents in all jurisdictions worldwide, and shall include any work based upon, incorporating, sampling, interpolating, replaying, or otherwise utilizing any portion of the Loops, regardless of the extent of modification, transformation, or alteration, and regardless of the territory in which such Derivative Work is created, distributed, or exploited.

(d) “Clearance” shall mean the express, written, and legally binding authorization granted by the Sample Maker to the Licensee permitting specific, enumerated uses of the Loops, subject to such terms, conditions, and compensation as may be negotiated between the parties, valid for the territories and duration expressly specified therein.

(e) “Territory” shall mean the entire world, including all nations, territories, dependencies, and jurisdictions on Earth and, to the extent enforceable, beyond.

(f) “Moral Rights” shall mean the rights of attribution and integrity recognized under the laws of France, Germany, India, the European Union, and all other jurisdictions that recognize such rights, including but not limited to the right of the Sample Maker to be identified as the creator of the Loops and the right to object to derogatory treatment thereof.

(g) “Making Available Right” shall mean the right to make the Loops available to the public by wire or wireless means in such a way that members of the public may access them from a place and at a time individually chosen by them, as recognized under the WIPO Copyright Treaty, the EU Copyright Directive (2001/29/EC), and equivalent statutes worldwide.

ARTICLE II: LICENSE RESTRICTIONS AND MANDATORY CLEARANCE REQUIREMENTS

Section 2.1 — Absolute Non-Royalty-Free Status

THE LICENSEE HEREBY ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT THE LOOPS CONTAINED WITHIN THIS WEBSITE ARE EXPRESSLY AND UNEQUIVOCALLY NOT ROYALTY-FREE IN ANY JURISDICTION WORLDWIDE. NO PROVISION OF THIS AGREEMENT, NOR ANY COURSE OF DEALING, TRADE USAGE, OR INDUSTRY CUSTOM IN ANY COUNTRY, SHALL BE CONSTRUED TO GRANT, IMPLY, OR OTHERWISE CREATE ANY ROYALTY-FREE LICENSE, WHETHER EXPRESS OR IMPLIED, TO ANY LOOP CONTAINED HEREIN.

Section 2.2 — Mandatory Clearance Obligation

(h) Prior to ANY and ALL use of any Loop, whether in whole or in part, whether modified or unmodified, whether for Commercial Use or Non-Commercial Use, whether for public or private purposes, in ANY country or territory worldwide, the Licensee SHALL be obligated to contact the Sample Maker directly and obtain express written Clearance authorizing such use.

(i) This mandatory Clearance requirement shall apply, without exception or limitation, to:

(i) Any incorporation of any Loop into any musical composition, sound recording, or audio-visual work, regardless of the country of creation or exploitation;

(ii) Any sampling, interpolation, replay, or re-recording of any Loop or any portion thereof;

(iii) Any modification, transformation, processing, or manipulation of any Loop, including but not limited to time-stretching, pitch-shifting, chopping, reversing, layering, or application of effects;

(iv) Any synchronization of any Loop with visual media of any kind in any territory;

(v) Any public performance, broadcast, podcast, or transmission of any work containing any Loop, via any medium now known or hereafter devised;

(vi) Any distribution, whether physical or digital, of any work containing any Loop, in any country;

(vii) Any use on streaming platforms, digital service providers, or any online platform in any jurisdiction, including but not limited to uploading, streaming, or making available to the public;

(viii) Any use in beat-making, production, or creation of instrumental tracks intended for sale, lease, or license to recording artists or other third parties anywhere in the world;

(ix) Any use in educational, demonstrational, or portfolio contexts;

(x) Any use in AI training datasets, machine learning models, or generative systems of any kind;

(xi) Any other use whatsoever, regardless of whether such use is specifically enumerated herein.

(j) The obligation to obtain Clearance is absolute, unconditional, and non-waivable under the laws of any jurisdiction. No exception shall be made for de minimis use, fair use, fair dealing, private copying exceptions, or any other limitation or exception to copyright that might exist under the laws of any country.

Section 2.3 — Clearance Procedure

The Licensee shall contact the Sample Maker through such contact information as may be provided with the website. The Licensee shall provide the Sample Maker with: (i) the specific Loop(s) intended for use; (ii) a detailed description of the intended use and all territories of exploitation; (iii) samples or demonstrations of the proposed Derivative Work; (iv) information regarding the commercial nature and projected distribution of the work; (v) the proposed release date and all platforms and formats of exploitation; and (vi) any other information reasonably requested by the Sample Maker. Clearance must be obtained separately for each distinct use, territory, and medium.

Section 2.4 — Moral Rights

To the maximum extent permitted by law in each applicable jurisdiction, the Licensee agrees not to make any use of the Loops that would infringe, violate, or derogate the Sample Maker’s Moral Rights. In jurisdictions where Moral Rights cannot be waived or assigned (including but not limited to France, Germany, Belgium, Spain, Italy, and India), the Licensee agrees to always credit the Sample Maker as the original creator of the Loops in any Derivative Work, and not to make any derogatory treatment of the Loops that would harm the Sample Maker’s honor or reputation.

Section 2.5 — Making Available and Digital Exploitation

Any making available of any Loop or Derivative Work via the internet, streaming services, download platforms, or any other digital network — in any country — constitutes a use requiring Clearance under this Agreement and under the Making Available Right recognized in the WIPO Copyright Treaty and applicable national implementations thereof, including but not limited to the EU Information Society Directive (2001/29/EC), the UK Copyright, Designs and Patents Act 1988 (as amended), the Indian Copyright Act 1957 (as amended), and equivalent statutes worldwide.

ARTICLE III: OWNERSHIP, TITLE, AND INTELLECTUAL PROPERTY RIGHTS

Section 3.1 — Retention of Rights by Sample Maker

All right, title, and interest in and to the Loops, including without limitation all copyrights, moral rights, neighboring rights, making-available rights, broadcast rights, rental and lending rights, and all other intellectual property rights embodied therein, throughout the Territory and in perpetuity, are and shall remain the sole and exclusive property of the Sample Maker. Nothing in this Agreement shall be construed as a transfer, assignment, or conveyance of any ownership interest in the Loops to the Licensee, the Distributor, or any third party.

Section 3.2 — Distributor’s Limited Role

The Licensee expressly acknowledges and agrees that LoopDigger (the Distributor) acts solely as a distribution intermediary and does not own, control, or have any proprietary interest in the Loops in any jurisdiction. The Distributor makes no representations or warranties regarding the availability of Clearance, the terms upon which Clearance may be granted, or the willingness of the Sample Maker to grant Clearance for any particular use in any territory.

Section 3.3 — No Implied Licenses

No license, right, or interest in the Loops is granted to the Licensee by implication, estoppel, or operation of law in any jurisdiction. The only rights granted are those expressly set out in a duly executed Clearance agreement signed by the Sample Maker. The absence of any explicit prohibition shall not be construed as a grant of permission.

ARTICLE IV: DISCLAIMER OF LIABILITY AND INDEMNIFICATION

Section 4.1 — Distributor’s Disclaimer of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN ANY JURISDICTION, LOOPDIGGER (THE DISTRIBUTOR) SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH: (A) ANY UNAUTHORIZED USE, MISUSE, OR INFRINGEMENT OF THE LOOPS BY THE LICENSEE OR ANY THIRD PARTY IN ANY COUNTRY; (B) ANY FAILURE BY THE LICENSEE TO OBTAIN PROPER CLEARANCE PRIOR TO USE OF THE LOOPS IN ANY TERRITORY; (C) ANY CLAIM, DEMAND, ACTION, OR PROCEEDING BROUGHT BY THE SAMPLE MAKER, ANY COLLECTING SOCIETY (INCLUDING BUT NOT LIMITED TO ASCAP, BMI, SESAC, PRS, SOCAN, APRA AMCOS, IMRO, SACEM, GEMA, SIAE, PPL, OR ANY EQUIVALENT BODY WORLDWIDE), ANY PUBLISHER, OR ANY OTHER RIGHTS HOLDER AGAINST THE LICENSEE IN ANY JURISDICTION; (D) ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY; OR (E) ANY OTHER MATTER RELATING TO THE LOOPS, THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 4.2 — Assumption of Risk

The Licensee assumes all risk associated with the use of the Loops in every jurisdiction. The Licensee acknowledges that unauthorized use of the Loops may result in claims for copyright infringement, statutory damages under 17 U.S.C. § 504, and equivalent remedies under the laws of any country, including but not limited to additional damages under the UK CDPA 1988, flagrant infringement damages under the Australian Copyright Act 1968, enhanced damages under India’s Copyright Act 1957, and such other remedies as may be available at law or in equity in any jurisdiction.

Section 4.3 — Indemnification

The Licensee shall indemnify, defend, and hold harmless LoopDigger (the Distributor), and its officers, directors, employees, agents, successors, and assigns, from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and costs in any jurisdiction) arising out of or in connection with: (i) the Licensee’s breach of this Agreement; (ii) the Licensee’s unauthorized use of the Loops in any territory; (iii) any claim that the Licensee’s use of the Loops infringes or violates the rights of any third party under the laws of any jurisdiction; or (iv) any enforcement action, takedown, or collection proceeding initiated by any rights holder or collecting society worldwide as a result of the Licensee’s use of the Loops.

ARTICLE V: REPRESENTATIONS AND WARRANTIES

Section 5.1 — Licensee’s Representations

By acquiring the website, the Licensee represents and warrants that:

(k) The Licensee has read, understands, and agrees to be bound by all terms and conditions of this Agreement, which applies to the Licensee regardless of the country in which the Licensee is located or the country in which any use of the Loops occurs;

(l) The Licensee understands that the Loops are not royalty-free in any jurisdiction worldwide, and that Clearance must be obtained prior to any and all uses in any territory;

(m) The Licensee has the legal capacity to enter into this Agreement under the laws of their jurisdiction;

(n) The Licensee shall not use the Loops in any manner that violates applicable law in any jurisdiction or the rights of any third party;

(o) The Licensee acknowledges that this Agreement has worldwide effect and that any use of the Loops without Clearance in any country constitutes a breach of this Agreement and an infringement of the Sample Maker’s rights enforceable in that country.

Section 5.2 — Disclaimer of Warranties by Distributor

THE SAMPLE PACK AND LOOPS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, UNDER THE LAWS OF ANY JURISDICTION.

ARTICLE VI: GENERAL PROVISIONS

Section 6.1 — Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United States of America, including applicable federal copyright law. LoopDigger reserves the right, at its sole discretion, to bring enforcement proceedings in any jurisdiction where infringement occurs. The Licensee irrevocably submits to the non-exclusive jurisdiction of the courts of any country in which: (i) the Licensee is domiciled; (ii) the Licensee’s use of the Loops takes place; or (iii) the Loops are made available, distributed, or exploited. Nothing in this Section shall limit the Sample Maker’s or Distributor’s right to bring proceedings in any other competent court.

Section 6.2 — International Enforcement

The parties expressly acknowledge that this Agreement is intended to have worldwide effect and that any breach hereof may be actionable simultaneously in multiple jurisdictions. The Licensee agrees that injunctive relief may be sought without bond in any jurisdiction where infringement occurs, in addition to any monetary remedies available. The Licensee waives any objection to the laying of venue of any such proceedings in any competent court worldwide.

Section 6.3 — Compliance with Local Law

The Licensee is solely responsible for ensuring that their use of the Loops complies with all applicable laws and regulations in every jurisdiction in which such use takes place, including but not limited to copyright law, neighboring rights law, performance rights obligations, and any registration or reporting requirements imposed by local collecting societies or regulatory bodies.

Section 6.4 — Data Protection

LoopDigger processes personal data in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR), the UK GDPR, India’s Digital Personal Data Protection Act 2023, the California Consumer Privacy Act (CCPA), and equivalent statutes worldwide. By using the Services, the Licensee consents to such processing as described in LoopDigger’s Privacy Policy.

Section 6.5 — Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions in that jurisdiction and of all provisions in all other jurisdictions shall not in any way be affected or impaired thereby. Any invalid provision shall be modified to the minimum extent necessary to make it enforceable.

Section 6.6 — Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, with respect to such subject matter.

Section 6.7 — Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by LoopDigger in exercising any right, power, or remedy shall operate as a waiver thereof in any jurisdiction.

Section 6.8 — Amendment

This Agreement may not be amended, modified, or supplemented except by a written instrument signed by LoopDigger and the Sample Maker.

Section 6.9 — Language

This Agreement is executed in the English language, which shall be the controlling language for all purposes. Any translation of this Agreement into any other language is provided for convenience only and shall have no legal effect.

Section 6.10 — Acceptance

BY DOWNLOADING, ACCESSING, OR OTHERWISE ACQUIRING THE SAMPLE PACK, THE LICENSEE ACKNOWLEDGES THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS IN EVERY JURISDICTION WORLDWIDE.

DISTRIBUTED BY: LoopDigger

This document does not constitute legal advice. Parties are encouraged to seek independent legal counsel in their applicable jurisdictions regarding their rights and obligations.

Terms of Use — Worldwide Edition

1. General Terms