Headzone Records License Agreement

Introduction

This License Agreement (“Agreement”) is between Headzone Records, LLC (“Headzone Records” or “Licensor”) and you (“Licensee”), which may be a business entity, company, individual, or other legal entity acting on its own behalf or through a legal representative.

All audio recordings, including the underlying musical works, purchased or otherwise obtained from Headzone Records (“Audio Files”) remain the sole property of Headzone Records and are licensed, not sold, to Licensee. All rights not expressly granted in this Agreement are reserved by Headzone Records.

By purchasing a Basic License, Standard License, or Extended License from Headzone Records or its authorized resellers, affiliates, or partners, Licensee agrees to be bound by the terms and conditions set out in this Agreement.

1. Definitions

• Audio File(s): A sound recording (including the underlying musical work) available for license from Headzone Records.
• Music License: The legal permission to use an Audio File for personal or commercial purposes in accordance with this Agreement.
• Project / End Product: A single media or audio/visual work to which the Audio File is synchronized, including all versions, trailers, updates, re-releases, and variations under the same title.
• Territory: Worldwide, unless otherwise specified.
• Basic License: Authorizes personal use on a single Licensee-owned channel per platform (YouTube, Facebook, Instagram, TikTok). Suitable for personal videos or podcasts.
• Standard License: Authorizes commercial use across multiple online platforms and social media. Suitable for freelancers, agencies, or businesses producing commercial content or online advertising. Includes public performance rights for live or online sessions with an audience of up to 50 people.
• Extended License: Authorizes all Standard License uses plus offline, broadcast, and large-scale distribution, including television, film, apps, video games, theatrical releases, and large public performances with an audience of up to 20,000 people.

2. Grant of License

Subject to the terms and conditions of this Agreement, Headzone Records grants Licensee a limited, non-exclusive, non-transferable, worldwide, perpetual right to use the licensed Audio File in accordance with the License tier purchased. Unless otherwise expressly stated, Licensee may use the Audio File in an unlimited number of Projects under the purchased License type.

3. Permitted Uses by License Type

Licensee may use Audio Files as background music or synchronized audio in the following types of Projects, according to the License purchased:

Basic License

• Online streaming on platforms such as YouTube, Vimeo, Facebook, Instagram, TikTok, LinkedIn, Twitch, iTunes, etc., limited to Licensee’s single channel per platform.
• Live streams, podcasts, websites, and webpage background audio (personal/non-commercial use where applicable).
• Slideshows, multimedia presentations, and educational material.
• No public performance rights are included.

Standard License

• All Basic License rights (subject to the Basic License restrictions described above).
• Online marketing campaigns.
• Online advertising & commercials, tutorials, sponsored videos or podcasts.
• Streaming television and radio shows (programs, news, documentaries, talk shows, etc.); digital apps and platforms (for example, Amazon, HBO, Netflix, Hulu, Showtime, Amazon Prime) subject to distributor/platform terms.
• Streamed radio commercials & advertising.
• Live public performances (in-person or online) with an audience of up to 50 people.

Extended License

• All Standard License rights.
• TV/Radio advertisements.
• Video/film productions (independent and student projects).
• Applications & video games (computer and console).
• Educational material and audiobooks.
• Satellite or cable broadcast television or radio programs (news, documentaries, TV series, talk shows, etc.).
• Satellite broadcast radio commercials & advertising.
• Commercial theatrical releases.
• Film and theatrical festivals (student and professional).
• Any other commercial or non-commercial use intended to synchronize the Audio File to a visual image or to use the Audio File as background audio in multimedia content.
• Live public performances (in-person or online) with an audience of up to 20,000 people.

4. Restrictions

Licensee may not:

• Transfer, sublicense, sell, resell, present, lease, lend, distribute, share, make available for download, or otherwise transfer the Audio File to any third party except as incorporated in a Project delivered to an end user under the terms of this Agreement.
• Grant any third party the right to use the Audio File outside the scope of the purchased License.
• Create or release new musical works derived from the Audio File for distribution as standalone musical compositions (e.g., albums, singles) without prior written permission from Headzone Records.
• Include the Audio File as a standalone track in music compilation albums, CDs/DVDs, or similar products where the Audio File is provided as a discrete, downloadable, or extractable element.
• Redistribute the Audio File as part of templates (website, video, slideshow, e-card templates, etc.) that are then offered for resale or distribution to multiple end users.
• Use the Audio File in on-hold music systems or similar setups sold or provided to multiple third-party clients.
• Use or distribute the Audio File as a ringtone.
• Use the Audio File in any medium or in any manner not expressly permitted under the purchased License without Headzone Records’s prior written consent.

5. Editing and Derivative Works

Licensee may edit, modify, alter, loop, crop, fade, or otherwise adapt the Audio File to fit the requirements of a Project. Any such modifications are permitted solely for use within the scope of this License. Creating a derivative work does not confer ownership of the original Audio File or grant Licensee any rights beyond those expressly provided in this Agreement.

6. Termination

If the purchase is canceled, reversed, or refunded for any reason, all rights granted to Licensee under this Agreement terminate immediately. Upon termination, Licensee must cease all use of the Audio File and destroy all copies in Licensee’s possession or control.

7. Representations & Warranties

Headzone Records represents and warrants that it has the legal authority to grant the rights described in this Agreement and has obtained any necessary permissions from copyright owners or their authorized representatives.

8. Limitation of Liability

To the fullest extent permitted by law, Headzone Records’s total aggregate liability to Licensee or any third party claiming through Licensee, arising out of or related to this Agreement shall not exceed the amount actually paid by Licensee to Headzone Records for the relevant Audio File. Licensee’s sole remedy shall be a refund of the purchase price for the License. This limitation applies in contract, tort (including negligence), strict liability, and any other legal theory.

9. Indemnification

Licensee agrees to indemnify, defend and hold harmless Headzone Records, its officers, directors, employees, agents and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of Licensee’s breach of this Agreement or Licensee’s use of the Audio File outside the scope of the License granted.

10. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior agreements and understandings.
• Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Amendment: Headzone Records may update the form of this Agreement from time to time; however, the terms applicable to any License purchase shall be those in effect at the time of purchase unless otherwise agreed in writing.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, USA, without regard to its conflict of laws provisions.

If your intended use is not listed or you require different audience limits, please contact Headzone Records to request a custom license.