Ocean Blue

• Basic License - MP3 Only (44.1kHz at 320kbps)
• Standard & Premium - MP3 + WAV (48kHz at 24bit)
• Single License - One Time Use
• Monthly Subscription - All Access Limited Download
• Yearly Subscription - All Access Unlimited Download
• After Purchase - Instant Download Files & License Key

Overview

This License Agreement (the “Agreement”), having been made on and effective as of purchase date (the “Effective Date”) by and between Blue Sparrow Music (the “Producer” or “Licensor”); and you, The Customer Name (“You” or “Licensee”), residing at The Customer Address, sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music track entitled Track Name (the “Music Track”) in consideration for Licensee’s payment, on a so-called “License Name” basis.

This Agreement is issued solely in connection with and for Licensee use of the Music Track pursuant and subject to all terms and conditions set forth herein.

1. Definition

2. The following defined terms shall have the following meanings under this Agreement:

• “Music Track” means each and every music contained in the Blue Sparrow Music music catalog on https://bluesparrowmusic.blue.
• “Recordings” means each and every sound recording contained in the Blue Sparrow Music catalog on https://bluesparrowmusic.blue. 
• “Subscription” means the music service subscription offered by Blue Sparrow Music, and the right to use the Recordings in accordance with the terms set forth in this Agreement, granting access to the entire catalog of music on our website.
• “Limited Download” as detailed and stated on our website, under our subscription plan, the Licensee may download a limited amount of our Music Track as part of Blue Sparrow Music Monthly Subscription Plan.
• “Unlimited Download” as detailed and stated on our website, under our subscription plan, the Licensee may download an unlimited amount of our Music Track as part of Blue Sparrow Music Yearly Subscription Plan.
• “License Type or Tiers” refers to our Basic, Standard, Premium, license tiers.
• “Pay-Per-Use License or Needle Drop Music” grants the end user, you the licensee, a one-time use of our music track under the (Basic License, Standard License, Premium License) Please refer to Section 4. 

1. License Fee

2. The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Music Track are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

3. The Services & Delivery

4. The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Music Track are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

• allow Licensee to browse and listen to on the Website;
• allow Licensee, under the applicable/selected License, to download from the Website for use in your Project(s);
• permit Licensee, subject to Section 5 (License Grant and Restrictions), to use in your Project(s).

1. Licensor agrees to deliver the Music Track as a high-quality file, as such terms are understood in the music industry. Licensor shall use commercially reasonable efforts to deliver the Music Track to Licensee immediately after payment of the License Fee is made. Licensee also will receive the Music Track downloadable link via email, to the email address Licensee provided to Licensor.

2. Licenses

3. As part of the Services and subject to Section 5 (Limitations and Restrictions) and/or this Agreement, Licensor grants Licensee a non-exclusive, worldwide, non-transferable, non-sublicensable, right to use, download, modify, in whole or in part, the Music Track(s), solely in accordance with the terms and conditions of this Agreement and the applicable License you choose to purchase..
4. Licensor offers you the choice of one of the three (3) Licenses, namely the Basic License, Standard License and Premium License (as defined below), that permits you to download and use Music Track available on the Website, for your Project. Each License (as defined below) shall be granted in perpetuity. The features and details of each License are as follows:

• This License Tier grants our End User (Licensee) to use the Music Track for:
  Personal Use: (Video & Media: Video Blog, Video & Audio Podcast, YouTube Videos, Gaming Videos, Twitch, Vimeo, Facebook, Instagram, TikTok)

1. Standard License: This License allows you to download and use one (1) Music Track, for a one-off licensing fee (as detailed on the Website);

• This License Tier grants our End User (Licensee) to use the Music Track for:
  Personal Use: (Video & Media: Video Blog, Video & Audio Podcast, YouTube Videos, Gaming Videos, Twitch, Vimeo, Facebook, Instagram, TikTok)
  Website: (Music Background)
  Physical/Digital End Product: (Apps, Games, Softwares, Online Courses, DVDs, Audiobooks)
  Freelance, Work, Business: (Freelance Work, Small Businesses)

1. Premium License: This License allows you to download and use one (1) Music Track, for a one-off licensing fee (as detailed on the Website);

• This License Tier grants our End User (Licensee) to use the Music Track for:
  Personal Use: (Video & Media: Video Blog, Video & Audio Podcast, YouTube Videos, Gaming Videos, Twitch, Vimeo, Facebook, Instagram, TikTok)
  Website: (Music Background)
  Physical/Digital End Product: (Apps, Games, Softwares, Online Courses, DVDs, Audiobooks)
  Freelance, Work, Business: (Freelance Work, Small Businesses)
  Enterprises & Companies: (Major Companies, Corporation, Enterprises)
  TV, Ads & Commercials: (TV Series, Advertisements and Commercials)
  Radio & Broadcasting: (Stingers, Bumpers, Jingles, Voice Over)
  Music On Hold (MOH): (Telephone Background, Hotels, Dental Clinics, Spa)
  Film, Documentary & Theaters: (Indie Films & Major Film Production, Animations, Weddings, Discovery, Public Theaters)
  Video On Demand, Over-The-Top (VOD, OTT): (Netflix, Hulu, Amazon: Prime Video, Disney, Over-The-Top)
  Public Performances: (Resto, Bars, Shops, Gyms, Zumba, Spa, Cafe, Hotels, Festivals, Weddings, etc.)

1. The Licensor gives Licensee the right to make reasonable use of the Musical Tracks available on the Website, and does not limit the number of Projects in which you are entitled to integrate and/or synchronize the Music Tracks you download from the Website. With the exception of the “Premium License”, such projects are not meant to be sold to several clients for their commercial usage.
2. The Licensor shall provide Licensee with a license activation key for each Music Track that you download and purchase from the Website.
3. For the avoidance of doubt, you may use our Music Track in videos which are posted on Facebook, but you must not register the Music Track with the Facebook rights manager service.
4. All rights not expressly granted to you by Licensor are hereby reserved.

5. Limitation & Restrictions

6. Except if expressly permitted under the Services and Licenses of this Agreement, you shall not:

• redistribution of as a music track “as-is”,
• use the Music Tracks in applications or software that produces or generates videos,
• adding vocals and reselling as a song,
• use the Music Tracks in audio podcasts, audiobooks, meditation soundtracks and Projects that contain only audio material,
• make any re-mixes with the Music Tracks,
• falsely represent, expressly or impliedly, that you are the original creator/owner/author of the Music Tracks,
• use the Music Tracks and any derivative work containing the Music Tracks, in whole or in part, in any other stock product, library, collection, or database for distribution or resale
• use the Music Tracks in Projects that promote violence, hate, discrimination, illegal activity, cruelty and/or harmful content, pornography
• permit a third party to use or copy the Music Track(s)
• make the Music Tracks available and/or distribute, resell, or perform the Music Tracks separately from the Project into which the Music Tracks has been incorporated
• use the Services for any purpose not expressly permitted by this Agreement or the applicable License.

1. Except if expressly permitted under the Services and Licenses of this Agreement, you shall not:
2. Licensor reserves its full right to determine at its sole discretion whether the use of a Music Track constitutes a violation of this Section. In such an event, Licensor may demand that you immediately cease using any of the Music Track(s), Website and/or Services.

3. Ownership & Intellectual Property Rights

4. The Producer holds all copyrights and neighboring rights in and to the music catalog and is the sole rights holder in respect of the Music Tracks.
5. You hereby acknowledge that you do not acquire any proprietary rights as a result of this Agreement in relation to any Music Tracks. The Music Tracks are the sole property of the Producer.

6. Warranties, Representations & Indemnification

7. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The music track, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
8. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.
9. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee.
10. The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which was not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.
11. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment;
12. provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall the Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

13. Liabilities

14. Subject to the liability limitations set forth below, each of the parties will be liable for any direct damages incurred by the non-breaching party as a result of the breaching party’s breach and/or failure to perform its obligations under the Agreement.
15. EXCEPT AS NOTED BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS.
16. IN NO CASE WILL BLUE SPARROW MUSIC BE LIABLE TO YOU FOR DAMAGES THAT CORRESPOND TO A HIGHER VALUE THAN ALL LICENSE FEE AMOUNTS RECEIVED BY BLUE SPARROW MUSIC FROM YOU DURING THE TERM OF THIS AGREEMENT PRIOR TO THE TIME SUCH DAMAGE AROSE.
17. The above limitations of liability do not apply with respect to damage occasioned by fraud, willful misconduct, or gross negligence of a party.

18. Assignment

19. You may not wholly or partially assign or pledge any of its rights and/or obligations under this Agreement without Licensor prior written consent. Licensor 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.

20. Applicable Law

21. This Agreement shall be governed by and construed under the laws of Montreal, Quebec, Canada without regard to any conflict of law provision.

Overview

The terms set forth in this all access Subscription License (this “Agreement”) apply to the use of the subscription service provided by Blue Sparrow Music (the “Producer” or “Licensor”), a Canadian sole proprietor company with its principal office located in Montreal, Quebec, Canada; and you, The Customer Name (“You” or “Licensee”), residing at The Customer Address, sets forth the terms and conditions of the Licensee’s use, and the rights granted in, the Producer’s instrumental music track entitled Track Name (the “Music Track”) in consideration for Licensee’s payment, on a so-called “License Name” basis.

By clicking “I agree” or otherwise signifying your acceptance of these terms and conditions (the “Agreement”) you are agreeing to be legally bound by this Agreement, and the Terms & Conditions, and the Privacy Policy, all of which are available on the Blue Sparrow Music website and incorporated herein by reference.

This Agreement grants you the right to use the Recordings in an audio-visual or audio-only work, created for the purpose to be used and distributed in accordance with the terms below.

1. Definitions

2. The following defined terms shall have the following meanings under this Agreement:

• “Music Track” means each and every music contained in the Blue Sparrow Music music catalog on https://bluesparrowmusic.blue.
• “Recordings” means each and every sound recording contained in the Blue Sparrow Music catalog on https://bluesparrowmusic.blue. 
• “Subscription” means the music service subscription offered by Blue Sparrow Music, and the right to use the Recordings in accordance with the terms set forth in this Agreement, granting access to the entire catalog of music on our website.
• “Limited Download” as detailed and stated on our website, under our subscription plan, the Licensee may download a limited amount of our Music Track as part of Blue Sparrow Music Monthly Subscription Plan.
• “Unlimited Download” as detailed and stated on our website, under our subscription plan, the Licensee may download an unlimited amount of our Music Track as part of Blue Sparrow Music Yearly Subscription Plan.
• “License Type or Tiers” refers to our Basic, Standard, Premium, license tiers.
• “Pay-Per-Use License or Needle Drop Music” grants the end user, you the licensee, a one-time use of our music track under the (Basic License, Standard License, Premium License) Please refer to Section 4. 

1. Subscription License Fee

2. The Licensee shall make payment of the Subscription License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Music Track are conditional upon Licensee’s timely payment of the Subscription License Fee. The Subscription License Fee is a recurring payment (Monthly or Yearly) for the rights granted to Licensee and this Agreement is not valid until the Subscription License Fee has been paid.

3. The Services & Delivery

4. The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Music Track are conditional upon Licensee’s timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee and this Agreement is not valid until the License Fee has been paid.

• allow Licensee to browse and listen to on the Website;
• allow Licensee, under the applicable/selected License, to download from the Website for use in your Project(s);
• permit Licensee, subject to Section 5 (License Grant and Restrictions), to use in your Project(s).

1. Licensor agrees to deliver the Music Track as a high-quality file, as such terms are understood in the music industry. Licensor shall use commercially reasonable efforts to deliver the Music Track to Licensee immediately after payment of the License Fee is made. Licensee also will receive the Music Track downloadable link via email, to the email address Licensee provided to Licensor.

2. Licenses

3. As part of the Services and subject to Section 5 (Limitations and Restrictions) and/or this Agreement, Licensor grants Licensee a non-exclusive, worldwide, non-transferable, non-sublicensable, right to use, download, modify, in whole or in part, the Music Track(s), solely in accordance with the terms and conditions of this Agreement and the applicable License you choose to purchase..
4. Licensor offers you the choice of one of the three (3) Licenses, namely the Basic License, Standard License and Premium License (as defined below), that permits you to download and use Music Track available on the Website, for your Project. Each License (as defined below) shall be granted in perpetuity. The features and details of each License are as follows:

• This License Tier grants our End User (Licensee) to use the Music Track for:
  Personal Use: (Video & Media: Video Blog, Video & Audio Podcast, YouTube Videos, Gaming Videos, Twitch, Vimeo, Facebook, Instagram, TikTok)

1. Standard License: This License allows you to download and use one (1) Music Track, for a one-off licensing fee (as detailed on the Website);

• This License Tier grants our End User (Licensee) to use the Music Track for:
  Personal Use: (Video & Media: Video Blog, Video & Audio Podcast, YouTube Videos, Gaming Videos, Twitch, Vimeo, Facebook, Instagram, TikTok)
  Website: (Music Background)
  Physical/Digital End Product: (Apps, Games, Softwares, Online Courses, DVDs, Audiobooks)
  Freelance, Work, Business: (Freelance Work, Small Businesses)

1. Premium License: This License allows you to download and use one (1) Music Track, for a one-off licensing fee (as detailed on the Website);

• This License Tier grants our End User (Licensee) to use the Music Track for:
  Personal Use: (Video & Media: Video Blog, Video & Audio Podcast, YouTube Videos, Gaming Videos, Twitch, Vimeo, Facebook, Instagram, TikTok)
  Website: (Music Background)
  Physical/Digital End Product: (Apps, Games, Softwares, Online Courses, DVDs, Audiobooks)
  Freelance, Work, Business: (Freelance Work, Small Businesses)
  Enterprises & Companies: (Major Companies, Corporation, Enterprises)
  TV, Ads & Commercials: (TV Series, Advertisements and Commercials)
  Radio & Broadcasting: (Stingers, Bumpers, Jingles, Voice Over)
  Music On Hold (MOH): (Telephone Background, Hotels, Dental Clinics, Spa)
  Film, Documentary & Theaters: (Indie Films & Major Film Production, Animations, Weddings, Discovery, Public Theaters)
  Video On Demand, Over-The-Top (VOD, OTT): (Netflix, Hulu, Amazon: Prime Video, Disney, Over-The-Top)
  Public Performances: (Resto, Bars, Shops, Gyms, Zumba, Spa, Cafe, Hotels, Festivals, Weddings, etc.)

1. The Licensor gives Licensee the right to make reasonable use of the Musical Tracks available on the Website, and does not limit the number of Projects in which you are entitled to integrate and/or synchronize the Music Tracks you download from the Website. With the exception of the “Premium License”, such projects are not meant to be sold to several clients for their commercial usage.
2. The Licensor shall provide Licensee with a license activation key for each Music Track that you download and purchase from the Website.
3. For the avoidance of doubt, you may use our Music Track in videos which are posted on Facebook, but you must not register the Music Track with the Facebook rights manager service.
4. All rights not expressly granted to you by Licensor are hereby reserved.

5. Limitations & Restrictions

6. Except if expressly permitted under the Services and Licenses of this Agreement, you shall not:

• redistribution of as a music track “as-is”,
• use the Music Tracks in applications or software that produces or generates videos,
• adding vocals and reselling as a song,
• use the Music Tracks in audio podcasts, audiobooks, meditation soundtracks and Projects that contain only audio material,
• make any re-mixes with the Music Tracks,
• falsely represent, expressly or impliedly, that you are the original creator/owner/author of the Music Tracks,
• use the Music Tracks and any derivative work containing the Music Tracks, in whole or in part, in any other stock product, library, collection, or database for distribution or resale
• use the Music Tracks in Projects that promote violence, hate, discrimination, illegal activity, cruelty and/or harmful content, pornography
• permit a third party to use or copy the Music Track(s)
• make the Music Tracks available and/or distribute, resell, or perform the Music Tracks separately from the Project into which the Music Tracks has been incorporated
• use the Services for any purpose not expressly permitted by this Agreement or the applicable License.

1. Except if expressly permitted under the Services and Licenses of this Agreement, you shall not:
2. Licensor reserves its full right to determine at its sole discretion whether the use of a Music Track constitutes a violation of this Section. In such an event, Licensor may demand that you immediately cease using any of the Music Track(s), Website and/or Services.

3. Ownership & Intellectual Property Rights

4. The Producer holds all copyrights and neighboring rights in and to the music catalog and is the sole rights holder in respect of the Music Tracks.
5. You hereby acknowledge that you do not acquire any proprietary rights as a result of this Agreement in relation to any Music Tracks. The Music Tracks are the sole property of the Producer.

6. Warranties, Representations & Indemnification

7. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Beat fits the particular creative use or musical purpose intended or desired by the Licensee. The music track, its sound recording, and the underlying musical composition embodied therein are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.
8. Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander.
9. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the New Song hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the New Song by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee.
10. The licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which was not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.
11. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys’ fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment;
12. provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall the Artist be entitled to seek injunctive or any other equitable relief for any breach or non-compliance with any provision of this agreement.

13. Liability

14. Subject to the liability limitations set forth below, each of the parties will be liable for any direct damages incurred by the non-breaching party as a result of the breaching party’s breach and/or failure to perform its obligations under the Agreement.
15. EXCEPT AS NOTED BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS.
16. IN NO CASE WILL BLUE SPARROW MUSIC BE LIABLE TO YOU FOR DAMAGES THAT CORRESPOND TO A HIGHER VALUE THAN ALL LICENSE FEE AMOUNTS RECEIVED BY BLUE SPARROW MUSIC FROM YOU DURING THE TERM OF THIS AGREEMENT PRIOR TO THE TIME SUCH DAMAGE AROSE.
17. The above limitations of liability do not apply with respect to damage occasioned by fraud, willful misconduct, or gross negligence of a party.

18. Assignment

19. You may not wholly or partially assign or pledge any of its rights and/or obligations under this Agreement without Licensor prior written consent. Licensor 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.

20. Applicable Law

21. This Agreement shall be governed by and construed under the laws of Montreal, Quebec, Canada without regard to any conflict of law provision.

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