AGREEMENT between Scorpion Soundworks, LLC, referred to as “Scorpion,” and the purchaser of musical compositions from scorpionsoundworks.com and Scorpion Soundworks, LLC, referred to as “Licensee.”  If you have purchased and/or downloaded music from this site, then you are the Licensee.

Recitals

            Scorpion is the owner of musical compositions and recordings Licensee is purchasing, referred to as the “Property.”  The Licensee desires to acquire from Scorpion the conditional right and license to use the Property in a commercial production or for commercial use Licensee desires to produce and distribute, on the terms set forth in this Agreement.

Grant of License

            1.         Scorpion grants the Licensee the conditional right and license to use the Property in conjunction with film/video/DVD, web- and Flash sites, advertising, podcast, training/instructional materials, games and multimedia, telephone on-hold, in-store, in-flight, restaurant, info-kiosk and other similar media uses (“Commercial Production”).  The following are the rights and licenses for the terms of the use of the copyrighted Property:

                        (a)        To cause the Property to be used in Commercial Production; and

                        (b)        To cause the Property, through distribution of Commercial Production, to be published, distributed and otherwise made available throughout the world.

            2.         The license to use the Property as described in this Licensing Agreement shall extend for the life of the person or entity purchasing the Property.

            3.         In addition to the purchase price of the Property, in exchange for the conditional right to use the Property as aforementioned, Licensee grants permission for Scorpion to list Licensee as a customer and/or client for purposes of promoting Scorpion’s business.  In so doing, Scorpion shall be permitted to generally advertise that Licensee has used Scorpion’s Property in Commercial Production and that Licensee is a client and/or customer of Scorpion.  Nothing in this Agreement shall bind Licensee to use any of Scorpion’s additional Property, unless otherwise agreed.

            4.         The Licensee shall not exercise any other rights in the Property than those set forth in this Agreement.

            5.         The Licensee may NOT share, re-sell, reproduce, or otherwise transfer the music itself to any other individual or production company.  If you attempt to reproduce, share or re-sell the music itself, we will prosecute you civilly and criminally. This music is copyright-protected.

            6.         No assignment of this Agreement or of any right or interest in this Agreement shall be valid unless a written consent of the other party is obtained in advance of making the assignment.

            7.         Licensee’s right to use the Property is not exclusive.  Scorpion may, at its discretion, license, sell, publish, use, or otherwise exploit the Property to other parties at any time without notice to Licensee, unless otherwise agreed.  Therefore, the terms of this Agreement shall not be affected should Scorpion license the Property to others.

8.         Visitors to this site may not copy any of its content without the express written permission of Scorpion Soundworks, LLC (“Scorpion”). Persons who access this site knowingly enter into this agreement and any violations shall be construed as a breach of contract. Scorpion will pursue Copyright violators by every legal means.    

9.         Any attempt to reproduce, share, re-sell or otherwise distribute music or other content from this site in any form may subject you to criminal prosecution. This music is protected by the copyright laws of the United States and other countries who provide for criminal penalties that may include fines, imprisonment and injunctive relief.

10.       A Licensee may not create any derivative works from a Product.  This means that a Licensee may not take a Product and add any additional instrumentation, such as vocals or other instruments, and market that derivative work.

11.       All copyrights, licensing, duplication and distribution rights are held exclusively by Scorpion Soundworks, LLC.

12.       All products and services offered by Scorpion and all of its divisions, are provided without warranty of any kind and by purchasing them, you are agreeing to purchase them as is.

13.       Use in major theatrical releases or in mass-market retail distribution (3000+ units) is licensed separately by contacting Rob Heim at rheim@scorpionsoundworks.com.

            14.       All notices and writings to be given under this Agreement shall be delivered in person or forwarded by regular mail addressed to Scorpion in care of Scorpion’s agent, and to the Licensee in care of the Licensee’s designated agent, or at such other address as the parties may agree; provided however, that notice of termination must be given in writing either personally or by registered mail.

            15.       This Agreement shall be binding on the personal representatives and permitted assigns or licensees of the parties, and shall be interpreted in accordance with the laws of the Commonwealth of Pennsylvania and of the United States of America.  All parties to this Agreement agree that any legal actions must take place in Lebanon County, Pennsylvania.

16.       Scorpion reserves the right to prosecute the Licensee civilly or criminally in the event the Licensee does not take reasonable measures to ensure others do not illegally obtain and use Scorpion Products.  Therefore, we recommend that you attach a warning message to your productions to prevent unauthorized re-use of the music and to protect yourself from liability:

The music that is part of this production is exclusively owned and licensed by Scorpion Soundworks, LLC.  Scorpion Soundworks, LLC, is the only entity with the authority to grant permission to use this music.  Unauthorized use of this music may result in criminal and/or civil prosecution.

            17.       Scorpion agrees that the Products provided, and used as permitted herein, will not infringe any intellectual property right of any third party.

18.       Licensee’s use of the Products will not violate any applicable law or regulation of any country, state, or other governmental entity;

19.       Licensee agrees that information provided to Scorpion is accurate and true, including, without limitation, all credit card or other payment information and Licensee shall update such information as necessary.

20.       Licensee is solely responsible for determining whether Licensee’s use of any Content requires the consent of any other party or the license of any additional rights. If Licensee unsures whether additional rights are needed for Licensee’s use of the Content , Licensee is responsible for consulting with competent legal counsel.

21.       If Licensee is acting as an agent, Licensee must obtain the client/principal’s agreement to the terms of this License.

            22.       Licensee agrees to indemnify and hold Scorpions, its affiliates, parents, subsidiaries, employees, directors, officers, successors, assigns, distributors and anyone else associated with Scorpion harmless from, and against, any and all claims, liabilities, costs, damages, or expenses, (including attorneys’ fees) asserted against Scorpion arising out of Licensee’s use of the Content or in connection with any breach of any of the terms of this Agreement.  

23.       You agree to reimburse SCORPION for its legal fees, costs and disbursements if SCORPION is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.

LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.  LICENSEE FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND SCORPION, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN LICENSEE AND SCORPION RELATING TO THE SUBJECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY PURCHASE ORDER TERMS (EVEN IF SUCH TERMS ARE SUBSEQUENT TO THE DATE OF THIS AGREEMENT).

If you have any questions regarding this agreement or any matters related to Scorpion Soundworks, we invite you to contact us.

   
Rob Heim, President/CEO

Scorpion Soundworks, LLC

79 Eastfield Drive

Lebanon, PA  17042