DIGITAL LICENSE AGREEMENT - Myco-Verse Productions

Effective Date: April 11, 2024

By purchasing music or albums produced by MYCO-VERSE PRODUCTIONS, including but not limited to works performed by The Mushroom Network (“Artist”), you (“Licensee”) automatically agree to be bound by the terms of this Digital License Agreement (“Agreement”), effective as of the date of purchase. MYCO-VERSE PRODUCTIONS is a content creation arm responsible for producing music for The Mushroom Network and potentially other artists, all under the ownership and operation of The Mushroom Network, LLC (“Licensor”).om Network, LLC (“Licensor”), you (“Licensee”) automatically agree to follow and be bound by the terms of this Digital License Agreement (“Agreement”) effective as of the date of purchase.

1. Grant of License

The Licensor, operating through MYCO-VERSE PRODUCTIONS, grants the Licensee a non-exclusive, non-transferable license to use the music and audio recordings produced by MYCO-VERSE PRODUCTIONS, including works by The Mushroom Network and any other affiliated artists (“Music”), subject to the terms of this Agreement.

2. Scope of License

a. Personal Use: For non-commercial, personal purposes including enjoyment and use in private settings.

b. Single Commercial Use: Licensee is granted unlimited access to the selected song(s) for use in commercial projects upon payment of the specified fee. This license prohibits rebranding or resale of the Music and does not require attribution except as outlined in the Attribution Requirements below.

c. MVP Commercial Access Pass: Provides Licensees with unlimited Commercial Use access to a majority of the MVP music collection for commercial projects, including existing and future releases, with perpetual access under the outlined terms.

d. MVP Personal Access Pass: Similar to the Commercial Access Pass, this offers Licensees unlimited personal use of the MVP music collection for non-commercial purposes, covering past, present, and future releases.

“Commercial Use” is defined as any use of the Music that directly or indirectly generates revenue, including, but not limited to, use in advertisements, monetized content on social media platforms, or as part of a paid subscription service. However, the Music cannot be used as standalone content on platforms like YouTube where the Licensee would claim ownership of the Music itself. The Commercial Use License permits the integration of the Music into the Licensee’s creations, but claiming MYCO-VERSE PRODUCTIONS’ Music as their own constitutes a clear violation of the Agreement terms. Use in a non-commercial context, such as in a non-monetized video on a personal social media account, does not constitute Commercial Use provided no direct or indirect revenue is generated.

3. Restrictions

Licensee is prohibited from unauthorized copying, reproduction, distribution, public performance, derivative creation, or harmful use of the Music. The Music is protected by AI-embedded watermarking and other anti-piracy technologies to safeguard against unauthorized use.

Licensees agree not to tamper with, circumvent, or disable any digital rights management or anti-piracy technologies embedded within the Music. Any attempt to remove or bypass these protections is grounds for immediate termination of this Agreement.

4. Creative License for Modifications

Prior to making any alterations to the Music for commercial purposes, Licensees must obtain a Creative License from MYCO-VERSE PRODUCTIONS. This prerequisite ensures respect for the original works’ integrity while allowing for creative flexibility. Inquiries and requests for a Creative License should be directed to support@mycoverseproductions.com.

Any derivative works created by the Licensee that incorporate or are based upon the Music remain subject to the terms of this Agreement. While ownership of such derivative works shall be retained by the Licensee, the Licensor is granted a non-exclusive, royalty-free license to use these works for promotional purposes, provided such use does not directly compete with the Licensee’s business interests. Despite this, MYCO-VERSE PRODUCTIONS retains full ownership of the original Music, allowing exclusive use of the Music for derivative work (including commercial rights), but retains the liberty to utilize it as deemed fit since it holds full ownership. Remixes or derivative works will not be made available through the Access Passes, maintaining their exclusivity.

5. License Transferability

This license is non-transferable. Under no circumstances, including a merger, acquisition, or sale of substantially all the Licensee’s assets, may the license be transferred to another entity. This clause ensures the non-transferability of rights granted under this Agreement, preserving the exclusivity and integrity of the licensing terms.

6. Attribution Requirements and Permissions

General Use: Attribution is generally not obligatory, with specified exceptions.
Attribution Exceptions:
- Exceptions for Attribution: Attribution must be clearly displayed in any public use case requiring acknowledgment. For LIVE RECORDINGS, broadcasting, and public performances, the attribution should be verbal or included in visible credits. For digital uses like social media, attribution should be included in either the content description or metadata, with a preference for inclusion in the content section. This ensures proper acknowledgment and visibility across uses.
- Public Performance Rights & Synchronization Rights: Allowed with the stipulation of proper attribution in designated scenarios, ensuring compliance and respect for artistic credit.
- Synchronization Rights: Broadly permitted across various media, with certain uses requiring attribution as outlined above.

7. Penalties for Unauthorized Use

Unauthorized use incurs financial penalties, legal fees, and a permanent ban from MYCO-VERSE PRODUCTIONS and its affiliates, at the Licensee’s expense.

8. Indemnification

Licensee agrees to indemnify and hold harmless MYCO-VERSE PRODUCTIONS, its affiliates, officers, agents, employees, and partners from any claims arising from the Licensee’s use of the Music, violation of this Agreement, or infringement of rights.

9. Automatic Termination

This Agreement terminates automatically upon any breach of terms by the Licensee. All rights revert to the Licensor, and the Licensee must cease all Music use and destroy copies.

10. Voluntary Termination

Either party may terminate this Agreement for any reason upon providing thirty (30) days written notice to the other party. During this notice period, Licensees are expected to cease new uses of the Music and begin winding down existing uses in accordance with the terms of this Agreement.

11. Governing Law

This Agreement is governed by the laws of the state of Florida, excluding conflict of laws principles.

12. Updates to Agreement

The Licensor reserves the right to modify this Agreement. Licensees are directed to visit https://mycoverseproductions.com/digital-license-agreement/ for the most current policy, which will always include the last updated date. Continued use of our Music and creation of new works with our music after updates to the Agreement constitutes acceptance of the revised terms. Licensees are responsible for staying informed of any changes by regularly reviewing the Agreement at the provided URL.

13. Dispute Resolution

Disputes under this Agreement that cannot be resolved by negotiation between the parties within thirty (30) days shall first attempt mediation in Florida, facilitated by a mediator mutually agreed upon by both parties. Should mediation fail to resolve the dispute, arbitration shall be conducted in accordance with the rules of the American Arbitration Association, with the proceedings to take place in Florida. The decision of the arbitrator shall be final and binding on both parties.

14. Exclusivity

Licenses are non-exclusive, permitting multiple Licensees to use the Music within the scope of agreed terms, thus facilitating broad utilization and appreciation of MYCO-VERSE PRODUCTIONS’ musical creations.

15. Acceptance and Entire Agreement

Purchasing music or albums signifies the Licensee’s unconditional acceptance of these terms, constituting the complete agreement between the Licensor and Licensee concerning the Music’s use.