End User Music License and Synchronization Agreement

This license agreement is comprised of this document and the applicable license type you selected from the RoyaltyFreeFitnessMusic.com website as indicated in the invoice rendered to you in connection with the transaction referred to above (“Invoice”) which is incorporated herein by reference. (collectively, the “License Agreement”). The License Agreement constitutes a binding agreement between you and Power Music, Inc.

Agreement: You, as the licensee, (“you” or “your”) agree to enter into this License Agreement with Power Music, Inc., a Nevada corporation (“Power Music, Inc.” “RoyaltyFreeFitnessMusic.com”), to license from Power Music, Inc one or more sound recordings (“Master(s)”) and one or more underlying musical compositions embodied in the Master(s) (the Master(s) and the composition(s) embodied thereon and any part(s) thereof shall hereinafter be referred to individually and collectively as the “Composition”) for the purpose of using the Composition in connection with an audio-visual production (“Production”) to synchronize with video, publish, and distribute only while you have an active subscription. The type of license (“Annual Subscription” or “Monthly Subscription”) shall be specified in the Invoice.

License Granted: All rights not expressly granted by Power Music, Inc. are hereby reserved. Conditioned upon payment in full from you for the applicable licensing fee (“Fee”) and subject to the terms and conditions of this Licensing Agreement, Power Music, Inc. grants you during the Term (as specified in your invoice) a nonexclusive, non-transferable, right and license, in the Territory solely to synchronize the Composition in your Production and release in accordance with the specified use you selected from the RoyaltyFreeFitnessMusic.com website. Custom licenses not purchased via the Annual or Monthly Subscription through the website will be handled on a case-by-case basis. In the event you arrange a public performance of the Production in connection with any medium that retains valid performance licenses from the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”), or other applicable performing rights society, you shall deliver to Power Music, Inc. a music copyright information sheet with regard to the Production within sixty (60) days of the initial commercial broadcast of the Production.

Reservation of Rights: You hereby acknowledge and agree that other than the rights in the Composition specifically granted to you in this License Agreement, you shall have no rights in and to the Composition and all rights in and to the Composition not expressly granted to you herein are hereby reserved by Power Music, Inc.

This license shall not transfer to you nor shall you assert any ownership interest whatsoever (including, but not limited to, copyright, trademark, and/or goodwill) in or to the Composition. In no event shall the Composition be featured separately from the approved use.

License Territory and Term: Unless otherwise stated, the territory covered by this License Agreement is the universe (the "Territory") and the term of the license is perpetual (“Term”). 

For the avoidance of doubt, you are only able to access the music and create and release content using this music while your subscription is active. To release previously created content using our music, you would need to resubscribe to our membership. 

Credits: You have the option to use or refer to the name Power Music, Inc. and RoyaltyFreeFitnessMusic.com as your licensing source in any promotions, advertisements and publicity of the Production.

Termination: This License Agreement shall terminate automatically in the event you become insolvent or you breach this License Agreement. Power Music, Inc. shall have the right to obtain injunctive relief as a result of any use by you of the Composition after termination of this License Agreement in addition to any other rights and remedies available.

Subscription Cancellation: The Monthly subscription can be cancelled anytime. Annual subscriptions are non-cancellable and non-refundable. No partial refunds are offered.

For the avoidance of doubt, you are only able to access the music and create and release content using this music while your subscription is active. To release previously created content using our music, you would need to resubscribe to our membership.

Power Music, Inc’s Representations and Warranties: Power Music, Inc. represents and warrants that:

(a) it has the right authority to enter into this License Agreement and to grant to you the rights granted herein;

(b) the use of the Composition, as contemplated in this License Agreement, will not violate the rights of any third party.

This License Agreement is given and accepted without any other representation or warranty, whether express or implied, on the part of Power Music, Inc. including without limitation any implied warranties of merchantability or fitness for a particular purpose.

Your Indemnification of Power Music, Inc: You agree to indemnify, defend, and hold harmless Power Music, Inc., its affiliates and their respective directors shareholders, officers, members, agents, employees successors and assigns and the copyright proprietors of the Composition, from and against any and all third-party claims, liabilities, losses, or damages as a result of any use of the Composition that is inconsistent with the terms of this License Agreement or as a result of your breach of the terms contained in this License Agreement.

LIMITATION OF LIABILITY:  EXCEPT WITH RESPECT TO POWER MUSIC, INC’S LIABILITY FOR INDEMNIFICATION IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF POWER MUSIC, INC. UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE AMOUNT OF THE FEE PAID TO POWER MUSIC, INC. FOR THE APPLICABLE LICENSE.

Download Abuse: It is hereby clarified that downloading contents from the RoyaltyFreeFitnessMusic.com website by any automatic means such as software, bots, mass downloads, or any other technical means will not be considered a reasonable use and is prohibited according to the license conditions. If this activity is detected under your account, your account will immediately be suspended without notice.

Assignment: You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance under this License Agreement, without Power Music, Inc.’s prior written consent. Any purported assignment, delegation, or transfer in violation of this section is void. Subject to the foregoing, this License Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

Entire Agreement: This License Agreement constitutes the sole and entire agreement of the parties to this License Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

Severability: If any term or provision of this License Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this License Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this License Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Amendment and Modification; Waiver: This License Agreement may be amended, modified, or supplemented by Power Music, Inc. from time to time. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this License Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this License Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Improper Use: It is forbidden to use the Composition, inclusive of as part of projects, in context of pornography and abomination, racism, hate and discrimination against any person or based on race, religion, sex, sexual orientation, community or nationality, threats, hurting the helpless, slander and any other insulting contents. The determination of Improper Use will be subject to the discretion of Power Music, Inc. and any account found to violate these terms will immediately be suspended.

Unauthorized Use: You hereby agree that any unauthorized use by you and/or by anyone on your behalf of any of the Works or in a manner deviating from the conditions of the License herein, constitute a breach of the Agreement as well as a violation of the copyright laws, and the Site and anyone on its behalf have the full right to exercise all rights and remedies available to it by law in such case.

Governing Law; Submission to Jurisdiction: This License Agreement is governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Nevada. Any legal suit, action, or proceeding arising out of or related to this License Agreement or the license granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Nevada in each case located in the Las Vegas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. Notwithstanding the foregoing, we and our assignees, successors and designees may seek injunctive or other equitable relief in any jurisdiction to enforce the terms of this agreement and our rights hereunder.