Business License Agreement

Última actualización: 2026-06-20

This Agreement is a legally binding agreement between you, whether an individual, company, business entity, or other legal person acting on your own behalf or through an authorized representative (the “Licensee”, “you”, or “your”), and Neo Sounds Limited, a limited liability company organized under the laws of Hong Kong (the “Licensor”, “we”, “us”, or “our”).

By signing up for, purchasing, renewing, accessing, or otherwise using a Subscription Plan (as defined below), or by otherwise signifying acceptance of this Agreement, the individual accepting this Agreement on behalf of the Licensee represents and warrants that they have full authority to bind the Licensee to this Agreement, and the Licensee agrees to be bound by this Agreement.

1. Definitions

1.1. Recording: a sound recording (including underlying musical works, lyrics, and any other elements embodied therein) owned or controlled by the Licensor and made available for license, whether directly or through authorized channels.

1.2. Content: any audio or audiovisual content created by the Licensee into which a Recording is synchronized, whether as a standalone work or as part of a series, collection, or other group of related content, provided that the Recording is used only as part of such content and not on a standalone basis.

1.3. Platform: any social media platform or other online content-sharing service through which Content is published or otherwise made available to the public, including, without limitation, YouTube, TikTok, Instagram, Facebook, and other comparable user-generated content platforms or social media services, but expressly excluding television, radio, video-on-demand (VOD), and other similar or equivalent services, in each case where such services are professionally produced, curated, or distributed as premium or commercial content platforms (such as Netflix, Hulu, Amazon Prime Video, or similar services), as well as theatrical distribution and other forms of professionally produced or commercially distributed media.

1.4. Channel: any account, profile, page, feed, or other similar uniquely identifiable presence on a Platform through which Content is published, distributed, or otherwise made available to the public, or intended to be used for such purposes.

1.5. Subscription Plan: a time-limited subscription plan offered by the Licensor, pursuant to which the Licensee receives access to Recordings and the licenses and rights expressly granted under this Agreement. A Subscription Plan may be offered on a paid, trial, promotional, complimentary, or other basis as determined by the Licensor. The features, pricing, billing terms, Subscription Periods, and any Credits or other entitlements associated with a Subscription Plan are determined by the Licensor and may be described in separate terms or materials. For the avoidance of doubt, such terms shall apply only to the extent they do not conflict with this Agreement and do not modify or limit the rights granted under this Agreement.

1.6. Subscription Period: the period during which a Subscription Plan is active, beginning on the date of activation, renewal, or commencement of a trial period, and continuing for the term specified at the time of purchase or enrollment (e.g., monthly or annual), unless earlier terminated or suspended in accordance with this Agreement.

1.7. Active Subscription: a Subscription Plan that is valid, paid (if applicable), in effect, and not terminated or suspended. For the avoidance of doubt:

(a) a Subscription Plan that has been cancelled by the Licensee but remains within its current Subscription Period shall continue to be considered an Active Subscription; and

(b) If a Subscription Plan includes usage-based credits (“Credits”), such Credits may be accumulated and carried over between consecutive Subscription Periods, provided that the Licensee maintains an uninterrupted Active Subscription and subject to any limitations or conditions applicable to the relevant Subscription Plan. Credits shall not, in and of themselves, constitute an Active Subscription.

1.8. License Certificate: a digital document, record, or online record issued or made available by the Licensor in connection with a download of a Recording, confirming that the Licensee obtained the Recording under an Active Subscription. The License Certificate may include a record or summary of Subscription Periods during which the Licensee maintained an Active Subscription, as reflected in the Licensor’s records. Any use of a Recording is subject to and governed by this Agreement, regardless of the content or format of any License Certificate.

1.9. Authorized Users: employees, personnel, and independent contractors authorized by the Licensee to access, use, and manage the Subscription Plan and Recordings solely on behalf of the Licensee and solely in connection with the Licensee’s business activities, subject to this Agreement.

1.10. Client: a third party for whom the Licensee creates Content in the ordinary course of the Licensee’s business activities.

1.11. Client Work: Content created by the Licensee for, on behalf of, or commissioned by a Client and incorporating one or more Recordings in accordance with this Agreement.

1.12. Client Channel: a Channel owned or controlled by a Client on which Client Work is published, distributed, or otherwise made available.

1.13. Territory: worldwide, unless otherwise expressly specified in this Agreement.

2. License Grant

2.1. Subject to the Licensee’s compliance with this Agreement, the Licensor hereby grants the Licensee a limited, non-exclusive, worldwide, non-transferable, and non-sublicensable license to:

(a) Synchronization: reproduce, copy, and synchronize Recordings into Content and make such technical edits as reasonably necessary for such synchronization, provided that such synchronization occurs during an Active Subscription.

(b) Distribution and Performance: reproduce, distribute, and otherwise make available or communicate Content incorporating Recordings on the Platforms, including on Channels owned or controlled by the Licensee and on third-party Channels on the Platforms, provided that such Content is first published on a Platform during an Active Subscription, and further provided that Recordings are used only as part of such Content and are not used, extracted, or made available on a standalone basis, including as isolated audio or in any manner that allows separate access to the Recording, and subject to the limitations set forth in subsection (d).

(c) Embedding and Linking: For clarity, the embedding, linking, or sharing of Content from the Platform on which it was originally made available (e.g., via embedded players or links) on third-party websites or services shall be permitted and shall not constitute use outside the Platform for purposes of this Agreement, provided that the underlying content remains hosted on and accessible through the original Platform at all times.

(d) Monetization: publish Content on the Platforms and monetize such Content, including through any arrangement under which the Licensee receives, or may reasonably be expected to receive, direct or indirect economic value in connection with the Content, such as advertising, sponsorships, platform-based revenue programs, brand integrations, affiliate or referral income, or similar arrangements, provided that, except with respect to Client Work monetized on Client Channels in accordance with Section 4.5, such monetization occurs on up to three (3) Channels per Platform at any given time, owned or controlled by the Licensee and designated by the Licensee for monetization on that Platform (the “Designated Channels”).

The Licensee may designate and update the Designated Channels from time to time for each Platform, subject to reasonable and non-discriminatory limitations imposed by the Licensor. Upon designation of a new Designated Channel for monetization on a given Platform, the Licensee shall use reasonable efforts to disable monetization or remove the Content on any previously Designated Channel on that Platform where reasonably possible.

For clarity, Content may be published on any number of Channels on the Platforms, including third-party Channels. Monetization by the Licensee may occur only on the Designated Channels for the applicable Platform, which must be owned or controlled by the Licensee. Client Work may be monetized on Client Channels in accordance with Section 4.5.

Except as expressly permitted for Client Channels under Section 4.5, Content on third-party Channels that are not Designated Channels must not be monetized by or on behalf of such third party, whether directly or indirectly. The Licensee shall not knowingly permit or authorize any third party, except as expressly permitted under Section 4.5, to monetize Content incorporating Recordings on any third-party Channel and shall use reasonable efforts to prevent or disable such monetization where reasonably possible. The Licensee shall not be deemed in breach of this Section where such monetization occurs without the Licensee’s knowledge or outside the Licensee’s control, provided that the Licensee takes reasonable steps to disable such monetization promptly upon becoming aware of it.

For the avoidance of doubt, such use on non-designated Channels may include the promotion of the Licensee or the Licensee’s own services, brand, or activities, provided that such use otherwise complies with this Agreement.

For clarity, the promotion of the Licensee’s own services, brand, or activities, including through Content on third-party Channels, shall not be deemed monetization for purposes of this Section, provided that no direct or indirect monetary compensation is received in connection with such use.

(e) Commercial Promotion and Paid Digital Advertising: use Content incorporating Recordings for the promotion, marketing, or advertising of the Licensee’s products, services, brands, businesses, organizations, or commercial activities, including through paid digital advertising campaigns, advertising platforms, ad networks, media buying services, and similar promotional channels.

(f) Client Work: use Recordings in Content created for, on behalf of, or commissioned by Clients, including the delivery and permitted exploitation of such Content, as expressly permitted under Section 4.5 (Permitted Client Work).

(g) Website Use: display and make available Content incorporating Recordings on websites or online pages owned and controlled by the Licensee and, with respect to Client Work permitted under this Agreement, on websites or online pages owned and controlled by the applicable Client (including where such content is accessed or viewed through third-party applications or in-app browsers) for purposes of showcasing, promoting, or otherwise presenting the Licensee’s or the applicable Client’s work, brand, products, services, or activities, provided that such use does not involve (i) creating content for or on behalf of third parties, except as expressly permitted under this Agreement, (ii) enabling access to such Content as a standalone product or as part of a primary commercial offering, or (iii) making such Content available behind a paywall, subscription, or other access restriction.

Such use must not involve distribution, syndication, or replication of such Content in a manner that constitutes a content library or commercial content distribution system, and must not enable any third party to access, use, or exploit the Recording or Content incorporating Recordings as a separate asset. For the avoidance of doubt, the presence of general advertising or promotional elements on such websites shall not, in and of itself, be considered a commercial offering of the Content.

(h) Portfolio Use: The Licensee may display and make available Content incorporating Recordings for the Licensee’s own self-promotional purposes as part of a portfolio, showreel, or similar presentation of the Licensee’s work, including on third-party portfolio or showcase platforms, provided that:

(i) such use is solely for the purpose of showcasing the Licensee’s past work and skills and does not involve the provision of services to any third party that include the use of Recordings;

(ii) the Content remains primarily hosted on a Platform where it was originally published, and any display on such third-party platforms is made via embedding, linking, or equivalent functionality where reasonably available;

(iii) where direct uploading of Content to such third-party platforms is technically required, such use shall be permitted solely for self-promotional portfolio purposes and shall not constitute a separate distribution of the Recording as a standalone asset;

(iv) such use does not enable any third party to extract, reuse, license, or otherwise exploit the Recording or the Content incorporating the Recording as a separate asset;

(v) such use is not behind a paywall and does not itself constitute monetization of the Content, except that the Licensee may derive indirect professional benefit from showcasing such portfolio (including obtaining clients, employment, or business opportunities), which shall not be considered monetization for purposes of this Agreement; and

(vi) such use otherwise complies with all applicable restrictions and conditions set forth in this Agreement, including, without limitation, Sections 4.1 (No Standalone Use) and 4.5 (Permitted Client Work).

2.2. The rights granted under this Section apply only during an Active Subscription, except as expressly provided in Section 3 or Section 4.5 of this Agreement. Where applicable, the use of Recordings may be subject to usage-based limits, Credits, or other entitlements associated with the applicable Subscription Plan, and only to the extent that such limits, Credits, or entitlements are available and valid.

A Subscription Plan may provide access to Recordings on a usage-based basis (including through Credits) or on an unlimited basis, as specified in the applicable Subscription Plan.

2.3. If a Subscription Plan includes Credits and is cancelled, expires, or is not renewed for any reason, unused Credits shall automatically expire at the end of the then-current Subscription Period.

All Credits shall expire upon termination of this Agreement by the Licensor for any reason, effective as of the date such termination takes effect. Where termination takes effect at the end of the then-current Subscription Period, Credits shall remain available until such date.

For the avoidance of doubt, the availability, use, or accumulation of Credits does not grant any right to publish Content incorporating Recordings unless the Licensee maintains an Active Subscription at the time such content is first published.

Expired Credits shall not be reinstated. Credits are non-transferable, non-refundable, and have no monetary value.

2.4. The Subscription Plan may be accessed and used solely by the Licensee and its Authorized Users in accordance with this Agreement. The Licensee shall be responsible for all acts and omissions of its Authorized Users in connection with the Subscription Plan and Recordings. The Licensee may not share, sublicense, resell, or otherwise make the Subscription Plan or Recordings available to any third party except as expressly permitted under this Agreement. If the applicable Subscription Plan includes limitations on the number of Authorized Users, Channels, seats, or similar usage metrics, the Licensee shall comply with such limitations.

3. Post-Subscription Rights

3.1. Published Content. Content that was first published on the Platforms during an Active Subscription in compliance with this Agreement may continue to be made available on such Platforms as originally published in perpetuity, even after the Active Subscription has ended, and may continue to be monetized in accordance with this Agreement.

The Licensee and, with respect to Client Work permitted under Section 4.5, the applicable Client may make minor technical or editorial modifications to such Content, including updating titles, descriptions, thumbnails, adding or updating subtitles, color correction, trimming, improving video quality, and creating shortened or reformatted versions (for example, turning a long-form video into Shorts, Reels, or TikTok clips), provided that the core audiovisual work and the use of the Recording remain substantially the same and do not constitute a new synchronization or a new or independently exploitable musical work.

The Licensee and, with respect to Client Work permitted under Section 4.5, the applicable Client may publish and monetize such modified or reformatted versions on the Platforms, including as separate uploads, even after the end of an Active Subscription, provided that such versions are derived solely from the originally published Content and do not constitute materially new or distinct Content or a replacement of the original Content.

For clarity, the Licensee may not replace the Recording with a different track, create a substantially new edit that materially changes the timing, structure, or primary role of the Recording, extract the Recording for standalone use, or otherwise use the Recording in any entirely new Content after the Active Subscription has ended.

For the avoidance of doubt, the re-uploading, reposting, or redistribution of previously published Content as new or separate content shall not be permitted after the end of an Active Subscription, except to the extent expressly allowed as a permitted modification or reformatted version under this Section.

3.2. New and Unpublished Content. At any time when the Licensee does not maintain an Active Subscription, the Licensee’s right to (i) synchronize Recordings into new Content, or (ii) publish any Content incorporating Recordings that was not first published during an Active Subscription, shall immediately cease.

For the avoidance of doubt, the foregoing restriction shall not apply to the first publication of Client Work lawfully created and delivered during an Active Subscription, which shall remain subject to Section 4.5.

This restriction shall not apply to any permitted modifications or reformatted versions of Content as expressly allowed under Section 3.1, provided that such uses comply with the limitations set forth therein.

Unused Credits do not grant any right to create or publish new Content incorporating Recordings without an Active Subscription.

4. License Restrictions

4.1. No Standalone Use. The Licensee may not use, distribute, perform, or otherwise make available any Recording on a standalone basis, or in any manner where the Recording constitutes the primary value of the Content. This includes, without limitation, use of Recordings in audio-only formats, music tracks, or videos consisting solely of static or minimally animated visuals paired with the Recording. This restriction applies regardless of the platform or method of distribution, including but not limited to use on DSPs.

For clarity, this restriction shall not apply to bona fide podcasts or audiobooks (including audio-only formats), provided that the Recording is used solely as background or incidental audio within primarily spoken or narrative content and does not constitute the primary value or focus of the Content.

4.2. No Registration with Content Identification Systems. The Licensee shall not register, upload, or otherwise submit any Recording or any Content incorporating a Recording to any digital fingerprinting, content identification, or rights management system (including, without limitation, YouTube Content ID or Facebook Rights Manager), whether for tracking, monetization, enforcement, or any similar purpose, nor claim ownership of or any exclusive rights in the Recording.

The Licensee shall not knowingly permit or authorize any third party, including any Client, to register or submit any Recording or any Content incorporating a Recording in violation of this Section and shall use reasonable efforts to prevent, mitigate, or promptly remove any such registration if it occurs.

4.3. No DSP Use. The Licensee may not upload, distribute, or otherwise make available any Recording, whether alone or as part of Content, on any digital music streaming or download service that makes Recordings available as standalone audio (collectively, “DSPs”), including, without limitation, Spotify, Apple Music, and YouTube Music, or in any other manner not expressly permitted under the definition of Platforms.

For the avoidance of doubt, the use of Recordings for distribution through any DSP, whether directly or through any third-party distributor, aggregator, label, or service, is strictly prohibited.

For clarity, use of Recordings in bona fide podcasts or audiobooks (including audio-only formats) is permitted only where such use occurs on Platforms and otherwise complies with this Agreement, provided that the Recording is used solely as background or incidental audio within primarily spoken or narrative content and that it does not constitute the primary value or focus of such content.

4.4. No Redistribution or Resale. The Licensee may not sell, license, sublicense, assign, transfer, share, or otherwise distribute any Recording, in whole or in part, to any third party, whether directly or indirectly, and whether for commercial or non-commercial purposes, including, without limitation, the distribution of any Recording “as is,” in any form that enables its standalone use, or as part of any competing service, or otherwise in any manner that permits any third party to access, use, or exploit the Recording as a separate asset, including through any platform, service, or functionality that enables the extraction, reuse, or separate exploitation of the Recording.

4.5. Permitted Client Work. The rights granted under Section 2.1(f) may be exercised solely subject to the following conditions:

(a) the Licensee may create and deliver Client Work for no more than five (5) distinct Clients per calendar month;

(b) Client Work may be created and delivered to a Client only during an Active Subscription; provided, however, that this limitation shall not affect the subsequent publication of such Content by the applicable Client as otherwise permitted under this Agreement;

(c) for the avoidance of doubt, Client Work lawfully created and delivered to a Client under this Section 4.5 may be published, distributed, displayed, performed, made available, and monetized by such Client in perpetuity, including following the expiration or termination of the Licensee’s Active Subscription, regardless of the date of first publication by the Client, subject to the applicable terms, conditions, limitations, restrictions, and permitted modifications set forth in Section 3 of this Agreement;

(d) the Licensee shall inform each Client of the rights, limitations, restrictions, and obligations applicable to the use of Content incorporating Recordings under this Agreement, including any applicable monetization limitations and restrictions on the use of Recordings outside such Content;

(e) the Licensee shall not provide or make available any Recording to a Client except as incorporated into Content;

(f) a Client may publish, distribute, display, perform, make available, and monetize Client Work, solely in accordance with this Agreement;

(g) a Client may designate and update a Client Channel on each Platform from time to time for the publication and monetization of Client Work, provided that monetization occurs on no more than one Client Channel per Platform at any given time;

(h) the Client shall not be deemed a Licensee under this Agreement and shall not acquire any ownership, license, sublicense, transfer, assignment, or other rights in or to any Recording. The Client may use only the specific Client Work created for such Client and solely as permitted under this Agreement;

(i) the rights granted to a Client under this Section 4.5 are subject to all applicable terms, conditions, limitations, restrictions, and prohibitions set forth in this Agreement, including, without limitation, the restrictions contained in Section 4.

(j) Client Work may be transferred or otherwise conveyed by the Client only in accordance with the transfer restrictions applicable to Content under Section 5 of this Agreement. No such transfer shall grant any rights in or to any Recording beyond those expressly permitted under this Agreement. Any transferee of a Client Channel or of Content transferred in accordance with this Section shall receive no greater rights than those held by the applicable Client under this Agreement;

(k) the Licensee shall not be held liable for any unauthorized use of a Recording or Content by a Client, provided that the Licensee has complied with its obligations under this Section 4.5 and has not knowingly authorized, encouraged, or facilitated such unauthorized use. In the event of any unauthorized use by a Client, the Licensor reserves the right to take enforcement action directly against the Client, the applicable Client Channel, the applicable Content, or any combination thereof, including, where reasonably necessary, restricting, suspending, or revoking the Client’s rights under this Agreement to use, publish, distribute, display, perform, make available, or monetize the affected Content. Upon reasonable request from the Licensor, the Licensee shall reasonably cooperate in good faith to assist the Licensor in addressing, mitigating, or resolving such unauthorized use, to the extent reasonably within the Licensee’s control.

4.6. Anti-Circumvention (Anti-Fronting). The Subscription Plan is intended solely for use by the Licensee in connection with the Licensee’s own business activities. The Licensee shall not use the Subscription Plan, or any Recordings accessed or used under this Agreement, in a manner that circumvents the limitations, restrictions, or commercial scope of this Agreement, including by enabling, facilitating, or disguising unauthorized use by third parties. Any such use shall constitute a material breach of this Agreement. In such cases, the Licensor may take reasonable enforcement actions, including restricting or revoking the affected rights to the extent necessary to address the breach, and may seek appropriate remedies in accordance with this Agreement.

This Section shall not apply to the inclusion of brand integrations, sponsorships, or similar promotional content within Content that otherwise complies with Section 4.5.

The creation, delivery, publication, distribution, and monetization of Client Work in accordance with this Agreement shall not constitute circumvention of this Agreement.

The Client Work rights granted under Section 4.5 are intended solely for bona fide client engagements and may not be used to operate, support, or supply content-factory, bulk-production, template-distribution, stock-media, or similar high-volume content services. Any such use shall constitute circumvention and a material breach of this Agreement and shall be subject to the remedies and enforcement actions set forth in this Section.

4.7. No Derivative Musical Works. The Licensee may not use any Recording to create, compose, produce, or otherwise generate new musical works, including songs, compositions, or tracks, whether by sampling, remixing, or any other means.

For clarity, permitted technical edits under Section 2.1(a) shall not be considered derivative musical works, provided that such edits are made solely for the purpose of synchronization with Content, are not intended to and do not create a new or standalone musical work, and do not combine the Recording with other musical works in a manner that results in a new or independently exploitable musical work.

For the avoidance of doubt, the addition of non-musical audio elements (such as sound effects, dialogue, or voiceovers), as well as incidental overlaps occurring as part of audiovisual editing that do not result in a new or independently exploitable musical work, shall be permitted.

4.8. No Use in Templates. The Licensee may not incorporate any Recording, whether alone or as part of Content, into templates, including, without limitation, multimedia templates, website templates, or video editing templates, whether for distribution, resale, or reuse by any third party.

4.9. No NFTs or Blockchain-Based Use. The Licensee may not use, mint, sell, or otherwise exploit any Recording in connection with non-fungible tokens (NFTs), blockchain-based assets, or similar technologies.

4.10. No Illegal, Immoral or Harmful Use. The Licensee may not use any Recording in any manner that is unlawful, fraudulent, defamatory, obscene, or otherwise objectionable, or that infringes the rights of any third party, or in connection with any content that promotes violence, hatred, discrimination, or illegal activities, or is otherwise reasonably likely to harm the reputation or goodwill of the Licensor.

4.11. No Broadcast or Professional Distribution Platforms. The Licensee may not use, distribute, or otherwise exploit any Recording for use in or distribution through any broadcast, cable, television, or over-the-top (OTT) service, including, without limitation, linear television, video-on-demand (VOD), subscription video-on-demand (SVOD), or similar services, in each case where such services are professionally produced, curated, or distributed as premium or commercial content platforms, except as expressly permitted under the definition of Platforms set forth in this Agreement.

For the avoidance of doubt, certain uses of Content incorporating Recordings may, depending on the applicable law and jurisdiction, constitute a public performance or public communication and may require additional licenses or clearances from relevant rights holders or collecting societies, including, for example, where such content is made available on websites or online pages accessible to the public. Any person or entity making such use of Content shall be responsible for obtaining any such licenses to the extent required by applicable law.

4.12. Artificial Intelligence and Machine Learning Restrictions. The Licensee shall not use, and shall not knowingly permit or authorize any third party to use, any Recordings or Content incorporating Recordings for the purpose of training, developing, or improving any artificial intelligence, machine learning, or similar models or systems, including for the creation of datasets or the generation of synthetic audio or music.

For the avoidance of doubt, this restriction applies regardless of whether such use is direct or indirect, commercial or non-commercial.

This restriction shall not prohibit the use of standard editing, processing, or platform-based tools that do not involve the training or development of artificial intelligence models using the Recordings.

4.13. No Use as Trademark or Audio Logo. The Licensee may not use any Recording, in whole or in part, whether alone or as part of Content, as a trademark, service mark, audio logo, sonic mark, sonic branding element, or other source identifier. For clarity, the foregoing does not prohibit the use of Recordings in Content that includes branding elements (such as logos or trademarks), provided that the Recording is not itself used as a source identifier.

5. Transfer of Content and Change of Control

5.1. The rights granted under this Agreement are limited to the Licensee and are non-transferable except as expressly permitted under this Agreement. Except for the delivery of Content to a Client in accordance with Section 4.5, the Licensee may transfer ownership of Content incorporating a Recording only together with the applicable Channel on which such Content was published, and not on a standalone basis.

For the avoidance of doubt, any transfer of Channels or Content under this Section shall not constitute an assignment or transfer of this Agreement or any rights granted under this Agreement.

5.2. The Licensee may transfer Channels together with associated Content incorporating Recordings to any person (the “Transferee”), provided that the Recordings remain embedded in existing Content and are not extracted, reused, or incorporated into any new or additional Content.

5.3. New Content. The Transferee must obtain a separate license in order to incorporate Recordings into any new or additional Content.

5.4. Proportionality of Revocation. In the event of a material breach of this Section, any revocation of rights by the Licensor shall be proportionate to the nature of the breach. Rights to the Licensee’s entire archive shall only be revoked where the breach is gross or systemic in nature. For isolated breaches, revocation shall be limited to the specific Content directly affected.

5.5. Rights of the Transferee (Existing Content Only). The Transferee may continue to display, perform, make available, and monetize such existing Content on the transferred Channels notwithstanding any channel designation limitations otherwise applicable under this Agreement, provided that no new or additional use of the Recordings is made and subject otherwise to the terms and restrictions of this Agreement. Such rights apply only for so long as such Content remains available on the transferred Channels. The Transferee does not acquire any license rights to the Recordings and may rely on this Section solely for the continued availability of existing Content. Such Content must not be re-uploaded, redistributed, or otherwise made available on any other Channels, except as expressly permitted under Section 3.1.

For the avoidance of doubt, any Content that was lawfully made available on third-party Channels prior to the transfer may remain available on such Channels, provided that such use continues to comply with the monetization restrictions set forth in Section 2.1(d), and no new or additional distribution to third-party Channels is made except as permitted under this Agreement.

5.6. Succession and Liquidation. This Agreement shall be binding upon successors and permitted assigns. In the event that the Licensor permanently ceases operations and is liquidated without a legal successor:

(a) All Content published in compliance with this Agreement prior to such liquidation shall remain authorized for continued use and availability in accordance with this Agreement; and

(b) Any transfer or assignment of Channels or associated Content following such liquidation shall remain subject to the terms and limitations of this Agreement.

6. Intellectual Property & Ownership

All rights, title, and interest in and to the Recordings, including all copyrights and other intellectual property rights therein, are and shall remain vested in the Licensor and/or its licensors.

The Licensee acknowledges and agrees that the Recordings are licensed, not sold, and that the Licensee acquires no ownership or proprietary rights in or to any Recording.

Except for the limited license expressly granted under this Agreement, nothing in this Agreement shall be construed as transferring or assigning any rights, title, or interest in or to any Recording to the Licensee.

All rights not expressly granted under this Agreement are reserved by the Licensor and its licensors.

7. Termination

7.1. Termination by Licensor.

(a) For Material Breach. The Licensor may terminate or suspend this Agreement with immediate effect if the Licensee engages in a material breach of this Agreement, including, without limitation: (i) fraudulent, illegal, or unauthorized use of the Recordings, whether on a standalone basis or as incorporated into Content, including scraping, mass-downloading, or use beyond the scope of the license; (ii) infringement or misappropriation of intellectual property rights; (iii) violation of applicable law or sanctions or export control regulations; (iv) conduct that poses an immediate threat to the security, integrity, or operation of the Subscription Plan; or (v) abusive use of the Subscription Plan or the Recordings, meaning use in a manner that circumvents, exploits, or undermines the intended functionality, licensing model, or economic value of the Subscription Plan or the Recordings, or that is otherwise unlawful or reasonably likely to harm the Licensor, its licensors, the Recordings, or any third party. In such circumstances, the Licensor may also suspend, discontinue, or restrict the Licensee’s access to or use of the Subscription Plan, the Recordings, or any associated services or content.

(b) For Other Breaches. For any breach of this Agreement that does not constitute a material breach, the Licensor may terminate or suspend this Agreement if the Licensee fails to cure such breach within seven (7) days after receiving notice from the Licensor.

(c) For Convenience. The Licensor may terminate this Agreement for convenience upon prior notice to the Licensee, provided that such notice is given before the start of the next Subscription Period. Such termination shall take effect at the end of the then-current Subscription Period, and the Subscription Plan will not renew thereafter.

7.2. Immediate Effect. Upon termination of this Agreement under Section 7.1, all rights granted to the Licensee under this Agreement shall immediately terminate, except as expressly provided in Section 3 (Post-Subscription Rights).

The Licensor shall be entitled to revoke the Licensee’s post-subscription rights under Section 3 only in the following cases:

(a) with respect to the specific Content that directly gave rise to the material breach; or

(b) with respect to all or a substantial part of the Content, solely where the breach is demonstrably gross or systemic in nature, or is intentional and material, and cannot reasonably be isolated to specific Content without disproportionate effort or risk, including, without limitation, where such breach involves: (i) verified fraudulent payment or account abuse; (ii) large-scale unauthorized distribution, scraping, or mass-downloading of Recordings; (iii) deliberate and material circumvention of the license restrictions on a systemic or repeated basis; or (iv) a serious security breach or an intentional or reckless threat to the integrity, security, or operation of the Licensor’s platform or services.

For purposes of this Section, a breach may be considered systemic where it reflects a pattern of conduct, repeated violations, coordinated activity, or a level of impact or risk that reasonably justifies broader remedial action beyond specific Content.

Any revocation under subsection (b) shall only be exercised after providing the Licensee with prior written notice and a reasonable opportunity to cure the breach (to the extent cure is possible and would reasonably remedy or mitigate the effects of the breach). Such revocation shall be based on clear and objective evidence and exercised by the Licensor in its reasonable discretion, acting in good faith and in a manner proportionate to the nature, scope, and impact of the breach.

For the avoidance of doubt, isolated incidents or good-faith errors that do not result in material harm or a material risk of harm to the Licensor shall not result in revocation of post-subscription rights with respect to the Licensee’s entire archive of Content.

Termination of this Agreement shall not, by itself, affect the rights of any Client with respect to Client Work lawfully created and delivered in accordance with Section 4.5 prior to such termination, except to the extent that such rights are expressly revoked pursuant to this Agreement.

7.3. Suspension. Without limiting the foregoing, the Licensor may, at any time, suspend or restrict the Licensee’s ability to access or use the Subscription Plan, the Recordings, or any associated services or content, with or without notice, if the Licensor reasonably suspects a breach of this Agreement or reasonably determines that such suspension is necessary to prevent harm, security risks, unauthorized access, or liability.

7.4. No Liability. The Licensor shall not be liable to the Licensee or any third party for any damages, losses, or claims arising out of or in connection with the exercise of its rights under this Agreement, including any suspension, restriction, discontinuation, or termination of this Agreement or the Licensee’s ability to access or use the Subscription Plan, the Recordings, or any associated services or content.

7.5. No Refunds. Any termination of this Agreement or any suspension or restriction of the Licensee’s ability to access or use the Subscription Plan, the Recordings, or any associated services or content by the Licensor shall not entitle the Licensee to any refund of any fees paid or payable, except as expressly provided in this Agreement or in any applicable terms governing the Subscription Plan, or as required by applicable law.

7.6. Distinction from Cancellation. For the avoidance of doubt, termination under this Section is distinct from and independent of any cancellation (i.e., voluntary termination or non-renewal) of a Subscription Plan by the Licensee. Cancellation by the Licensee shall not limit or otherwise affect the Licensor’s rights under this Section, and the Licensor may exercise such rights regardless of the status of any Subscription Plan, including whether such Subscription Plan is active, cancelled, or expired.

8. Warranties & Disclaimers

8.1. Licensor Warranty. The Licensor represents and warrants that it has the necessary rights and authority to enter into this Agreement and to grant the licenses set forth in Section 2. Except for the foregoing, the Recordings and the Subscription Plan are provided on an “as is” and “as available” basis.

8.2. Disclaimer of Warranties. To the fullest extent permitted by applicable law, the Licensor does not make any warranties, representations, or conditions of any kind, whether express, implied, or statutory, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

8.3. Availability and Results. The Licensor does not guarantee that the Recordings or the Subscription Plan will meet the Licensee’s specific requirements or expectations, achieve any particular results, or be uninterrupted, error-free, or continuously available. Use of the Recordings does not guarantee any particular level of engagement, audience reach, or commercial success.

8.4. Catalog Availability. The Licensor may add, remove, or modify the Recordings available in the Subscription Plan from time to time, with or without notice. The Licensor does not guarantee that any specific Recording will remain available during any Subscription Period or thereafter, nor that the Recordings will remain unchanged or continuously available. The Licensor also does not guarantee any minimum number, type, or variety of Recordings available at any time. Removal or modification of any Recording will not affect any rights granted with respect to Content lawfully created, delivered, or published in accordance with this Agreement during an Active Subscription.

8.5. Technical Limitations. The Licensor does not guarantee that the Recordings will be free from minor technical artifacts or compatible with all devices, software, or platforms.

8.6. Third-Party Platforms. The Licensor is not responsible for the availability, policies, or actions of any Platform or third party, including any content moderation decisions, monetization outcomes or redirection, claims, or restrictions imposed by such Platforms. The Licensor does not guarantee that use of the Recordings will comply with Platform policies or will not result in content identification matches, claims, muting, blocking, interruption or alteration of live streams or recorded content, or any other restrictions (including YouTube Content ID). The Licensor does not control such systems or third-party actions and disclaims any responsibility arising therefrom. Where applicable, the Licensee may be able to dispute such claims using a valid license obtained under this Agreement; however, the outcome of any such dispute cannot be guaranteed.

8.7. No Enforcement or Support Obligation. The Licensor is not obligated to enforce any rights in or to the Recordings on behalf of the Licensee or to take action against third parties, and does not guarantee support, assistance, or response times in connection with issues arising from use of the Recordings.

8.8. Sanctions Compliance. The Licensee shall comply with all applicable sanctions and export control laws in connection with the use of the Recordings and the Subscription Plan. Without limiting the foregoing, the Licensee represents and warrants that it is not subject to any applicable sanctions restrictions. The Licensor reserves the right to suspend or terminate access to the Recordings or the Subscription Plan to comply with such laws.

9. Limitation of Liability

9.1. Exclusion of Certain Damages. To the fullest extent permitted by applicable law, the Licensor shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including, without limitation, any loss of profits, revenue, business opportunities, goodwill, or data, arising out of or in connection with this Agreement or the use of the Recordings or the Subscription Plan, even if the Licensor has been advised of the possibility of such damages.

9.2. Cap on Liability. To the fullest extent permitted by applicable law, the total aggregate liability of the Licensor arising out of or in connection with any and all claims shall not exceed the total amount of fees paid by the Licensee to the Licensor and attributable to the then-current Subscription Period at the time the event giving rise to the claim occurred.

9.3. Scope. The limitations and exclusions of liability set forth in this Section apply to the fullest extent permitted by applicable law and regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and regardless of the theory of liability.

9.4. Exceptions. Nothing in this Agreement shall limit or exclude liability to the extent such limitation or exclusion is not permitted under applicable law.

9.5. Service Availability. The Licensor does not guarantee uninterrupted, error-free, or continuous availability of the Recordings, the Subscription Plan, or any related services. The Licensor shall not be liable for any failure or delay in access to or availability of the Subscription Plan or Recordings, including any resulting loss of business, revenue, opportunity, or interruption of the Licensee’s activities, including any claims, losses, or liabilities arising from or related to any third-party claims against the Licensee resulting from such failure or delay.

9.6. Third-Party Platforms. The Licensor shall not be responsible for any actions, omissions, policies, changes in policies, technical limitations, or enforcement decisions of any third-party platforms or services on which Content is made available.

10. Indemnification

10.1. Licensee’s Indemnity. The Licensee agrees to defend, indemnify, and hold harmless the Licensor, its directors, officers, employees, shareholders, affiliates, licensors, contractors, or agents from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from (i) the Licensee’s breach of this Agreement, (ii) use or misuse of the Recordings, or (iii) the Licensee’s creation, publication, use, misuse, or distribution of Content, including any claim that such Content infringes or violates the rights of any third party.

The Licensee shall not be required to indemnify the Licensor for claims arising solely from unauthorized acts or omissions of a Client, provided that the Licensee has complied with its obligations under Section 4.5 and has not knowingly authorized, encouraged, or facilitated such acts or omissions.

The Licensee shall have no obligation to indemnify the Licensor for any claims arising from the Licensor’s provision of the Recordings or any lack of rights therein, and the disclaimers set forth in Section 8.1 shall not limit or affect the application of this provision.

10.2. Defense and Settlement. The Licensee shall, at its own expense, defend any claim brought against the Licensor that is subject to indemnification under this Section using counsel reasonably acceptable to the Licensor. The Licensor reserves the right to assume control of the defense of any such claim at its own expense, subject to the Licensee’s indemnification obligations under this Section. The Licensee shall not settle any such claim in a manner that imposes any liability, obligation, or admission of fault on the Licensor without the Licensor’s prior written consent, not to be unreasonably withheld.

10.3. Cooperation. The Licensor shall provide the Licensee with prompt notice of any claim subject to indemnification and shall reasonably cooperate in the defense of such claim, at the Licensee’s expense. Failure by the Licensor to provide prompt notice shall not relieve the Licensee of its obligations under this Section, except to the extent that the Licensee is materially prejudiced by such failure.

11. Governing Law and Jurisdiction

11.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to its conflict of laws principles.

11.2. Jurisdiction. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Hong Kong, unless otherwise required by applicable law.

11.3. Informal Resolution. The parties agree to use reasonable efforts to resolve any dispute arising out of or in connection with this Agreement through informal discussions prior to initiating formal legal proceedings.

12. Miscellaneous

12.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral.

12.2. Amendments. The Licensor may update or modify this Agreement from time to time. The Licensor will use reasonable efforts to provide notice of any material changes. Any such changes shall apply starting from the next Subscription Period following their effective date. If the Licensee does not agree to the updated Agreement, the Licensee may cancel their Subscription Plan at any time prior to the start of the next Subscription Period. The Agreement in effect at the beginning of the then-current Subscription Period shall continue to govern for the remainder of that period. Continued use of the Subscription Plan or the Recordings after the start of a renewed Subscription Period shall constitute acceptance of the updated Agreement.

Where applicable, any changes to this Agreement shall apply to the use of Credits from the start of the next Subscription Period, unless otherwise expressly specified.

12.3. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

12.4. No Waiver. Failure or delay by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

12.5. Assignment. The Licensee may not assign or transfer this Agreement without the prior written consent of the Licensor. The Licensor may assign or transfer this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of assets.

12.6. Force Majeure. The Licensor shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including, without limitation, acts of God, war, terrorism, labor disputes, governmental actions, pandemics, cybersecurity incidents, failures of third-party services, or interruptions in internet or infrastructure.

12.7. Relationship of the Parties. Nothing in this Agreement shall be deemed to create any partnership, joint venture, or agency relationship between the parties.

12.8. Survival. Any provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive, including, without limitation, Sections 3 (Post-Subscription Rights), 4.5 (to the extent applicable to Client Work), 7 (Termination), 8 (Warranties & Disclaimers), 9 (Limitation of Liability), and 10 (Indemnification).

12.9. Notices. The Licensor may provide any notices under this Agreement by posting them within the service, by email, or by other electronic means. Notices to the Licensee shall be deemed given upon posting or sending. The Licensee is responsible for maintaining accurate contact information and for checking for notices. Where required by applicable law, notices shall be provided in accordance with such requirements.