Music Demo License Agreement

最後の更新: 2026-09-18

This Demo License Agreement (the "Agreement") is a legal agreement between you (an individual, business entity, company or other legal entity, acting on its own behalf or through a legal representative - in this agreement referred to as "you", "your" or "Producer") and Neo Sounds Limited, a limited liability company organized under the laws of Hong Kong (in this agreement referred to as "Licensor", "us", "we", or "our"). Each of Licensor and Producer may be referred to as a "Party" and collectively "Parties".

By downloading or using any Recording (as defined below), you agree to this Agreement.

1. Definitions

• Recordings means the audio files made available by Licensor to Producer and downloaded by Producer for demo purposes, whether in connection with a subscription plan or independently of any subscription plan, including (i) the sound recordings embodied in such files, (ii) the underlying musical works (compositions), (iii) any lyrics embodied in or associated with such musical works, (iv) any performances embodied in the sound recordings, whether fixed or unfixed, and (v) any metadata, artwork, or other information or materials embedded in or accompanying such files, whether in digital or other form, and regardless of the media or format in which such rights, information, or materials subsist.
• Demo Project means an audio or audiovisual project created by Producer solely for demonstration, testing, pitching, previewing, or showcasing purposes, including internal tests and client presentations, to illustrate how the Recordings may fit within a final audio or audiovisual production.
• Clients means actual or prospective third-party clients of Producer for audio or audiovisual productions.

2. Grant of License

2.1 Subject to Producer’s compliance with this Agreement, Licensor hereby grants to Producer a non-exclusive, non-transferable, non-assignable, worldwide license to use the Recordings (specified below in this section) solely:

• as incorporated into Demo Projects; and
• only for the purpose of testing, previewing, pitching, or demonstrating audio or audiovisual concepts, including presentations to Producer’s Clients.

Recording(s):

Any and all Recordings available on the website https://www.neosounds.com (the “Website”) and downloaded by Producer for demo purposes.

Removal of a Recording from the Website does not by itself terminate this Agreement with respect to that Recording. Where Producer holds a separate license purchased from Licensor for a Recording, Producer’s use of that Recording is governed by that license.

2.2 The license granted herein covers only the rights necessary to incorporate the Recordings into Demo Projects, including to synchronize the Recordings with visual content where applicable, to reproduce the Recordings as part of such Demo Projects, and to edit, trim, loop, and mix the Recordings as reasonably necessary for that purpose, strictly within the limitations set forth in this Agreement.

3. Permitted Uses

Producer may use the Recordings only:

• in Producer’s own internal demo, test, or sample projects; and
• in Demo Projects shown or delivered to Clients solely to demonstrate how the Recordings may fit within a potential or proposed final project.

4. Restrictions and Prohibited Uses

4.1 No Public Distribution

Producer shall not, and shall not permit any third party to, publish, distribute, communicate, make available, perform, or otherwise exploit the Recordings or any Demo Project incorporating the Recordings to the public.

4.2 No Standalone Use

The Recordings may not be used, copied, distributed, or shared on a standalone basis and may only be used as embedded or synchronized within a Demo Project.

4.3 No Commercial Exploitation

The Recordings may not be used in any final, commercial, broadcast, theatrical, online, advertising, promotional, or publicly released project.

4.4 No Transfer of Rights

Except for delivery of Demo Projects to Clients as permitted by Section 3, neither the Recordings nor any rights granted under this Agreement may be sublicensed, assigned, transferred, sold, leased, or otherwise conveyed to any third party.

4.5 No AI Training

Producer shall not use the Recordings to train, develop, fine-tune, validate, or improve any artificial intelligence or machine learning system, model, or technology, or otherwise use the Recordings as input or reference for AI-generated music or other content.

4.6 No Client Rights

Clients receive no rights in the Recordings under this Agreement.

5. Client Notification Obligation

5.1 Producer shall clearly notify each Client to whom a Demo Project is provided that:

• the Recordings are licensed solely for demo purposes;
• the Demo Project is for preview and evaluation only;
• the Client receives no license or rights in the Recordings; and
• any use of the Recordings beyond the demo scope requires a separate license directly from Licensor or another authorized rights holder.

5.2 Producer shall be solely responsible for ensuring Client compliance with the above limitations.

6. Ownership

6.1 Licensor and/or the applicable right holder(s) to the Recordings, including the sound recordings, underlying musical works, lyrics, performances, metadata, artwork, and any other elements embodied in or accompanying the Recordings, retain all right, title, and interest, including all intellectual property and proprietary rights.

6.2 Except for the limited license expressly granted herein, no rights are transferred to Producer, whether by implication, estoppel, or otherwise.

7. Term and Termination

7.1 This Agreement shall remain in effect with respect to the Recordings downloaded by Producer for demo purposes unless terminated by Licensor, which Licensor may do at any time, with or without cause, and without any obligation to provide a reason.

7.2 This Agreement shall automatically terminate, without notice, with respect to all Recordings upon Producer’s failure to comply with any provision of this Agreement.

7.3 Upon termination, Producer must immediately cease all use of the Recordings. Producer shall delete and permanently remove all copies of the Recordings under Producer’s control, except for copies embedded in Demo Projects retained solely for internal archival purposes. Producer shall ask Clients to delete any Demo Projects received. Producer may not further distribute, present, or use any retained Demo Projects.

8. No Warranties

8.1 The Recordings are provided “AS IS” and “AS AVAILABLE.” Licensor makes no warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

8.2 Without limiting the foregoing, Licensor does not warrant or represent that the Recordings, or any of them, will be available now or in the future for licensing for any other uses, rights, territories, media, terms, or purposes beyond those expressly granted under this Agreement.

8.3 Nothing in this Agreement shall be construed as creating any obligation, commitment, or expectation on the part of Licensor or any applicable right holder to offer, grant, negotiate, or make available any additional or commercial license to Producer, any Client, or any third party for the Recordings.

8.4 Licensor and/or the applicable right holder(s) may, in their sole and absolute discretion, decline to license the Recordings for any further uses, restrict availability, change licensing terms, or grant licenses to third parties on any terms or no terms at all, without notice and without liability to Producer or any Client.

9. Limitation of Liability

To the maximum extent permitted by law, Licensor shall not be liable for any indirect, incidental, consequential, or special damages arising out of or related to this Agreement or the use of or inability to use the Recordings.

10. Indemnification

Producer shall indemnify and hold harmless Licensor from any claims, damages, liabilities, costs, or expenses arising from Producer’s breach of this Agreement or unauthorized use of the Recordings.

11. Governing Law

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

12. Miscellaneous

12.1 This Agreement constitutes the entire agreement between the Parties regarding demo use of the Recordings.

12.2 If any provision is held invalid, the remaining provisions shall remain in full force and effect.

12.3 Failure by either Party to enforce any provision shall not constitute a waiver.

12.4 Licensor reserves the right to modify this Agreement at any time. Producer’s continued use of the downloaded Recordings after any such modification constitutes Producer’s acceptance of the modified Agreement.