The following sets forth the terms and conditions of the agreement with respect to the purchase by you (“Licensee”) of the “Remix Stems” (as hereinafter defined) from FiXT (“Licensor”). By purchasing or downloading the Remix Stems, Licensee agrees to abide by the following terms and conditions (as may be amended by Licensor from time to time).
1. Remix Stems. The Remix Stems shall mean those samples of master recordings featuring the performances of the featured artist (the “Stems”) as compiled and bundled together into one (1) product package as delivered by secure digital download.
4. Non-Transferable. The license to the Stems are granted solely to Licensee and are not transferable.
5. Warranties and Representations. Licensee represents and warrants that the use of any Stems shall not infringe on the rights of any third party or create any liability on behalf of Licensor or Licensor’s subsidiaries, affiliates or assignees. Licensee will indemnify, defend and hold Licensor, and Licensor’s principals and owners, harmless from and against any and all loss, costs, damage, liability and expense, including court costs and reasonable attorneys' fees, arising out of any third party claim, which may occur in connection with Licensee’s use of the Stems hereunder, Licensee’s projects, or by a breach of Licensee’s warranties and/or representations hereunder.
6. Limitation of Liability. Licensee hereby indemnifies and holds Licensor harmless from any and all liability that may arise from the Project or any content or material used by Licensee in connection with Stems, including but not limited to, any claims for infringement of any intellectual property rights, rights of privacy or publicity, trademark or copyright infringement, or the publication of defamatory, obscene or offensive material. By downloading the Stems, Licensee hereby agrees to waive the right to assert any such claims against Licensor or Licensor’s subsidiaries or affiliates. Licensor is providing the Stems “as is” without any warranty. In no event shall Licensor be held liable for any lost profits, incidental, consequential or indirect damages arising out of or associated with Licensee’s use of the Stems.
7. Entire Agreement. This Agreement sets forth the entire agreement between Licensor and Licensee with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties. Licensor and Licensee agree to the terms and conditions stated in this Agreement.
8. Governing Law. The validity, construction and effect of this Agreement, and any and all modifications thereof, shall be governed by the laws of the State of California applicable to contracts entered into and fully performed in the State of Michigan. All actions between the parties arising out of or in connection with this Agreement shall be brought only in the state and federal courts located in the State of California.