Last Updated FEBRUARY 3, 2025
PLEASE READ THIS STANDARD MUSIC LICENSE AGREEMENT CAREFULLY, AND THEN RETURN TO THE GROOVETIME APP TO CLICK ON THE “ACCEPT AGREEMENT” BUTTON.
This Standard Music License Agreement (“Agreement”) by and between Groovetime, Inc., 2261 Market Street, #4255, San Francisco, CA 94114, a Delaware company (hereafter known as "Licensee", “us”, “our”, “we”, or “Groovetime”) and you, Licensor, regarding your delivery of Materials (defined below) for exploitation via the Groovetime Music Library, and other related platforms (the “Platform”). By uploading Materials to the Platform, you ("Licensor", "Artist" or "you") agree to be bound by the terms outlined in this Agreement. Licensee and Licensor are hereinafter, jointly and severally, referred to as the “parties” as the context may require.
(a) “All Media” shall refer to all media now known or hereafter devised, inclusive of any and all forms of television, radio, theatrical, social media and other internet exploitations;
(b) “Artist” herein refers to the primary producer, vocal performer or group which will be credited by name or “stage name” via the Platform in reference to their Musical Works;
(c) “Artwork” shall refer to any and all cover artwork (single, EP and/or album), associated with the Musical Works;
(d) “Composition(s)" shall mean any and all musical composition(s) submitted or delivered by Licensor to be available for use in the Groovetime Music Library. Including all written lyrics and music associated with the tracks named herein or delivered hereunder;
(e) “Dance Video(s)” shall mean all User-generated and submitted recorded dance videos which Users may synchronize with Sound Recordings;
(f) “Groovetime Music Library” shall refer to the digital music library owned and operated by Groovetime and or affiliates, successors, assigns, principals, directors, officers, employees and agents of Groovetime;
(g) “Materials” shall refer to any and all materials delivered or to be delivered by Licensor in accordance with this Agreement, including but not limited to all Artwork, Musical Works, artist names, song titles, album/EP titles, and any other information delivered or to be delivered by Licensor;
(h) “Musical Work(s)” herein shall refer to any and all audio or lyrical content delivered or to be delivered hereunder, comprising of the Sound Recordings and underlying Compositions;
(i) “Sound Recording(s)” shall mean digital files of any and all audio-only master recordings consisting of rhythms, sounds and so called “beats” which together express the Artist’s performance in audio form;
(j) "Streaming Music" shall mean an encrypted transmission of the Composition embodied digitally in a Sound Recording via the Platform that allows a User to receive and listen to a particular Sound Recording upon request at a time chosen by the User using streaming technology through a User's electronic device;
(k) "User" shall mean any individual who is a registered or non-registered user of the Platform, and who is authorized by Licensee to access the Groovetime Music Library, and/or any individual who uses the Platform to access and Dance Showcase.
By uploading your Musical Works to the App, you grant Groovetime a non-exclusive, revocable, and worldwide license to use your Musical Works as follows:
(a) the right to reproduce, distribute, publicly perform and otherwise exploit your Musical Works in connection with the Platform, including for the purpose of creating Dance Videos, Streaming Music, and distributing content to users on the Platform;
(b) the right to allow Users to synchronize your Musical Works with Dance Videos (this includes creating and sharing derivative content on the App that incorporates your music);
(c) the right to use your Musical Works and Artwork in whole or in part, and to modify, edit, adapt, or otherwise alter them as necessary for the App;
(d) the right to use your Musical Works and Artwork for promotional, marketing, and advertising purposes, including but not limited to online and offline campaigns, social media promotions, and other forms of publicity related to the Platform; and
(e) the right to use your Musical Works and Artwork in all forms of media, now known or hereafter devised, throughout the universe, in all territories where Groovetime operates now or in the future. For the avoidance of doubt, Groovetime does not have the right to sell, sublicense, or otherwise commercialize the music beyond the intended purposes specified in the agreement.
As set forth in the Terms of Service, all Dance Videos and other derivative works created using the Platform, including those synchronized with your Musical Works, are owned by Groovetime. This includes all rights, title, and interest in and to any user-generated content that incorporates the Platform’s services. However, you, the Artist, retain full ownership of the Musical Works you upload to the Platform, including all underlying compositions and sound recordings. By uploading your Musical Works, you grant Groovetime a non-exclusive, worldwide license to exploit your music solely in connection with the Platform, but this does not transfer ownership of the music itself. While Groovetime owns all rights to the Dance Videos and derivative content created on the Platform, your Musical Works remain your property and you retain all rights, title, and interest in them. For the avoidance of doubt, as between Licensee and Licensor, Licensee owns all right, title and interest in and to the Platform including all intellectual property rights in and to all elements and components related thereto. Licensor understands and agrees that it shall not acquire any right, title or interest in or to the Platform, or any part thereof, by reason of this Agreement or the performance hereof.
You, as the Artist, have the right to remove your Musical Works from the Platform at any time. This means that you can choose to discontinue the availability of your tracks for new synchronizations with Dance Videos. When you remove Musical Work(s) from the Platform, any Dance Videos that were created using such Musical Work(s) prior to your removal, shall remain the sole property of Groovetime and may remain on the Platform in perpetuity. However, we will not create any new Dance Videos, nor allow Users to create new Dance Videos with any Musical Work after it has been removed from the Platform. All existing content, including any derivatives, will remain available for Users to access in perpetuity.
The rights granted to Groovetime under this Agreement are granted in consideration of the mutual promises, covenants, warranties, and obligations set forth herein. By uploading your Musical Works to the Platform, you acknowledge that you have received adequate and sufficient consideration for the rights granted to Groovetime, and you agree that no further compensation is owed to you for the use of your music under this Agreement, unless otherwise agreed upon separately in writing. Groovetime shall not be obligated to pay any royalties, fees, or other monetary compensation to you, except as expressly provided for in this Agreement or as may be agreed upon in a separate, written agreement between you and Groovetime. You further acknowledge that the mutual benefits of this Agreement, including the opportunity to have your music featured on Groovetime and the potential exposure through the Platform, constitute adequate consideration for the rights you grant to Groovetime.
Provided your Musical Work(s) are included in the final edited version of a Dance Video as initially broadcast, Licensor shall be credited, substantially as provided by you. Subject to the foregoing, all characteristics of such credit not identified by you or otherwise sent by written notice, shall be determined by Licensee in its sole discretion. No casual or inadvertent failure by Licensee to comply with the credit requirements set forth herein, nor any failure by third parties to so comply, shall constitute a breach of this Agreement by Licensee.
By uploading your music, you represent and warrant that:
(a) you are the sole owner of the Sound Recording(s) you upload to the Platform and have the right to grant the rights and licenses described in this Agreement pertaining to the Musical Works;
(b) the use of your Musical Works will not infringe on the rights of any third party, including copyright, trademark, or other intellectual property rights;
(c) all Materials you upload complies with all applicable laws and does not violate any regulations or infringe on the rights of others; and
(d) you agree to indemnify and hold Groovetime harmless from any claims, damages, or legal actions arising from a breach of your representations and warranties under this Agreement.
You may remove your music from the Platform at any time by following the procedures specified on the Platform. Upon removal, Groovetime will cease using your music for any new content, but previously created content will remain accessible on the Platform. Groovetime reserves the right to remove your Musical Works, suspend your account and/or terminate your ability to upload music to the Platform if you violate any of the terms outlined in this Agreement, or if Groovetime determines, in its own discretion that one or more Musical Works uploaded by you infringes on the rights of any third party.
Groovetime shall not be held liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to damages for loss of profits, loss of data, or any other commercial or personal damages or losses arising out of or related to the uploading, use, or exploitation of your Musical Works via the Platform. This includes, without limitation, any damages or losses due to hardware or software failures, technical errors, system crashes, or interruptions in service. Groovetime is not responsible for any failure to perform due to causes beyond its reasonable control, including but not limited to force majeure events such as natural disasters, acts of government, network failures, or power outages. Additionally, Groovetime does not guarantee the availability or functionality of the Platform or the security of any data uploaded or transmitted. You acknowledge and agree that your use of the Platform, including the uploading of Musical Works, is at your own risk and that Groovetime’s total liability in any case shall not exceed the amount you have paid to Groovetime for the use of the Platform, if applicable.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement, including its breach, termination, or validity, shall first be resolved through binding arbitration in San Francisco County, California, under the rules of the American Arbitration Association (AAA), or any other agreed-upon arbitration provider. The arbitration proceedings shall be conducted in English, and the decision of the arbitrator(s) shall be final and binding. In the event that the dispute is not resolved through arbitration, or if a party seeks to enforce an arbitral award, the parties agree that exclusive jurisdiction for any legal action shall lie in the courts located in San Francisco County, California. The parties hereby consent to the jurisdiction of such courts and waive any objections based on venue or inconvenient forum. The prevailing party in any arbitration or court action shall be entitled to recover their actual costs and verified attorney fees.
Groovetime reserves the right to modify, amend, or update the terms of this Agreement at any time, in its sole discretion, by providing notice to Licensor through the Platform, email, or any other method deemed appropriate by Groovetime. Any modifications, amendments, or updates to this Agreement shall be effective immediately upon posting or communication, unless otherwise specified. Licensor acknowledges and agrees that their continued use of the Platform, including uploading or using the Platform after any such modifications or amendments, constitutes their acceptance of the revised terms. If Licensor does not agree to the modified terms, their sole remedy is to cease using the Platform and remove any uploaded Musical Works from the Platform. No oral or written modifications, amendments, or representations shall be valid or binding unless made in writing and signed by an officer of Groovetime.
(a) The terms of this Agreement are agreed to on a non-precedential basis. Nothing contained herein shall be construed to place the parties in the relationship of partners, joint venturers, or agents, and Licensor shall have no power to obligate or bind Licensee in any manner whatsoever, except as expressly set forth in this Agreement.
(b) If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the remainder of the Agreement shall continue in full force and effect as if such provision were so excluded, and such enforceable provisions shall be interpreted in accordance with the intent of the parties.
(c) This Agreement in combination with the Terms of Service constitutes the entire agreement between Groovetime and Licensor with respect to the subject matter hereof, and no modification, amendment, waiver, termination, or discharge of this Agreement or any provision thereof shall be binding upon Licensee unless confirmed by a written instrument signed by an officer of Groovetime. No waiver of any provision of or default under this Agreement shall affect Groovetime’s rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar.
(d) For the avoidance of doubt, nothing in this Agreement shall be construed as conferring any legal rights, privileges, or immunities, or imposing any legal duties or obligations on any person or persons other than the parties named in this Agreement, whether such rights, privileges, immunities, duties, or obligations are regarded as contractual, equitable, or beneficial in nature as to such other person or persons.
By clicking "Agree" and/or uploading music to the Groovetime Platform, you acknowledge that you have read, understood, and agree to the terms outlined in this Agreement.
You still own your music. By uploading it, you’re giving Groovetime permission to use it on the app and allow other users to use it for their videos.
If you decide you no longer want your music on Groovetime, you can remove it whenever you want, preventing Groovetime or anyone else from creating new videosthrough our app.
If your music is already paired with a video, that video will stay up, but no one will be able to create new videos with your music once it’s removed. So, videos madebefore you removed your music will stay, but no new videos can be made with it.
You understand that Groovetime is not paying you directly for the use of your music, unless you and Groovetime agree on something different in aseparate agreement. The exposure and platform access you get by uploading your music is considered duecompensation.
If we do, we’ll let you know, and if you keep using the platform, it means you’ve agreed to the new terms.