Common use of Warranties, Representations, and Indemnification Clause in Contracts

Warranties, Representations, and Indemnification. a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Track fits the particular creative use or musical purpose intended or desired by the Licensee. The Track, and all sound recording(s) and underlying musical composition(s) embodied therein are licensed to the Licensee "as is" without warranties of any kind or fitness for a particular purpose. b. Licensee hereby agrees that Licensee or anyone acting on Licensee's behalf, will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Licensee's Content. Without limiting the generality of the foregoing, Licensee (either directly or through a third party acting on your behalf) shall be responsible for and shall pay (i) any royalties and other sums due to Artists (featured and non-featured), authors, co-authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Licensee's Content, (ii)all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied Licensee's Content from sales or other uses of Licensee's Content, (iii)all payments that may be required under any collective bargaining agreements applicable to Licensee or any third party (e.g., to unions or guilds such as AFM or AFTRA), and (iv)any other royalties, fees and/or sums payable with respect to Licensee's Content or other materials provided by Licensor to Licensee. c. You shall indemnify and Producer, Producer’s company and each of their respective employees, licensees, designees, parent companies, agents, affiliates, successors and assigns (collectively, the "Indemnitees") harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the Indemnities and shall hold the Indemnitees free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of or in connection with any breach or claim of breach of the warranties and representations hereunder by you, your agents, heirs, successors, assigns and employees or any failure by you to perform any of your obligations hereunder. d. By using the Service, Licensor, and Licensee acknowledge and accept the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇'s Terms of Service and Privacy Policy and consent to the collection and use of your data in accordance with our Privacy Policy. Licensor and Licensee both acknowledge that while this Agreement was facilitated by the platform located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, operated by On A Rise Productions LLC., ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ is not a party to this Agreement and is not responsible for any claims arising with respect to same, including, without limitation, any claims relating to a breach of this Agreement, and any infringement claims by a third party relating to the Track, New Master(s) and/or the New Composition(s). Licensor and Licensee acknowledge and agree that ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ is not a law firm or attorney, does not perform services performed by an attorney, and that ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇'s forms or templates, or any agreements created and/or entered into via or in connection with the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website, including, without limitation, this Agreement, are not a substitute for the advice or services of an attorney. No attorney-client relationship or privilege is created by using or accessing the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website. Licensor and Licensee hereby covenant not to sue and will indemnify ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and all of ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ affiliates, successors, agents, heirs, employees, and assigns (the "▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Parties") from any claims brought against the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Parties in connection with this Agreement, or relating to the Track, New Master(s) or New Composition(s) in any manner. Licensor and Licensee will reimburse the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Parties on demand for any costs incurred in connection with the same.

Warranties, Representations, and Indemnification. a. Licensee hereby agrees that Licensor has not made any guarantees or promises that the Track fits the particular creative use or musical purpose intended or desired by the Licensee. The Track, and all sound recording(s) and underlying musical composition(s) embodied therein are licensed to the Licensee "“as is" ” without warranties of any kind or fitness for a particular purpose. b. Licensee hereby agrees that Licensee or anyone acting on Licensee's ’s behalf, will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Licensee's ’s Content. Without limiting the generality of the foregoing, Licensee (either directly or through a third party acting on your behalf) shall be responsible for and shall pay (i) any royalties and other sums due to Artists (featured and non-featured), authors, co-authorsco‑authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Licensee's ’s Content, (ii)all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied Licensee's ’s Content from sales or other uses of Licensee's ’s Content, (iii)all payments that may be required under any collective bargaining agreements applicable to Licensee or any third party (e.g., to unions or guilds such as AFM or AFTRA), and (iv)any other royalties, fees and/or sums payable with respect to Licensee's ’s Content or other materials provided by Licensor to Licensee. For clarity, Licensor expressly reserves the right to collect all monies (including, without limitation, public performance royalties) payable by any performing rights society in respect of the use or exploitation of the Track as embodied in the Production. c. You shall indemnify and Producer, Producer’s company (as defined below) and each of their respective employees, licensees, designees, parent companies, agents, affiliates, successors and assigns (collectively, the "“Indemnitees"”) harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the Indemnities and shall hold the Indemnitees free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of or in connection with any breach or claim of breach of the warranties and representations hereunder by you, your agents, heirs, successors, assigns and employees or any failure by you to perform any of your obligations hereunder. d. By using the Service, Licensor, and Licensee acknowledge and accept the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇'s Terms of Service and Privacy Policy and consent to the collection and use of your data in accordance with our Privacy Policy. Licensor and Licensee both acknowledge that while this Agreement was facilitated by the platform located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, operated by On A Rise Productions LLC., ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ is not a party to this Agreement and is not responsible for any claims arising with respect to same, including, without limitation, any claims relating to a breach of this Agreement, and any infringement claims by a third party relating to the Track, New Master(s) and/or the New Composition(s). Licensor and Licensee acknowledge and agree that ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ is not a law firm or attorney, does not perform services performed by an attorney, and that ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇'s forms or templates, or any agreements created and/or entered into via or in connection with the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website, including, without limitation, this Agreement, are not a substitute for the advice or services of an attorney. No attorney-client relationship or privilege is created by using or accessing the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ website. Licensor and Licensee hereby covenant not to sue and will indemnify ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, and all of ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ affiliates, successors, agents, heirs, employees, and assigns (the "▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Parties") from any claims brought against the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Parties in connection with this Agreement, or relating to the Track, New Master(s) or New Composition(s) in any manner. Licensor and Licensee will reimburse the ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Parties on demand for any costs incurred in connection with the same.