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DIGITAL CONTENT LICENSE AGREEMENT

1. Introduction

This Digital Content License Agreement (“Agreement”) is entered into by and between Sage Arts Designs LLC (“Licensor”) and the purchaser or downloader of the Content (“User”).

“Content” means all digital downloads, visual packs, graphics, media files, audiovisual works, and other materials made available by “Licensor”, whether purchased or provided for download.

“License” means the limited rights granted to “User” under this Agreement.
By purchasing, downloading, accessing, or using the “Content”, “User” agrees to be legally bound by this Agreement.

2. Grant of License

Downloading compliance with this Agreement, “Licensor” grants “User” a limited, non-exclusive, non-transferable, non-sublicensable license to use the “Content” solely for live, in-person performances and events,
including concerts and music events.

No ownership rights are transferred. The “Content” is licensed, not sold. All rights not expressly granted are reserved by “Licensor”. This Agreement does not transfer ownership of any intellectual property rights to User.

3. Restrictions

”User” is not allowed to use the ”Content” for television shows or movies. It is also not allowed to broadcast, or be used for broadcast without specific agreement of licensing with ”Licensor”.

The right of use does not give ”User” the right to redistribute or resell the “Content” in any way. The “Content“ as such may not be made available online. This license is a non-exclusive and non-transferable license between “User” and “Licensor”.
“User” shall strictly observe the restrictions on the right of use of the “Content” as set out in this license agreement at all times. “User” is aware that the violation of an agreed restriction on use shall constitute both breach of this license
agreement and an infringement of the intellectual property rights in respect of the “Content”.

4. Prohibition on AI Training:

For the avoidance of doubt, ”Licensor”s retains all rights to purchased ”Content“, and the ”User” has no rights to reproduce, analyze, or otherwise use the content to train artificial intelligence technologies to generate text, images, or other works.

5. No Derivative Training:

“Content” may not be used, directly or indirectly, to create, test, or enhance any AI systems, including those capable of generating works in the same style or genre as the “Licensor”‘s “Content.”

This applies regardless of the system being for commercial use or non-commercial.
6. Limitation of liability

”Licensor” does not guarantee that the ”Content” will operate with no interruptions, errors or defects or that all errors and defects will always be fixed.

The total liability of ”Licensor” due to an attributable failure to perform this agreement or due to any other reason, explicitly including any failure to comply with a guarantee obligation agreed with ”User”, shall be limited to compensation of the direct damage or loss not exceeding the sum stipulated for the ”Content” (excl. VAT).

The liability of ”Licensor” for indirect damage or loss, resulting loss, loss of profit, loss of savings, reduced goodwill, loss due to business interruption, loss as a result of claims from your customers, shall be excluded.

7. Terms and Termination of Agreement

This “License” is effective upon download or purchase and continues unless terminated. “Licensor” may immediately terminate this Agreement if “User” breaches any provision. Upon termination, “User” must cease all use of the “Content” and delete all copies in their possession or control. If ““Content”” usage is continued after, “User” will be at risk of a Cease and Desist being issued as well as further legal steps.

8. Governing Law & Jurisdiction

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

”User” agrees to submit to the exclusive jurisdiction of the state and federal courts located in Tennessee.

The applicability of the Convention on Contracts for the International Sale of Goods 1980 is excluded.

9. Non-Transferability

This ”License” is personal to ”User” and may not be assigned, transferred, or sublicensed without ”Licensor”’s prior written consent.

10. Agreement

This Agreement constitutes the entire agreement between the parties regarding the ”Content” and supersedes all prior or contemporaneous agreements, communications, or understandings.

11. Changes/Amendments

”Licensor” reserves the right to update or modify this Agreement. Continued use of the ”Content” after modifications constitutes acceptance of the updated terms.

12. Waiver

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and  signed by an authorized representative of the waiving party.