Legal notice

Effective Date: January 1, 2026

This Copyright Licensing Agreement (this “Agreement”) is between Abbara Sounds, Inc. (“Abbara,” “Licensor,” “we,” “us,” or “our”) and the individual or entity accepting this Agreement (“Licensee,” “you,” or “your”). This Agreement governs your access to and use of certain music and audio content made available by Abbara through https://abbarasounds.com and its subdomains (the “Site”).

BY DOWNLOADING, ACCESSING, PURCHASING, OR USING ANY LICENSED CONTENT, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

1. Definitions

1.1 “Licensed Content” means the music and audio products made available by Abbara, including sound recordings, compositions (to the extent owned/controlled by Abbara), beats, stems, loops, sound effects, samples, MIDI, one-shots, and related metadata or artwork, that you download, access, or otherwise obtain from Abbara under this Agreement.

1.2 “Project” means a creative work you produce that incorporates Licensed Content in combination with other material (for example, a video, advertisement, podcast episode, game, app, film, social media post, or musical work).

1.3 “End Product” means a Project in final form distributed to end users, clients, platforms, or the public.

1.4 “Order” means any invoice, receipt, order confirmation, subscription plan, or written confirmation issued by Abbara describing the Licensed Content provided to you and any applicable limitations (for example, tier, seat count, or permitted use scope). The Order is incorporated into this Agreement.

1.5 “Competing Library” means any product or service (whether free or paid) that is primarily intended to provide music or audio assets to others for their reuse, including music libraries, stock music catalogs, sample packs, sound effect libraries, loop libraries, soundbanks, datasets, or similar compilations, including offerings distributed via marketplaces or platforms.

1.6 “Infringing Content” means any content that (a) infringes, misappropriates, or violates a third party’s intellectual property, privacy, or publicity rights, or (b) is used without required permissions, clearances, or licenses.

2. License Grant (Commercial Use Permitted)

2.1 Commercial License. Subject to your compliance with this Agreement and any applicable Order, Abbara grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to:

(a) Use and modify the Licensed Content solely as incorporated into Projects (including editing, looping, time-stretching, mixing, and synchronization with visual media);

(b) Reproduce and distribute End Products that incorporate the Licensed Content as part of a Project, including for commercial purposes (e.g., monetized content, advertising, client deliverables, and distribution on streaming or social platforms); and

(c) Publicly perform and publicly display End Products that incorporate the Licensed Content, including in digital and physical formats, solely as part of the Project.

2.2 Client Work (Limited). You may use Licensed Content in Projects created for your clients, provided that: (a) the client receives only the End Product, not the standalone Licensed Content; and(b) you remain responsible for the client’s compliance with this Agreement as it relates to the Licensed Content.

2.3 No Standalone Distribution. This Agreement does not permit you to distribute, publish, or make available Licensed Content on a standalone basis (including as stems, isolated tracks, loops, or samples) except as expressly permitted in writing by Abbara.

2.4 No Ownership Transfer. Abbara retains all right, title, and interest in and to the Licensed Content and all intellectual property rights therein, except for the limited license expressly granted to you in this Agreement.

3. Restrictions (Key Prohibitions)

3.1 No Competing Library. You will not, and will not allow any third party to, use any Licensed Content to create, train, populate, or distribute a Competing Library, including by: (a) reselling, redistributing, sublicensing, sharing, or giving away Licensed Content (whether modified or not) as music or audio assets;(b) compiling Licensed Content into sample packs, sound effect libraries, loop libraries, stems packs, or similar products; or(c) making Licensed Content available in a manner that enables third parties to extract, download, or reuse the Licensed Content as music or audio assets (including via “asset download,” “template,” or “project file” distribution).

3.2 No Use with Infringing Content. You will not use Licensed Content in connection with, or together with, any Infringing Content. Without limiting the foregoing, you will not combine Licensed Content with content you do not have rights to use, or use Licensed Content in Projects where required permissions, clearances, or licenses have not been obtained.

3.3 No Unlawful Use. You will not use Licensed Content in any manner that violates applicable laws or regulations.

3.4 No Removal of Notices. You will not remove, alter, or obscure any copyright, trademark, watermark, or proprietary notices included with the Licensed Content.

3.5 No Automated Extraction/Scraping. You will not use bots, scrapers, or automated tools to download, extract, or harvest Licensed Content, except as expressly permitted by Abbara in writing.

3.6 No AI/ML Training (Optional). You will not use Licensed Content to train or improve any AI or machine learning models.

4. Attribution (If Required by Order)

If attribution is required by an applicable Order, you will provide attribution in the form and placement specified in that Order. If no attribution is specified, no attribution is required under this Agreement.

5. Your Responsibilities; Representations

5.1 Compliance. You are responsible for ensuring your use of Licensed Content complies with this Agreement, the Order, and platform policies (e.g., YouTube, Spotify, TikTok) that may apply to your Projects.

5.2 Infringing Content Representation. You represent and warrant that you will not use Licensed Content with Infringing Content and that you have obtained all necessary rights, permissions, and clearances for any third-party materials included in your Projects.

5.3 Account Security. If access is tied to an account, you are responsible for maintaining the security of your credentials and preventing unauthorized access or sharing.

6. Enforcement; Remedies

6.1 Termination for Breach. Abbara may terminate this Agreement immediately upon written notice if you breach this Agreement.

6.2 Effect of Termination. Upon termination: (a) the license granted in Section 2 ends immediately;(b) you must stop using the Licensed Content; and(c) upon request, you will promptly delete or destroy all copies of Licensed Content in your possession or control, except to the extent continued possession is required to maintain archival records of completed End Products distributed prior to termination, and only if permitted by Abbara in writing.

6.3 Injunctive Relief. You agree that breach of Sections 3.1 (No Competing Library) or 3.2 (No Use with Infringing Content) may cause irreparable harm. Abbara may seek injunctive or equitable relief in addition to any other remedies.

7. Disclaimers

THE LICENSED CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ABBARA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ABBARA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE LICENSED CONTENT OR THIS AGREEMENT, EVEN IF ABBARA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ABBARA’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU PAID ABBARA FOR THE LICENSED CONTENT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR US $5,000.00, WHICHEVER IS GREATER.

9. Indemnification

You will indemnify, defend, and hold harmless Abbara and its affiliates and their officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your Projects or End Products;(b) your use of Licensed Content in violation of this Agreement;(c) your use of Licensed Content with Infringing Content; or(d) your infringement or misappropriation of any third-party rights.

10. Term

This Agreement begins on the Effective Date (or, if later, when you first access or obtain Licensed Content) and continues until terminated in accordance with this Agreement.

11. Dispute Resolution; Arbitration; Governing Law

11.1 Governing Law. This Agreement is governed by the laws of the State of New York, without regard to conflict of laws rules.

11.2 Venue for Court Actions. Subject to arbitration below, the state and federal courts located in New York, New York will have exclusive jurisdiction for any permitted court proceedings, and each party consents to personal jurisdiction in those courts.

11.3 Arbitration. Except as provided in Section 11.4 (Injunctive Relief), any dispute, claim, or controversy arising out of or relating to this Agreement or the Licensed Content (each, a “Dispute”) will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified below:

(a) Seat and Location. The seat and hearing location of arbitration will be New York, New York, unless the parties agree otherwise.

(b) Arbitrator. The arbitration will be conducted by one arbitrator selected under the AAA rules.

(c) No Class Arbitration. Arbitration will be conducted only on an individual basis. The arbitrator may not consolidate claims or preside over any class, collective, or representative proceeding.

(d) Confidentiality. The arbitration and any related materials will be confidential to the maximum extent permitted by law, except as needed to enforce an award or as required by law.

(e) Fees and Costs. Each party will bear its own attorneys’ fees and costs, and arbitration fees will be allocated under AAA rules unless the arbitrator determines otherwise as permitted by law.

(f) Time Limit. To the extent permitted by law, any Dispute must be brought within 1 year after the Dispute arises, or it is permanently barred.

(g) Judgment. Judgment on the award may be entered in any court of competent jurisdiction.

11.4 Injunctive Relief. Abbara may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information or to prevent misuse of Licensed Content.

12. Miscellaneous

12.1 Entire Agreement. This Agreement, together with any Orders, is the entire agreement between you and Abbara regarding the Licensed Content and supersedes all prior understandings on that subject.

12.2 Assignment. You may not assign or transfer this Agreement or any rights under it without Abbara’s prior written consent. Abbara may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of assets.

12.3 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect.

12.4 No Waiver. Failure to enforce any provision is not a waiver.

12.5 Notices. Notices to Abbara must be sent to:Abbara Sounds, Inc.2093 Philadelphia Pike #8865Claymond, DE 19703Email: notice@abbarasounds.com

12.6 Electronic Acceptance. You agree that clicking “I agree,” downloading Licensed Content, or otherwise using Licensed Content constitutes acceptance of this Agreement.