Enter Info: Wellness in Music 2026 Toolkit Terms & Conditions

I acknowledge by acceptance of this agreement to abide by the following Terms and Conditions (defined below) set forth by MusiCares Foundation, Inc. (“MusiCares”) with respect to use of the 2026 MusiCares Wellness in Music Survey Toolkit (“Content”).

1. LICENSE GRANT
MusiCares hereby grants to Agreeing Party, solely for the term defined as April 5, 2026, to April 30, 2026 (“Term”), and within the United States of America (“Territory”), the non-exclusive limited right and license to use the Content , solely for the “Purpose” (to promote Agreeing Party’s participation in the MusiCares + Maven program) (this “License”). Agreeing Party may not sublicense, assign, convey, delegate or transfer this License or its right to use the Content and any violation thereof shall be void ab initio. Except for the Licensed Use, as defined below, Agreeing Party shall not use, display, copy, disseminate, or otherwise exploit the Content in any manner whatsoever.

2. APPROVAL AND RULES

Agreeing Party shall obtain the prior written approval of MusiCares for each use or exploitation of the Content in accordance with the License (if approved, a “Licensed Use”), and Agreeing Party shall not use the Content without such prior approval. Each Licensed Use shall conform in all respects to the quality and form approved by MusiCares. Each Licensed Use shall comply with all Usage Rules and Style Guides (as available within the content) that MusiCares may provide to Agreeing Party from time to time. Agreeing Party shall provide MusiCares with samples of all Licensed Uses upon request.

3. REQUIRED MARKINGS

Agreeing Party shall display in connection with each Licensed Use of the Content all markings and notices required by law or as requested by MusiCares. Agreeing Party shall not display its own or any third party copyright or trademark notice in connection with the Content, unless approved by MusiCares.

4. OWNERSHIP OF CONTENT

Agreeing Party acknowledges that MusiCares owns all right, title, and interest in and to the Content. Agreeing Party agrees not to take any action or assist another in taking any action contesting or in any way impairing any part of MusiCares’ right, title, and interest in and to the Content. Agreeing Party’s use of the Content shall inure exclusively to the benefit of MusiCares. All rights of MusiCares not expressly granted to Agreeing Party herein are expressly reserved to MusiCares. Agreeing Party agrees and acknowledges that following the expiration of the Term or earlier termination of the License and these Terms and Conditions, all rights herein granted to Agreeing Party shall terminate and Agreeing Party will not use any of the Content for any purpose. These Terms and Conditions are personal to Agreeing Party, and Agreeing Party shall not assign the License or these Terms and Conditions or any of its rights hereunder without the prior written approval of MusiCares. MusiCares may assign the License (and these Terms and Conditions) and any of its rights and obligations hereunder to any affiliate or successor of all or substantially all of its assets. Subject to the foregoing, the License and these Terms and Conditions shall be binding upon each party’s successors and assigns.

5. WARRANTIES; REPRESENTATIONS AND INDEMNITY

(a) MusiCares makes no representations or warranties concerning the Content or the use, and expressly waives all implied warranties, of merchantability and fitness for any particular use. (b) Agreeing Party agrees to defend, indemnify, and hold MusiCares and its subsidiaries, affiliates, successors, assigns, officers, and directors (collectively, the “Indemnified Party”), free and harmless from and against all out-of-pocket costs and expenses (including reasonable outside attorneys’ fees and other reasonable outside legal expenses) arising out of or related to third-party claims resulting from (i) a breach by Agreeing Party of these Terms and Conditions (including, without limitation, with respect to the License), (ii) the negligent or more culpable conduct of Agreeing Party, and/or (iii) the violation of any law, rule or ordinance by Agreeing Party. This indemnification set forth in this Section 5(b) shall survive and shall be enforceable beyond the expiration or earlier termination of the Term or these Terms and Conditions. (c) MUSICARES SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO AGREEING PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING FROM THE BREACH, EXPIRATION OR TERMINATION OF THESE TERMS AND CONDITIONS (EVEN IF AGREEING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). Notwithstanding anything in these Terms and Conditions to the contrary, the maximum liability of MusiCares to Agreeing Party for any and all claims arising out of or related to these Terms and Conditions (at law or in equity) will not exceed One Hundred Dollars ($100.00).

6. TERMINATION

(a) Notwithstanding anything to the contrary, in addition to all other remedies available at law or in equity, MusiCares may earlier terminate the License if Agreeing Party breaches the above Terms and Conditions, upon fifteen (15) days written notice thereof and chance to cure therein. (b) MusiCares may terminate this License at any time upon thirty (30) days notice to Agreeing Party.

7. MISCELLANEOUS

(a) The License terms contained in these paragraphs (1)-(7) (collectively, the “Terms and Conditions”) contain the entire understanding of the parties relating to the subject matter hereof and cannot be changed except by written agreement signed by both parties. (b) The validity, interpretation and legal effect of these terms and conditions shall be governed by the laws of the state of California applicable to contracts entered into and performed entirely within the state of California (without giving effect to any conflict of law principles under California law). The California courts (state and federal, shall have sole jurisdiction of any and all controversies arising out of or related to these Terms and Conditions; any action or other proceeding which involves such a controversy shall be brought in these courts in Los Angeles, California and not elsewhere. MusiCares and Agreeing Party waive any and all objections to venue in those courts and hereby submit to the jurisdiction of those courts. In the event that MusiCares is the prevailing party in any legal action between MusiCares and Agreeing Party arising from or related to these Terms and Conditions, whether instituted by MusiCares or by Agreeing Party, Agreeing Party shall promptly reimburse MusiCares for all costs and expenses (including reasonable outside attorney’s fees) incurred by MusiCares in connection therewith.