What’s Your DA:NCE Why?

User Content License Agreement
This User Content License Agreement (“Agreement”) is a binding agreement between you (“you”) and Soul to Sole Choreography dba DA:NCE (Dance Awareness: No Child Exploited) (“DA:NCE”), publisher of the musical composition entitled “She Loves to Move” (the “Composition”) written by Steve Siler (the “Composer”), and the sound recording thereof available for download here (the “Recording”). This Agreement governs DA:NCE’s use of User Content (defined below).
BY UPLOADING USER CONTENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT UPLOAD USER CONTENT.
User Content License Grant. You hereby grant to DA:NCE a limited, non-exclusive, nontransferable, perpetual, royalty-free license to use and publicly display audiovisual content featuring the Recording or a continuous portion thereof in synchronization or timed relation with dance choreography (“User Content”) for the purpose of celebrating healthy non-sexualized dance and/or bringing awareness and education to protect children in dance from exploitation through hypersexualization, including use in connection the program DA:NCE (Dance Awareness: No Child Exploited) and related programs and organizations. You represent and warrant that User Content will not violate any right of a third party, including, without limitation copyright, trademark, and right of publicity or privacy. You acknowledge and agree that you (i) did not make any changes to the Recording other than to shorten the Recording using a continuous portion thereof; (ii) use the Composition other than as embodied in the Recording or make any changes to or arrangements of the Composition; (iii) use any sound-alike or other recordings in which an artist (solo or group) performs the Composition in such a way as to imitate the Recording; or (iv) use the name, image, likeness, or voice of the Composer unless specifically approved in advance by DA:NCE or the Composer.
Acknowledgment of Rights. You hereby acknowledge and agree that you have no ownership rights in and to the Composition or Recording and all rights in and to the Composition and Recording are hereby reserved by DA:NCE and/or Composer.
Credits. You acknowledge and agree that you have provided a credit in the end titles on all User Content in the following form:
She Loves to Move
Words & Music by Steve Siler
Published by DA:NCE (Dance Awareness: No Child Exploited)
© DA:NCE (Dance Awareness: No Child Exploited), 2022
Your inadvertent failure to comply with the foregoing credit provision will not constitute a breach of this Agreement provided you cure any inadvertent failure to comply with the foregoing credit provision within five (5) business days of issuing of a notice to cure. Failure to so cure amounts to a breach of this Agreement and DA:NCE has the sole and exclusive right and discretion to terminate this Agreement and revoke any and all uses of the Recording.
Term and Termination. The term of this Agreement commences when you upload User Content and will continue in effect in perpetuity or until earlier terminated by DA:NCE, in its sole discretion.
Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT THE RECORDING WAS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DA:NCE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE RECORDING, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE RECORDING WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, MEET ANY QUALITY STANDARDS, OR BE ERROR-FREE.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DA:NCE HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR UPLOAD OF USER CONTENT AND YOUR USE OF OR INABILITY TO USE THE RECORDING FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification. You agree to indemnify, defend, and hold harmless DA:NCE and its officers, directors, employees, agents, affiliates, licensees, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the Recording or your breach of this Agreement, including but not limited to actions arising from or relating to User Content and any other content you create featuring the Recording or portions thereof.
Assignment. DA:NCE may assign or otherwise transfer any of its rights, or delegate or otherwise transfer all or any of its obligations or performance under this Agreement to any party. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance under this Agreement, without DA:NCE’s prior written consent, which may be withheld in her sole discretion. Any purported assignment, delegation, or transfer in violation of this Section is void. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of California in each case located in City of Los Angeles. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Entire Agreement. This Agreement constitutes the entire agreement between you and DA:NCE with respect to this subject matter and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to this subject matter.
Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.