If you have been granted an account by application, you will need to sign our supplier agreement. You can find this here:

AudioFruits Supplier License Agreement

Effective Date: ____________

This Supplier License Agreement ("Agreement") is entered into by and between AudioFruits, a division of THAT NINETIES KID MUSIC GROUP LLC, with a principal place of business at 1235 East Blvd
Suite E #838 Charlotte, NC 28203 United States ("Company"), and the undersigned content supplier ("Supplier"), collectively referred to herein as the "Parties" and individually as a "Party."

This Agreement governs the terms under which Supplier agrees to provide musical works and sound recordings to Company for use in Company’s proprietary catalog, content systems, and related services, including but not limited to downstream client integrations, technological development, and commercial distribution.

1. DEFINITIONS

1.1 "Content" means any and all musical works (including compositions and lyrics) and sound recordings (including masters, alternate versions, stems, and derivative works) that Supplier provides or has provided to Company for inclusion in its catalog.

1.2 "Rights Holder" means the person or entity that owns or controls the copyright in the Content, including but not limited to the master recording, underlying composition, and any associated rights.

1.3 "Clients" refers to any third-party platforms, companies, organizations, or systems that license or utilize Content through Company’s catalog, services, or APIs.

1.4 "Permitted Uses" refers to all Company-authorized uses of the Content, as outlined in Section 3.

2. GRANT OF RIGHTS

2.1 Supplier hereby grants to Company a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, display, distribute, adapt, perform, transmit, modify, create derivative works from, and otherwise exploit the Content for the Permitted Uses.

2.2 The rights granted include, without limitation: a. Synchronization and background music licensing; b. Use in metadata systems, fingerprinting, tagging, or audio identification technologies; c. Use in music recommendation and search tools; d. Analysis or transformation by machine learning models, neural networks, or artificial intelligence frameworks; e. Training, refining, or calibrating systems designed to understand, generate, or manipulate musical patterns, moods, structures, lyrics, or sonic textures; f. Integration into applications, APIs, or other software systems made available to Company Clients; g. Storage, backup, and archival purposes.

2.3 Supplier acknowledges that some or all Content may be used in conjunction with technologies or services that analyze, interpret, and generate music or related assets via artificial intelligence and machine learning, including generative audio applications. Supplier consents to such use within the scope of this Agreement.

3. REPRESENTATIONS AND WARRANTIES

3.1 Supplier represents and warrants that: a. Supplier has the full right, power, and authority to enter into this Agreement and to grant the rights provided herein; b. Supplier either owns or has secured all rights, licenses, permissions, consents, and approvals from all Rights Holders necessary to grant Company the rights outlined in Section 2; c. The Content does not infringe upon or misappropriate any intellectual property right, privacy right, publicity right, or any other proprietary or personal right of any third party; d. The Content is not subject to any contractual or legal obligations that would prevent, conflict with, or limit Company’s ability to exercise its rights under this Agreement; e. Supplier shall notify Company immediately if any Content is subject to a claim or dispute related to rights, ownership, or licensing.

4. OWNERSHIP AND ATTRIBUTION

4.1 Nothing in this Agreement shall transfer ownership of the Content to Company. All rights not expressly granted herein are reserved by Supplier or its Rights Holders.

4.2 Company shall not be required to provide credit or attribution for the use of Content unless expressly agreed in writing.

5. COMPENSATION

5.1 Unless otherwise agreed in writing, Supplier shall not be entitled to receive royalties, fees, or other compensation in connection with Company’s use of the Content for Permitted Uses.

5.2 Any revenue-sharing or payment structure shall be governed by a separate written agreement or annex between the Parties.

6. INDEMNIFICATION

6.1 Supplier agrees to indemnify, defend, and hold harmless Company, its affiliates, licensees, Clients, and their respective officers, directors, employees, and agents from any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: a. Any breach or alleged breach of Supplier’s representations, warranties, or obligations under this Agreement; b. Any claim that the Content, or Company’s use thereof, infringes, violates, or misappropriates any third-party rights; c. Any failure by Supplier to secure or maintain appropriate licenses, consents, or permissions from Rights Holders.

7. CONFIDENTIALITY

7.1 The Parties agree to keep the terms of this Agreement, and any non-public information disclosed in connection with this Agreement, strictly confidential, except where disclosure is required by law or necessary to confirm licensing rights to Company’s Clients.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date and remain in effect unless terminated by either Party with thirty (30) days’ written notice.

8.2 Termination shall not affect: a. Any rights already sublicensed to third parties; b. Content already incorporated into machine learning or AI models; c. Data, models, or systems developed during the Term using Content supplied by Supplier.

8.3 Company shall have no obligation to delete, retract, or alter prior outputs, datasets, or trained systems.

9. GOVERNING LAW AND DISPUTES

9.1 This Agreement shall be governed by and construed in accordance with the laws of Mecklenburg County, North Carolina, United States, without regard to conflict of law principles.

9.2 Any disputes arising from this Agreement shall be resolved through good faith negotiations. If unresolved, disputes shall be submitted to binding arbitration under the rules of the Court of North Carolina, with proceedings held in Mecklenburg County.

10. MISCELLANEOUS

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements or understandings.

10.2 Amendments. No amendment shall be valid unless in writing and signed by both Parties.

10.3 Assignment. Company may assign this Agreement freely. Supplier may not assign without Company’s written consent.

10.4 Survival. Sections 3 (Warranties), 6 (Indemnification), 7 (Confidentiality), and 9 (Governing Law) shall survive termination.

10.5 Notices. All notices must be sent in writing to the Parties’ primary business addresses or emails.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SUPPLIER: Name: _____________________________________
Company (if applicable): _______________________
Signature: __________________________________
Date: ______________________________________

AUDIOFRUITS:
Name: _____________________________________
Title: ______________________________________
Signature: _________________________________
Date: ______________________________________

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