Terms of Use and Licensing Agreement

This Terms of Use and Licensing Agreement, along with the information and policies contained in the Privacy Policy, FAQ, and any other documents referred to herein (collectively, these “Terms”) set out the legal terms and conditions applicable to your (“You” or “Your”) use of our website www.regie-espiritu.com (the “Site”), any of its subdomains, and any other websites operated by Us or on our behalf and any other services we offer.

This Site is owned and operated by Reginald Espiritu (“Espiritu,” “Us,” “Our,” or “We”). You may use this Site only subject to Your acceptance of and compliance with these Terms. If You do not agree with these Terms, You may not use this Site.

If You use the Site, or if You order Musical Work through the Site, You are entering into a license agreement and We accept this as Your acknowledgment and acceptance of these Terms and constitutes a binding agreement between You and Us.

Changes to these Terms
Any changes to these Terms will be included in a revised version of these Terms accessible through the Site. If You do not accept any revisions made to these Terms, You must stop using the Site.
Purpose of the Site
The purpose of the Site is to allow You to commission an original musical work (“Musical Work”) for Your personal or commercial use as defined in these Terms and authorized by Us (the “Services”).
Restrictions on Your Use of the Site
We grant You a limited, nonexclusive and revocable license to make use of the Site. You agree to use this Site only for lawful purposes and in accordance with these Terms. Your use of this Site may be terminated by Us at Our discretion. We reserve the right to determine, limit, provide, and withdraw access to the Site. This Site may not be used by children under the age of 18. Without limiting the foregoing, You specifically agree that You shall not:
- submit information that is untrue, harassing, abusive, threatening, advertising, soliciting, advocating an illegal activity, infringing, or in violation of any law;
- access, download or copy any other user’s account information;
- bypass any technical measures used to prevent or restrict access to any portion of the Site;
- violate or attempt to violate the security of the Site;
- interfere with or attempt to interfere with the proper working of the Site;
- engage in any unauthorized use of content and materials included on the Site which, unless otherwise noted, is owned by Us;
- make commercial use of the Site beyond the uses contemplated herein or modify, adapt, translate, copy, reproduce, imitate, distribute, publish or resell the Site or any of the content on the Site;
- use any data mining, robots, or similar automated data gathering and extraction tools to access the Site;
- reverse engineer, decompile or disassemble the Site, or convert into human readable form any of the contents of this Site not intended to be so read.
Submitted Information and Can‐Spam
You agree and warrant that all information You provide to Us directly and/or through this Site, including but not limited to any contact information, is truthful and accurate. We reserve the right to send You informational email messages about the Site or Your use of the Site as permitted under the CAN‐SPAM Act (15 U.S.C. §7701 et seq.). You agree that any and all communications sent to You electronically via the e‐mail address you provide to Us will satisfy any legal requirement that such communications be in writing.
Submission of Content and User Activity
You understand that all information, communications, data, text, photographs, scans, or other materials that are uploaded, submitted, posted, emailed, transmitted, or otherwise made available on or through the Site (collectively, “Content”) are the sole responsibility of the person or company from which such Content originated. This means that You, and not Espiritu, are entirely responsible for all Content that originates from You.
You grant the following license with respect to any and all Content: You hereby expressly grant to Espiritu a royalty‐free, perpetual, non‐exclusive, irrevocable right and license to use, reproduce, adapt, modify, publish, edit, translate, perform, transmit, exploit, sublicense or otherwise distribute and display the Content submitted in connection with the Site, any Musical Work created by or for you through the Site, and the Site’s advertising, without restriction and without compensation of any kind to You, and You waive all moral rights in all such Content.
You represent and warrant that You own or otherwise control all the rights to any Content that originates from You; that use of the Content You provide does not violate the intellectual property rights or any other rights of any third parties, and that use of the Content You provide will not cause injury to any person or entity. In line with, and without limiting, the foregoing, You specifically agree that You will not:
- provide any Content that is unlawful (according to local, state, federal or international law) or any Content that advocates illegal activity;
- provide any Content that is defamatory, false or libelous, or that contains unlawful, harmful, threatening, harassing, discriminatory, abusive, profane, pornographic or obscene material;
- provide any Content that You do not have a right to provide under law or under a contractual or fiduciary relationship;
- provide any Content that contains software viruses or other harmful devices; or
- impersonate any other person or entity or forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content You provide.
You acknowledge, consent and agree that Espiritu may disclose any Content You submit if required to do so by law or in a good faith belief that such access or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third‐parties; (d) respond to Your requests for customer service; or (e) protect the rights, property, or personal safety of Espiritu, its affiliates, its personnel, other users and the public.
Espiritu does not guarantee the accuracy, integrity, or quality of any Content. You understand that by using the Site, You may be exposed to Content that is inaccurate, offensive, indecent or objectionable. Under no circumstances will Espiritu be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site and/or associated Services.
The opinions expressed in Content and on this Site are not necessarily those of Espiritu or its content providers, advertisers, sponsors, customers, affiliates, or related entities. Espiritu makes no representations or warranties regarding any information or opinions posted to or otherwise included on or transmitted through the Site. Espiritu does not represent or guarantee the truthfulness, accuracy, or reliability of any Content or determine whether the Content violates the rights of others. You acknowledge that any reliance on material posted, submitted, or otherwise made available through the Site by others will be at Your own risk.
You acknowledge that Espiritu is not obligated to pre‐screen, regularly review, monitor, delete or edit the Content of the Site. However, Espiritu reserves the right to do so at any time at its sole discretion, either itself or through its designees, for any reason or no reason, and to edit or delete any posting or
submission with or without notice. Without limiting the foregoing, You agree that Espiritu and its designees have the right to edit, remove, or delete any Content that violates these Terms or that Espiritu otherwise finds objectionable. Espiritu is not responsible or liable for damages of any kind arising from any Content, or from Espiritu’s alteration or deletion of any Content, even when Espiritu is advised of the possibility of such damages.
Customer Services and Obligations
You will be considered a “Customer” of Espiritu if you complete the online ordering process, submit the designated payment, and if We accept your order request. Upon receipt and acceptance of your order, a Music Artist will compose an original Musical Work based on the Content and order specifications you’ve provided to Us. Order specifications include, but are not limited to, length, mood, voice preference, and instrumentation. We and the Music Artist reserve the right to decline any order or to not honor specific content or order requests that would violate these Terms. We will then deliver to You a digital copy of the Musical Work in the agreed‐upon format and, if requested, publish a copy of that Musical Work to the specified online platform.
Licensing Options
Conditioned upon receipt of payment in full from You of the applicable fees (“Fee”), Espiritu will grant to You either a Personal Use License or Commercial Use License based on the parameters You selected and paid for when placing Your order on Our website.
Personal Use License
Under Our Personal Use License, upon delivery of the Musical Work, We grant to You a perpetual, worldwide, royalty free, nonexclusive license to the Musical Work for your personal use only.
You must be an individual (not a registered LLC or other business entity) wishing to license one Musical Work for the creation of an audiovisual work for individual, personal use only. You shall have no right to copy, sell, lease, publicly perform, license, distribute, or otherwise grant rights in and to the Musical Work to others.
Commercial Use Licenses
A Commercial Use License may be granted by Us to You upon request made by You prior to delivery of the Musical Work. If We grant you a Commercial Use License You may use the Musical Work in Your commercial productions solely for the single use, territory, term, scope and other parameters as disclosed to Us by You through our website. For avoidance of doubt and for purposes of clarity, the available Licenses are defined below and are incorporated herein by reference. The license granted by Espiritu to You in respect of the Musical Work is a nonexclusive, non‐transferable, single purpose license and is subject to the terms and conditions of these Terms. The license granted to You does not authorize or permit any use of the Musical Work not expressly set forth in these Terms.
- Independent Film License
  - Under Our Independent Film License, You must be an individual wishing to license one Musical Work for the creation of an independent film, student film or trailer, outside of a formal film studio system, either short or feature length and not intended for general theatrical release. This license is a perpetual license for the full duration use of the Musical Work in one (1) film or trailer.
    The creation of any film being funded and/or released by a formal film studio, or any commercial use relating to a business, non‐profit, product or service is prohibited. Total project budget may not exceed $250,000 USD (in line with SAG Ultra Low Budget Productions).
- Small Business License
  - Under Our Small Business License, You must be an individual wishing to license one Musical Work for the creation of an audiovisual work or photo slideshow on behalf of a client or agency, either for advertising, company highlights, award show, or reel purposes. This license is a perpetual license for a single video use (does not include cutdowns, edits, versions, or lifts).
- Non‐Profit License
  - Under Our Non‐Profit License, You must be an individual wishing to license one Musical Work for the creation of an audiovisual work or photo slideshow that highlights a registered non‐ profit organization or it’s initiatives and services. A company is considered a Non‐Profit only if it is registered with the government as an eligible and official Non‐Profit Organization. This license is a perpetual license for a single video use (does not include cutdowns, edits, versions, or lifts).
    End client cannot be a person or organization engaged in for profit business. Video content may not contain any product advertisements or endorsements.
- Wedding License
  - Under Our Wedding License, You must be an individual wishing to license one Musical Work for the creation of a film or photo slideshow that covers the wedding day or similar event, for that couples’ use and for promotion on your website or social media, so long as there is no ad spend. This license is a perpetual license for a single video use (does not include cutdowns, edits, versions, or lifts).
    This license does not cover promotional films or advertisements for a business related to weddings (e.g. event designer, a venue, the florist, photographer or videographer).
- Event License
  - Under Our Event License, You must be an individual wishing to license one Musical Work for the creation of an audiovisual work or photo slideshow for use within a live “performance”, to be shown on a single (1) day. This license is a perpetual license for a single video or presentation use (does not include cutdowns, edits, versions, or lifts). This license is limited to live/event usage, does not include any live streaming or other Web/Digital distribution.
These Terms are limited to the use of the Musical Work in accordance with the terms of the license granted to You by Us in all respects to the restrictions set forth therein and without limiting the foregoing, does not include the following rights and you may not use the Musical Work: (a) to advertise goods or services in any means or by any manner now or hereafter known, (b) on television, in motion pictures (except as explicitly set forth in the Independent Film License section above, provided you have been granted the same), in video games, in webisodes or on the radio; (c) for any unlawful activity or in any manner or any means which may be deemed by a reasonable person to be detrimental to US; (d) on phonorecords, (e) on any premium streaming service, whether interactive or on demand and/or (f) in any manner not specifically enumerated herein or with respect to which no grant of rights is specified. Furthermore, you may not (i) alter the fundamental character of the music or the lyrics of the Musical Work; (ii) parody the music or the lyrics of the Musical Work; (iii) make foreign adaptations and/or translations of the music and/or lyrics of the Musical Work; (iv) use the story of the Musical Work or dramatically depict the Musical Work; (v) use the title of the Musical Work or the name of the artist and/or songwriter(s) except for the purposes of any required credit, and/or (vi) otherwise alter, edit or remix the Musical Work. This license shall not transfer to You nor shall you assert any ownership interest whatsoever (including, but not limited to, copyright, trademark, and/or goodwill) in or to the Musical Work. In no event shall the Musical Work be featured separately from the approved use, or be offered or provided in or as a non‐linear, downloadable, or alterable file. You expressly acknowledge and agree that no right of public performance of the Musical Work is granted under these Terms and you shall be responsible for securing all necessary public performance licenses and paying all public performance fees. Espiritu reserves all rights not expressly granted under this License Agreement.
Ownership Rights
No ownership rights in or to the Musical Work will be transferred, assigned, or sold to You unless otherwise agreed upon in writing duly executed by You and Us.
Use of Names
You have the right to use or refer to the name(s) of the author(s) and performer(s) of the Musical Work in the credits, and in any promotions, advertisements and publicity of the Musical Work or any projects or productions in which the Musical Work is utilized. In this regard, you agree upon our request, to accord credit in substantially the same manner as you accord credit to all other participants in the Production.
Indemnification
You shall defend, indemnify and hold harmless Espiritu, its affiliates and their respective directors shareholders, officers, members, agents, employees successors and assigns, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys’ fees and costs), arising from or related to your breach of these Terms or your unauthorized use of the Musical Work or your use of the site.
DISCLAIMER OF WARRANTIES
THIS SITE, ITS CONTENT, AND ANY ASSOCIATED SERVICES OR MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ESPIRITU MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE, OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED WITH THIS SITE OR THE SERVICES PROVIDED THROUGH THIS SITE. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ESPIRITU DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF WORKMANLIKE EFFORT, OF SUITABILITY, AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF CONTENT, OR OF NON‐INFRINGEMENT, AS WELL AS WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OR TRADE. FURTHER, ESPIRITU MAKES NO REPRESENTATIONS OR WARRANTIES THAT THIS SITE AND/OR ITS CONTENTS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR‐FREE.
BY USING THE SITE, YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. ESPIRITU DOES NOT WARRANT OR GUARANTEE THAT ANY COMPONENT OF THE SITE IS FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS. ESPIRITU DOES NOT GUARANTEE THE CONTINUOUS, UNINTERRUPTED AND ERROR‐FREE OPERATION OF THIS SITE, NOR THAT ALL COMMUNICATIONS WILL BE SECURE FROM ACCESS OR INTERFERENCE BY THIRD PARTIES.
ESPIRITU IS NOT LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM OR OTHERWISE RELATED TO YOUR USE OF OR INABILITY TO USE THIS SITE, EVEN IF ESPIRITU HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU ARE SOLELY RESPONSIBLE FOR COMPLIANCE WITH APPLICABLE LOCAL LAWS CONNECTED WITH YOUR USE OF THE SITE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATION MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
Ownership of Copyrights and Trademarks
All trademarks, logos, and service marks displayed on the Site are owned by Espiritu and third parties, and the Site’s trade dress is owned by Espiritu. Excluding any user generated, submitted, or posted
Content, which is owned by the Site’s respective users, all copyrightable contents of the Site, including code, materials, artwork, and information provided by or through the Site, is owned by Espiritu or third parties.
Copyright Infringement Claims
Espiritu respects the intellectual property rights of third parties, and complies with the terms of the Digital Millennium Copyright Act (DMCA) regarding such rights. Espiritu reserves the right to remove access to infringing material posted to its Site. Such actions do not affect or modify any other rights Espiritu may have under law or contract.
If You believe that any portion of the material contained on this Site infringes Your copyright, notify Espiritu of Your claim in accordance with the following procedure. We will take appropriate action as required by the Digital Millennium Copyright Act (DMCA), 17 U.S.C. § 512(c)(3).
To be effective, the Notification must be in writing and contain the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Upon receipt of the written Notification containing the information outlined above, Espiritu will:
Remove or disable access to the material that is alleged to be infringing;
Forward the written notification to such alleged infringer;
Take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.
A Counter Notification will be effective if in writing, provided to the Designated Agent, and including substantially the following:
A physical or electronic signature of the alleged infringer;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
The alleged infringer’s name, address, and telephone number, and a statement that the alleged infringer consents to jurisdiction of Federal District Court for the judicial district in which the address is located or, if outside of the United States, for any judicial district in which Espiritu may be found, and that the alleged infringer will accept service of process from the person who provided notification or the agent of such person.
Upon receipt of a Counter Notification containing the information outlined above, Espiritu will: promptly provide the complaining party with a copy of the Counter Notification;
inform the complaining party that it will replace the removed material within ten (10) to fourteen (14) business days following the receipt of the Counter Notification, provided Espiritu’s Designated Agent has not received notice from the complaining party that an action has been filed seeking a court order to restrain alleged infringer from engaging in infringing activity relating to the material on Espiritu’s network or system.
This process only relates to reporting a claim of copyright infringement. Messages related to other matters will not receive a response through this process.
Privacy Policy
You acknowledge that You have read and agreed to Our Privacy Policy.
Third Party Sites
This Site may link You to other sites on the Internet (“Linked Sites”). The Linked Sites are not under Espiritu’s control, and Espiritu is not responsible for the contents of any Linked Sites, including without limitation the accuracy, copyright compliance, legality, or decency of the Linked Sites or any links contained therein. These links are provided for Your convenience, and do not imply an endorsement of the Linked Sites by Espiritu or any association of its operators.
Severability
Each of the sections and paragraphs of these Terms and Conditions operates on it’s own. If any court of law or relevant authority deems any of them as unlawful or unenforceable, the remaining sections and paragraphs will remain in full force and effect.
Assignability
These Terms, and any rights and licenses granted hereunder, may not be assigned, transferred, delegated, or sublicensed by You, but may be assigned, transferred, delegated, or sublicensed by Us without restriction.
Waiver and Force Majeure
Failure by Us to enforce these Terms does not constitute a waiver of Our rights under these Terms. In addition, Espiritu will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations to You if such failure or delay is caused by an event outside of Our control. An event outside of Our control means any act or event beyond Our reasonable control such as act(s) of God, wars, terrorist attacks, embargoes, pandemic, thefts, riots, strikes, lock‐outs, trade disputes, fires, floods, earthquakes or other natural disasters, break‐down, inclement weather, interruption of transport, Government action or failure of public or private telecommunications or transport networks.
Resolution of Disputes
The laws of the State of California, United States, will govern these Terms and any dispute of any sort that may arise between Us. Regardless of where You access this Site, You agree that any action arising out of Your use of the Site must be brought in the state or federal courts serving Orange County, California, USA, and You hereby irrevocably and unconditionally consent to the exclusive personal jurisdiction of such courts.
Revision Policy
Upon delivery of the Musical Work digital audio file, You will have seven (7) days to submit a request for revision. Requests for revision can include extending the track length, adding different instrumentation, changing the mood or genre. All requests for revision will be reviewed on a case by case basis and a fee to perform the requested revision will be assessed and sent to You (“Revision Fee”) for your approval prior to any revisions on the Musical Work being performed.
Refund and Cancelation Policy
You cannot request a refund unless you have previously requested a revision as detailed above. Upon delivery of the revised Musical Work digital audio file, You will have seven (7) days to submit a request for refund in the event that You are dissatisfied with the revised Musical Work. However, all refund requests are reviewed on a case by case basis and You expressly acknowledge and agree that every Musical Work is custom made to‐order and cannot be reused by another customer. We have sole discretion as to whether or not We will offer You any refund whatsoever.
If You would like to cancel Your order, You must do so within 24 hours of placing the order on the Site.

Terms of Use and Licensing Agreement

Regie Espiritu