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LEGAL

DRAFT, subject to attorney review before live use. This document is a template prepared by in-house counsel. It is not legal advice and must be reviewed by a licensed attorney before it is used with any customer.

Download and Stems License

This is the license you get when you buy a download, a stem pack, or an instrumental on orchacollective.io. It is different from a sync license. A download here is for personal enjoyment, or a set of files you use inside a use you are separately licensed for. It is not a commercial sync license on its own.

Parties. This agreement is between Orcha Systems LLC, doing business as Orcha Collective ("Orcha," "we," "us"), and you, the buyer ("you"). It takes effect when your payment clears. The specific track and item are shown in your checkout summary and order confirmation, which are part of this agreement.

1. What You Are Buying

  • A download is a copy of a track for your personal, non-commercial use — to listen to and keep.
  • A stem pack is the track delivered as separated production files (for example, drums, bass, vocals).
  • An instrumental is the track without its lead vocal.

Buying any of these is a license, not a sale of the music. Orcha (or, for a collective track, the collective artist) keeps all ownership of the recording and the song.

2. Personal-Use Download

For a plain download, you may:

  • play it on devices you own or control, and
  • keep your copy.

You may not:

  • use it in any commercial or public-facing production (a video, ad, game, podcast, or other timed media) — that needs a sync license or an active subscription that covers the use;
  • resell, share, upload, or redistribute the file to anyone else; or
  • register it with a performing rights organization or claim any share in it.

3. Stems and Instrumentals

Stems and instrumentals are production materials. When you buy them, you may:

  • edit, rearrange, remix, and adapt the licensed track for your own project using the delivered files.

You may not:

  • redistribute the stems or instrumental as stems, samples, loops, or source material, on their own or in a pack;
  • resell or sublicense the files as music or as production assets;
  • use them, or any track from Orcha, to train or fine-tune an AI or machine-learning model; or
  • distribute the underlying music as a standalone track.

Important: buying stems or an instrumental gives you the files and the right to work with them. Using the resulting production commercially or in timed media still requires a matching sync license for that track, or an active subscription tier that covers your use. The stem or instrumental purchase does not, by itself, grant a commercial-use right the track's license does not already give you.

4. Delivery and Redownload

Files are delivered digitally after payment. Your access link is time-limited for security; if it expires before you have saved your files, contact us and we will restore access. Keep a backup of what you download.

5. Ownership and Credit

The music stays owned by Orcha or the collective artist. Your own production — your video or project — is yours. Where practical, please credit "Music: Orcha Collective"; credit is appreciated but not required.

6. Warranties and Liability

Orcha warrants that it owns or controls the item and has the right to license it, and that, to its knowledge, it contains no uncleared third-party samples or masters. Except for that, the item is provided "as is," without any other warranty. To the fullest extent the law allows, Orcha's total liability for any claim is capped at the amount you paid for the item, and Orcha is not liable for indirect, incidental, or consequential damages.

For AI-assisted catalog tracks, the clearance is warranted but copyright registrability is not. See the AI Disclosure Policy.

7. Refunds

Digital goods are delivered instantly and are final once delivered, subject to the Refund Policy.

8. Governing Law and Entire Agreement

This agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules, and any dispute will be brought in the state or federal courts located in Georgia. This agreement, with your checkout summary, is the entire agreement about the item you bought. If any part is unenforceable, the rest stays in effect.

Contact: licensing@orchacollective.io