CM-2024-192 - 7/5/2024
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Enterprise Subscription Agreement
Business Package
This Enterprise Subscription Agreement – Business Package (the “Agreement”) is entered into on , by
and between Artlist Ltd., a company incorporated under the laws of the State of Israel, having its principal
offices at 20 Ahad Ha’am, Tel Aviv, Israel (“Artlist”), and City of Round Rock, a company incorporated
under the laws of Round Rock, Texas, having its principal offices at 221 East Main Street, Round Rock,
Texas 78664, United States (“ The Customer”). Artlist and The Customer shall also be known, each as a
“Party” and collectively as the “Parties”.
WHEREAS, Artlist offers certain rights to use songs, sound effects, clips, footage, animation, 3D and
video templates available in Artlist’s website.
WHEREAS, Artlist offers certain rights to use certain digital media files and plug-ins available in Motion
Array website.
WHEREAS, The Customer desires to purchase a Subscription (as defined below) for usage in multiple
seats and with additional services and further special terms as described below.
WHEREAS, Artlist is willing to grant to The Customer the rights under the terms described below.
NOW THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally
bound, the Parties hereto hereby declare and agree as follows:
1.Definitions
In this Agreement, the following words and expressions shall have the meaning described below:
1.1. “The Assets” – shall mean copies of the assets as described in the Order Form (as defined
below).
1.2. “Business Package Services” – access to the Websites and the catalogue of The Assets presented
thereon under The Plan described in the Order Form, including the search engine, the curated
collections, personalized content suggestion features and all other services provided on the
Websites from time to time, as well as premium customer success and dedicated account
manager, as determined by Artlist from time to time which shall be provided by Artlist during
the Subscription Period.
1.3. “Order Form” – a mutually agreed order form signed by the parties as of the date hereof or
thereafter.
1.4. “Project” – means an audio-visual production created by or on behalf of The Customer,
combining sound and visual media, which incorporate any of The Assets.
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1.5. “Right to Use” – the rights granted to The Customer to access, download and use The Assets as
further detailed in this Agreement and in the Order Form.
1.6. “Start Date”; “Subscription Period”; “Payment Terms”; “The Plan” – each as set forth in the
applicable Order Form.
1.7. “Websites” – www.artlist.io; www.motionarray.com.
2.Subscription
2.1. Subscription. The Parties may enter into one or more Order Form(s), pursuant to which The
Customer may purchase a subscription to access and use the Business Package Services and the
Right to Use, all subject to this Agreement (each a “Subscription”). The Business Package
Services are subject to modifications from time to time at Artlist’s sole discretion, provided that
such modifications shall not result in a material degradation to the features or functions of The
Business Package Services.
2.2. Right to Use. Artlist hereby grants to The Customer, subject to the payment of the Fees (as
defined below), a non-exclusive, non-transferable, worldwide right, subject to the terms of this
Agreement, to access, download and use The Assets in order (i) to incorporate, integrate and/or
synchronize any item of The Assets into any Projects, (ii) to present, display and/or play in
public and/or distribute, copy and reproduce The Assets together with and as an integral part of
a Project in all existing means of media, including TV, internet sites, social networks and video
sharing platforms, and (iii) to transfer, assign, sell any Projects to affiliates and third parties,
allowing them to use the Projects subject to the terms of this Agreement.
2.3. The Right to Use granted under this Agreement only permits The Customer to use The Assets
for the purpose of editing it and incorporating, integrating and/or synchronizing it into a Project
and publishing The Assets together with and as part of a Project, as detailed in Section 2.2. For
example, it does not permit The Customer to create any cover version of any item (including
the tune and/or lyrics in) of The Assets.
2.4. Number of Users. The Customer will be entitled to allow up to the number of users described
in the Order Form to access The Customer’s account with Artlist subject to the Right to Use
granted hereunder (“The Customer Users”). The Right to Use granted under this Agreement
does not limit the number of Projects in which The Customer may use The Assets. The
Customer Users are only allowed to use The Assets under the terms of this Agreement and for
the creation of Projects for and on behalf of The Customer and not for any other purposes, such
as for its own personal or commercial needs.
2.5. Entity and Relevant Department. The rights granted under this Agreement are solely to be used
by the legal entity described as The Customer in this Agreement and in the Order Form. In
addition, only the department/group/area of The Customer as described in the Order Form
(“Department”) shall receive access to the rights granted under this Agreement.
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Notwithstanding the above, the Projects are The Customer’s property and, therefore, can be
assigned, transferred, and shared with any third parties by The Customer.
2.6. PRO Payments. For the avoidance of doubt, the Right to Use does not exempt The Customer
from its obligations to pay any accruing remuneration or royalties for the public reproduction
of The Assets as part of any Project or any mechanical rights thereto, including any
remuneration that might be charged by collecting societies (“PRO Royalties”).Accordingly,
The Customer shall be solely liable for the payment of any such PRO Royalties and will not
demand any such payment or reimbursement from Artlist.
2.7. Non-Exclusive. The Right to Use granted under this Agreement is non-exclusive, meaning that
all The Assets will be open for the use by others who have subscribed to or otherwise have
access to the Websites or who engage in any other manner with Artlist.
Accordingly, nothing in this Agreement shall limit Artlist in any manner from selling and/or
transferring and/or granting licenses to use The Assets, in whole or in part, to third parties, at
its sole discretion. The Customer hereby undertakes not to claim ownership of any of The Assets
and shall not register any Project containing The Assets under YouTube content identification,
Facebook Rights Manager or other similar copyrights registrations. Notwithstanding the above,
The Customer is permitted to monetize any Project created and published during the
Subscription Period under social networks; Artlist will clear such Projects to allow
monetization, subject to the Customer providing Artlist with the Project URL on the Customer's
account settings.
2.8. Changes in the Catalogue. Artlist is entitled, at its sole discretion, to remove any assets from its
Websites at its sole discretion. In addition, Artlist is entitled to cancel the Subscription with
regards to any of The Assets that it removes from its Websites if, to Artlist understanding, the
relevant assets: (i) are involved with or becomes subject to a claim of infringement of
intellectual property rights; or (ii) become illegal or contrary to applicable rule, regulation,
guideline or request of any regulatory authority. If, by the time of Artlist’s removal of assets
as set out above, the relevant assets have already been incorporated, integrated and/or
synchronized by The Customer into a Project, The Customer may continue to use such Project.
2.9. Duration of the Right to Use. The Right to Use granted under this Agreement provides The
Customer with access to The Assets only during the Subscription Period, subject to earlier
termination of this Agreement pursuant to Section 12 below.
Without derogating from the above, subject to the Right to Use granted under this Agreement,
it is hereby clarified that The Customer will be allowed to use any Project in perpetuity,
provided that The Assets have been incorporated, into the relevant Project during the
Subscription Period.
3. Limitations of Use
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The use of The Assets granted under this Agreement is only for the Projects as detailed in Section 2
above, therefore, The Customer may not: (i) use The Assets as separate files and/or present them as
separate files and/or make them available for download as separate files, in any manner whatsoever;
(ii) sell, transfer, share and/or give license to use and/or allow others to record anew or present and/or
perform in public, copy, reproduce and/or distribute in any manner The Assets (as a whole or a part)
as stand-alone package, whether for any consideration or for no consideration; (iii) use or enable the
use by others of The Assets in order to provide service which competes with Artlist.
4.Forbidden Uses
It is forbidden to use The Assets in any manner which (i) is illegal and/or contrary to court orders; (ii)
may damage Artlist or its’ reputation; (iii) that violates the rights of third parties, and/or (iv) inclusive
of as part of The Project, in context of promotion or encouragement of violence, pornography and
abomination, racism, hate and discrimination against any person or based on race, religion, sex, sexual
orientation, community or nationality, threats, hurting the helpless, violating privacy, slander and any
other insulting contents.
5.Payments
5.1. In consideration for the Subscription , The Customer shall pay Artlist a fee per Subscription
Period in the amount and manner set forth in the Order Form, (the “Fees”), subject to Section
5.2.
5.2. Artlist will invoice The Customer and The Customer will pay the Fees via bank transfer to
Artlist’s account as detailed in the invoice in accordance to the Payment Terms described in
the applicable Order Form
5.3. The Customer agrees to pay any and all applicable taxes, fees and duties that may be levied in
connection with The Customer’s use of The Assets and or with the payment of the Fees and
The Customer hereby undertakes to reimburse Artlist for any taxes actually paid by Artlist on
behalf of The Customer and/or anyone on his behalf. All sums payable under this Agreement
shall be made in the currency described in the Order Form.
6.Warranties and Representations
6.1. Except as expressly set forth in this Agreement, Artlist hereby represents and warrants that it is
fully entitled to grant the Subscription , including the Rights to Use The Assets whether by
virtue of being the proprietor of The Assets or by being authorized to administer the copyrights
in The Assets and grant rights to use it according to terms of this Agreement.
6.2. The Customer hereby represents and warrants that it is authorized to sign and enter this
Agreement and by executing this agreement The Customer is bound by all undertakings in this
Agreement.
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6.3. The Assets are provided for use ‘AS IS’ and ‘AS AVAILABLE’ and The Customer will have
no argument, claim, or demand towards Artlist regarding their suitability for The Customer’s
needs or for their properties, except as set forth in Section 6.1 above.
6.4. Artlist will not bear any liability whatsoever with regards to the use of any contents which are
not part of The Asset and that are provided by third parties to The Customer, which The
Customer may integrate in a Project and The Customer will solely bear liability for such use.
7. Intellectual property rights
7.1. As between The Customer and Artlist, The Assets and contents contained therein, inclusive of
text, illustrations, graphics, sound, graphic segments, software applications, graphs and photos
are protected by copyrights and intellectual property rights of Artlist or of other suppliers and
will remain its or their sole property.
7.2. The Customer is forbidden from using Artlist’s names, trademarks, service marks, trade names
or services, or logos, including the Websites names and trademarks and logos which are in the
Websites and or in The Assets, except for giving credit to Artlist for The Assets at its discretion.
7.3. The Customer hereby declares and confirms that The Customer does not and will not have any
ownership and/or intellectual property rights in the recordings and/or in The Assets or the
Websites' trademarks and design, and that The Customer’s right is restricted to the Right to Use
and rights granted in this Agreement.
7.4. As between The Customer and Artlist, all intellectual property rights in each Party’s trademarks,
service marks, trade names or services, or logos will remain the sole property of the relevant
Party. Notwithstanding the above, The Customer consents to Artlist's use of The Customer's
name and logo in written and oral presentations, advertising, marketing and PR materials,
professional lists and websites for Artlist’s promotional and marketing purposes.
8. Indemnification
8.1. Artlist will indemnify, defend, and hold The Customer harmless from any liabilities, damages,
judgment, awards, losses, costs and expenses (including reasonable attorneys’ fees) (“Losses”)
arising out of any third-party claims alleging The Customer use of The Assets infringes or
violates any third-party intellectual property rights. This Section 9.1 will not apply to any claim
that arises from any use of The Assets which is not permitted under this Agreement or violates
any terms hereunder.
8.2. The Customer will indemnify, defend, and hold Artlist harmless from any Losses in connection
with The Customer’s use of The Assets beyond and/or in contradiction to the rights granted
under this Agreement or resulting from The Customer’s violation of the terms of this
Agreement.
8.3. The Customer hereby agrees that any unauthorized use by The Customer or by The Customer
Users of any of The Assets or in a manner deviating from the Right to Use, constitute a material
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breach of this Agreement. Accordingly, and without derogating from The Customer’s
indemnification obligations above, Artlist will be entitled to exercise all rights and remedies
available to it by law in such case.
8.4. Without derogating from the above, Artlist will be entitled, at its exclusive discretion, to block
The Customer’s access to The Assets, temporarily or permanently, in case The Customer or any
of The Customer Users violates applicable law or any material terms of this Agreement, and
The Customer will have no claim or demand regarding losses resulting from such loss of access
to The Assets.
9. Limitation of Liability.
To the extent permitted by applicable law, except with respect to (i) fraud, willful misconduct, or gross
negligence, or (ii) violation of Parties obligations under Sections 4 (Forbidden Uses), 7 (Intellectual
Property Rights) and 10 (Confidentiality), each party’s entire liability arising out of or in connection
with this Agreement, will not exceed the amount of the Fees , and neither party will be liable for any
indirect, incidental, punitive, special or consequential damages, or for any loss of data or loss of profits,
even if such damages or losses could have been foreseen or prevented.
10. Confidentiality.
10.1. Except as allowed under Section 7.4 above, The Parties will keep the terms of this Agreement
and the engagement between the Parties confidential and will not disclose any part of it to any
third party except to its affiliates, consultants and third-party contractors (including financial
advisors, accountants and attorneys) who are acting on behalf of The Parties and are bound by
non-disclosure commitments.
11. Subscription Period & Termination.
11.1. Subscription Period. Unless terminated pursuant to Sections 11.3 and 11.4 below, this
Agreement shall be in effect as of the date it is signed by both parties and as long as an Order
Form is in effect. Each Order Form shall be in effect during each applicable Subscription Period
set forth in the relevant Order Form and each Order Form shall renew for similar successive
periods, unless either party provides written notice of non-renewal, sent to the other party at
least 30 (thirty) days before the end of the Subscription Period then in effect.
11.2. Fees Adjustment. The Fees set forth in each Order Form will be effective until the end of the
relevant Order Forms’ Subscription Period. Thereafter, Artlist reserves the right to adjust the
billing methods and raise the Fees by seven percent (7%) at the start of each new Subscription
Period. The Customer acknowledges and agrees that it will be invoiced for the applicable Fees
for the coming Subscription Period and shall pay any such Fees in accordance with this
Agreement.
11.3. Termination for Breach. Either party may terminate this Agreement, immediately upon written
notice, if the other party materially breaches this Agreement and the breach (a) remains uncured
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thirty (30) days after the date the breaching party receives written notice from the other party
describing the breach and requiring it to be cured; or (b) is incapable of being cured.
11.4. Termination for Insolvency. Either party may terminate this Agreement, immediately upon
written notice, if (a) the other party enters into a composition with its creditors; (b) a court order
is made for the winding up of the other party; (c) an effective resolution is passed for th e
winding up of the other party, other than for the purposes of amalgamation or reconstruction;
(d) the other party has a receiver, manager, administrative receiver or administrator appointed
with respect to it; (e) the other party ceases to be able to pay its debts as they fall due; or (f) the
other party takes or suffers any action similar to any of the above on account of debt.
11.5. Effects of Expiration and Termination.
11.5.1. In any event of early termination for a material breach by The Customer, The Customer
will not be entitled to any refund whatsoever for the Fees.
11.5.2. Sections 5 (with respect to any Fees that accrue during the Subscription Period), 6, 7, 8,
9, 10, 11 and 12 will survive any expiration or termination of this Agreement.
12.Miscellaneous
12.1. The Parties are independent contractors. Neither Party is an employee, agent, co-venturer or
legal representative of the other Party for any purpose.
12.2. Neither this Agreement, nor any rights or obligations hereunder, may be assigned or otherwise
transferred without the prior written consent of the other party, except that either Party may
assign this Agreement to an entity (including affiliate) that controls or acquires all or
substantially all of its stock or assets. Any other attempted assignment or transfer will be void.
12.3. This Agreement contains the entire understanding and agreement between the Parties, and
supersedes any prior agreements between the parties, in each case with respect to the subject
matter hereof. Any terms and conditions, policies, or other documents that may be introduced
or presented after the signing of this agreement shall not be binding upon the parties unless
expressly agreed to and signed by both parties. If either party fails to sign additional terms or
conditions, policies, or documents, they will not be bound by them. Any attempt to impose
such terms or conditions without the signature of both parties will be considered null and void.
For the avoidance of doubt, signature under this section shall only be considered valid if done
through Docusign or wet ink.
12.4. This Agreement may not be modified or amended except in a writing signed by both Parties.
No term or provision of this Agreement will be deemed waived, and no breach excused, unless
such waiver or consent is in writing. No waiver or consent, whether expressed or implied, will
constitute a waiver of, consent to or excuse for any other different or subsequent breach.
12.5. This Agreement shall be governed by and construed in accordance with the substantive laws
of the State of New York without giving effect to its principle or rules of conflicts of laws.
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Any dispute arising under or in relation to this Agreement shall be resolved in the competent
court in the State of New York, N.Y., USA only, and each of the parties hereby submits
irrevocably to the exclusive jurisdiction of such court.
12.6. The Parties may execute this Agreement in counterparts, including facsimile, PDF and other
electronic copies, which taken together will constitute one instrument.
[Signature Page follows]
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[Signature Page Enterprise Subscription Agreement – Business Package with City of Round Rock]
In the witness thereof:
[8p97hh9_____________________] [zab47u1_____________________]
The Customer Artlist
By:
[g1c7jhv_____________________]
By:
[ih443o7_____________________]
Date: [3076i35_________] Date: [l8sj3hq_________]
DocuSign Envelope ID: 0A9CB243-8D98-455E-A6F4-A5D90C77A2E0
Noa Zabar
07/02/2024
City Manager
07/05/2024
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Order Form
The Customer Information Artlist Information
Company Name (“The
Customer”):
City of Round Rock Artlist Ltd.
(“Artlist”)
Department: Marketing Communications
Billing Address: 221 East Main Street, Round Rock,
Texas 78664, United States
20 Ahad Ha’am St., Tel
Aviv, Israel
Admin email: aellington@roundrocktexas.gov
Billing Contact: Austin Ellington
Billing Email: aellington@roundrocktexas.gov
VAT No. (if applicable):
Business Contact: Austin Ellington Artlist Contact Name: Semere Desta
Business Email: aellington@roundrocktexas.gov Artlist Contact Email: semere.d@artlist.io
Order Details
The Plan: Enterprise Business Package – Motion Array
The Assets: the digital media files and plug-ins, offered on
www.motionarray.com
The Customer Users (# of seats):
5 users to www.motionarray.com
Subscription Period (in months): 12
Start Date: [m516g0j_________]
Fees: $10,000.00
Currency: USD
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Payment Terms: NET 60
This Order Form is subject to and part of the Enterprise Subscription Agreement by and between Artlist
Ltd and City of Round Rock.
In the witness thereof:
[91z62fg_____________________] [oqnxdyo_____________________]
The Customer Artlist
By: [02zepgt_____________________] By:
[ab2pdte_____________________]
Date: [qj61e6e_________] Date: [2qfgh1e_________]
DocuSign Envelope ID: 0A9CB243-8D98-455E-A6F4-A5D90C77A2E0
Noa Zabar
07/02/2024
City Manager
07/05/2024