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.

Music Synchronization License Agreement

This is the license you buy when you check out on orchacollective.io. It is a non-exclusive, one-stop sync license. "One-stop" means Orcha owns both the sound recording (the master) and the underlying song (the composition and publishing) on the house catalog, so a single signature clears everything. No co-writers to chase, no separate publisher, no sample clearances.

Parties. This agreement is between Orcha Systems LLC, doing business as Orcha Collective ("Orcha," "we," "us"), the Licensor, and you or the company you buy on behalf of ("Licensee," "you"), the buyer.

Effective date. This license takes effect when your payment clears. The specific track, use, media, term, territory, exclusivity, and fee are set out in your checkout summary and order confirmation, which are part of this agreement.

1. The Work

The "Work" is the track you license, identified by its title and, where assigned, its ISRC and ISWC, together with any instrumental, stems, edits, and preview files delivered with it.

Writer: David Charles Porter Jr (IPI 1320953473), plus any co-writers named on the track page.
Publisher: Orcha Collective Publishing (IPI 1322257582).

For house-catalog tracks, Orcha owns and controls 100% of both the master recording and the underlying composition and can grant this license in a single signature. For a collective-artist track, Orcha holds a non-exclusive license from the artist that gives us the right to grant your sync license; the artist keeps their master, and that does not change what you receive under this agreement.

2. The Grant (non-exclusive)

Orcha grants you a non-exclusive, non-transferable license to synchronize the Work in timed relation with the specific production described in your checkout summary, and to reproduce, distribute, publicly perform, and publicly display that production, on the following terms set at checkout:

Production or use: the project you name at checkout (for example, a company explainer video, a podcast episode, a social ad, an in-game cue).
Media and platforms: the outlets you select (web, social, connected TV, corporate internal, podcast, in-game, and so on).
Term: the length of the license you select (for example, one year, three years, or perpetuity).
Territory: the region you select (for example, United States or worldwide).
Exclusivity: non-exclusive, unless you buy an exclusive upgrade stated in your checkout summary.

Non-exclusive means Orcha keeps the right to license the same Work to other buyers. If you need to lock competitors out, buy an exclusive upgrade.

3. The Fee

You pay Orcha the one-time fee shown at checkout. The license takes effect when payment clears. The fee covers only the use, media, term, and territory you licensed. Any new or expanded use, a new platform, a longer term, a wider territory, or a switch to exclusivity, requires a new license and a new fee. There are no recurring charges under this agreement.

4. Ownership, and What Is Not Granted

Orcha (or, for a collective track, the collective artist) keeps all ownership of the Work. This is a license, not a sale of the music. You do not receive, and this agreement does not grant, any right to:

resell, sublicense, or redistribute the Work as music, as a standalone track, a ringtone, a sample, or a stem pack;
register the Work, or claim any writer or publisher share in it, with any performing rights organization, mechanical collection society, or copyright office;
use the Work in a way that suggests Orcha, the writer, or any artist endorses you, your product, or your message; or
use the Work in any production, media, term, or territory other than the one you licensed.

Your rights in your own production (your video, game, or ad) are yours. This agreement governs only the music inside it.

5. Credit

Where practical, please credit "Music: Orcha Collective." Credit is appreciated but not required, and leaving it off does not breach this agreement.

6. Performance Royalties

Where your use generates public-performance income (for example, broadcast or streaming placement), you agree to file the cue sheet with the relevant broadcaster or platform. The writer's and publisher's collection through their performing rights organization and The MLC continues on its own and is separate from the sync fee you paid. This sync license does not waive, assign, or reduce that performance-royalty collection.

7. AI-Assisted Disclosure

We disclose this plainly. Tracks on the Orcha catalog are AI-assisted: the music is produced with Suno under a commercial plan that grants commercial-use rights in the output. Vocal works include human-written lyrics by the writer named on the track page. What this means for you:

You can rely on the clearance. Orcha holds the rights it grants you and warrants the one-stop clearance in Section 8. Your licensed use is rights-clean.
What we do not warrant is registrability. Where a track has no human authorship, US copyright law may not allow it to be registered for copyright protection. We make no representation that the Work is registrable, or that it carries the exclusive rights that registration provides. This does not affect your right to use the Work as licensed; it affects only the separate question of whether the underlying music qualifies for copyright registration.

Our full public stance is in the AI Disclosure Policy at /legal/ai-disclosure-policy.

8. Limited Warranties

Orcha warrants that:

it owns or controls the Work, or holds a valid non-exclusive license to it, and has the right to grant this license; and
to its knowledge, the Work does not contain uncleared third-party samples, interpolations, or masters.

Except for the warranties in this section, the Work is provided "as is," without any other warranty of any kind, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement (beyond the knowledge warranty above), or copyright registrability.

9. Limitation of Liability

To the fullest extent the law allows, Orcha's total liability under this agreement, for any and all claims, is capped at the fee you paid for the Work. Orcha is not liable for any indirect, incidental, consequential, special, or punitive damages, or for lost profits, revenue, or data, even if advised of the possibility.

10. Indemnity

Orcha will defend and indemnify you against a third-party claim that your licensed use of the Work, as licensed, infringes that party's copyright in the music, to the extent the claim results from Orcha's breach of the warranties in Section 8, and up to the liability cap in Section 9.

You will defend and indemnify Orcha against any claim arising from your production, your use of the Work outside what you licensed, or your breach of this agreement.

11. Term and Termination

This license runs for the term you bought. If you materially breach it (for example, by using the Work outside the licensed scope) and do not cure the breach within 15 days of written notice, Orcha may terminate this license. Sections 4, 8, 9, 10, and 12 survive termination.

12. Governing Law and Disputes

This agreement is governed by the laws of the State of Georgia, without regard to its conflict-of-laws rules. The parties will try in good faith to resolve any dispute informally first. Any dispute that is not resolved informally will be brought in the state or federal courts located in Georgia, and both parties consent to that jurisdiction and venue.

13. Entire Agreement

This agreement, together with your checkout summary and order confirmation, is the entire agreement between you and Orcha about the Work. It replaces any prior discussion. If any part is found unenforceable, the rest stays in effect. Orcha may not change the terms of a license you already bought.

Contact: licensing@orchacollective.io