CONTENT LICENCE AGREEMENT

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BETWEEN

  • SOUNDTRACKABLE (the Licensor); and
  • Any individual or legal entity who has made a purchase of any Content (Licensee),

Each a party and collectively the parties.

RECITALS

  • The Licensor is the owner of the Content for the reproduction of musical works to the Licensee and the Licensor wishes to use the Content for the Purpose.
  • The Licensor has agreed to grant the Licensee a non-transferable licence to use the Content for the Purpose on the terms of this licence agreement in force from the Effective Date.
  1. INTERPRETATION
    • The following definitions and rules of interpretation apply in this licence.

Definitions:

Applicable Laws: means any:

  • statute, statutory instrument, by law, order, directive, treaty, decree or law (including any common law, judgment, demand, order or decision of any court, regulator or tribunal);
  • rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or
  • industry code of conduct or guideline,

which relates to this agreement, Content and/or the services or the activities which are comprised in all or some of the products and/or the business of any other recipient of the Content.

Content: all downloadable music works composed by the Licensor including the set of musical, literary, dramatic, dramatic-musical, sound recordings and right in performances, audiovisual works of any other kind, regardless of their number, style or duration, that the Licensor offers through the Portal.

Cue Sheet: a submission to be sent to the broadcaster with the information set out in Schedule 1.

Derivative Work: work generated or developed following the date of this agreement which is based on the Content or an underlying work in relation to this (including translations, musical arrangements, dramatisations, fictionalisations, motion picture versions, sound recordings, art reproductions, abridgements, condensations, or any other form in which a work may be recast, transformed or adapted).

Effective Date: the date on which the licence agreement is sent to the email address of the Licensee, deemed to be received under clause 14.

Intellectual Property Rights: patents, rights to inventions, copyright and [neighbouring and] related rights, moral rights, trade marks [and service marks], business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Licence period: an unlimited duration, unless the Licensor has served notice of termination.

Portal: a platform for the sale and distribution of musical works accessed through the Website whose authorship corresponds in its entirety to Soundtrackable.

Purpose: the reason for which, and the manner in which, the Licensee may use the Content, as described in Schedule 2.

Territory: the world.

Website: the website known as https://soundtrackable.com/ owned by the Licensor.

  • Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
  • A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
  • The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
  • A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
  • Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
  • A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
  • A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
  • A reference to writing or written includes e-mail.
  • Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
  • Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  1. Grant of Licence
    • The Licensor hereby grants to the Licensee a non-exclusive, revocable and non-transferable Licence to use the Content for the Purpose during the Licence Period in the Territory for the Purpose.
    • The Licence is strictly limited to, and the Licensee shall use the Content solely for, the Purpose.
    • The Licensee shall not grant sub-licences, in whole or in part, of any of the rights granted under this licence, or sub-contract any aspects of exploitation of the rights licensed to it.
    • The licence is solely for the reproduction right. It does not include the rights of communication to the public (including making available) or performance in public.
    • The Licensee shall not repackage or resell the Content.
    • The Content can only be used in a project created by the Licensee.
  2. Licensor’s Obligations and Rights

The Licensor may require the Licensee to cease all use of any of the Content if it reasonably believes that the Licensee’s use of this Content breaches any Applicable Laws or regulation. In this instance, the Licensor may terminate this licence in accordance with clause 10.

  1. Licensee’s Obligations and Rights
    • The Licensee may not change, amend or develop the Content in any way without the Licensor’s prior written consent.
    • The Licensee shall comply with all Applicable Laws in performing its obligations and exercising its rights under this licence.
    • The Licensee shall obtain, at its own cost, all clearances, consents and provisions (including from any relevant authorities, collecting societies and other relevant third parties) that are required in connection with its exploitation of the Content, and shall pay any applicable fees and royalties to any relevant collection societies in accordance with their rules.
    • The Licensee will submit a Cue Sheet in addition to his/her programme.
    • The Licensee shall ensure that the Content is kept secure and in an encrypted form, and shall use the best available practices and systems to:
      • enforce the territorial and use restrictions of this licence; and
      • prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Content.
    • If the Licensee becomes aware of any misuse of any Content, or any security breach in connection with this licence that could compromise the security or integrity of the Content or otherwise adversely affect the Licensor, the Licensee shall, at the Licensee’s expense, promptly notify the Licensor and fully co-operate with the Licensor to remedy the issue as soon as reasonably practicable. The Licensor may suspend the Licensee’s rights under this licence until the misuse or security breach is remedied.
  2. PRS

The Licensor shall be entitled to receive and/or collect directly from any recognised collection societies (including the PRS) any public performance income due to it which arises with respect to the Composition but neither the Licensee nor any of its licensees and/or assignees shall be obliged to make any payments to the Licensor to account for such income.

  1. Intellectual Property Rights
    • The Licensor retains ownership of all Intellectual Property Rights in the Content, and in any Derivative Works which it may create.
    • The Licensee assigns to the Licensor, and shall assign, all other Intellectual Property Rights in any development of the Content or any Derivative Work it may create, by way of future assignment of copyright and database right. The Licensee shall execute this assignment or confirmatory assignment as the Licensor may require.
    • The Intellectual Property Rights assigned to the Licensor under clause 6.2shall form part of the Content, and of the licence granted, from the date of that assignment.
  2. Warranties
    • Each party warrants to the other that it has full power and authority to enter into and perform its obligations under this licence.
    • The Licensee warrants that its use of any Content:
      • is not defamatory, libellous, obscene, or otherwise unlawful;
      • does not appear in any media which advocates violence, incitement, obscenity, racism or hatred towards any group, or in films that encourage discrimination against an individual or a group of individuals based on their race, religious belief, gender, sexual orientation or national origin;
      • does not constitute a threat, harm, invasion of privacy, defamation or any other content which may be deemed offensive;
      • does not violate any Applicable Laws, statute or subordinate legislation; and
      • does not, to the best of its knowledge and belief, contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information.
  1. Assignment

Neither party shall assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

  1. Indemnity
    • The Licensee shall indemnify the Licensor against all claims, liabilities and expenses arising out of:
      • the Licensee’s activities under this licence;
      • defects (whether obvious or hidden) in any of the Content manufactured, promoted, distributed, or sold by the Licensee in the Territory;
      • personal injury;
      • any infringement of any rights of the Licensor or of any third party by the manufacture, sale, possession or use of the Licensed Products by the Licensee; or
      • the Licensee’s failure to comply with all Applicable Laws and regulations.
    • Any indemnity under this licence shall only apply to the extent that the indemnified party:
      • promptly notifies the indemnifying party in writing of any claim or suit relevant to the indemnity;
      • makes no admissions or settlements without the indemnifying party’s prior written consent;
      • allows the indemnifying party complete control over any negotiations or litigation and/or the defence or settlement of such suit or claim; and
      • gives the indemnifying party all information and assistance as it may reasonably require.
  1. Termination
    • Without affecting any other right or remedy available to it, the Licensor may terminate this licence with immediate effect by giving notice to the Licensee if:
      • the Licensee fails to pay any amount due under this licence on the due date for payment and remains in default not less than 30 days after being notified to make such payment; or
      • the Licensee commits a material breach of any term of this licence which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so; or
      • the Licensee repeatedly breaches any of the terms of this licence in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this licence; or
      • the Licensee challenges or disputes the Licensor’s ownership of, or rights in, the Content, or the validity of those rights; or
    • On any expiration or termination of this licence:
      • all rights and authorisations granted by the Licensor to the Licensee under this licence shall automatically terminate and immediately revert to the Licensor; and
      • the Licensee shall immediately cease all sale, marketing and promotion of the Licensed Products, and shall, at the Licensor’s option and according to the Licensor’s instructions, immediately return to the Licensor or destroy all Content in the Licensee’s possession or subject to its control including from back-up systems and any cached Content within the Licensee’s control.
  1. Liability
    • Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.
    • Nothing in this licence shall operate to exclude or limit the Licensor’s liability for:
      • death or personal injury caused by its negligence;
      • any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;
      • fraud; or
      • any other liability which cannot be excluded or limited under Applicable Laws.
    • The Licensor shall have no liability for any losses or damages which may be suffered by the Licensee (or any person claiming under or through the Licensee), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
      • loss of use;
      • loss of profits;
      • loss of anticipated savings;
      • loss of business opportunity;
      • loss of contracts;
      • loss of goodwill; or
      • loss arising from damaged, corrupted or lost data;

provided that this clause 11.3shall not prevent claims for direct financial loss that are not excluded by any of categories 11.3.1to 11.3.7inclusive of this clause 11.3.

  • Subject to clause 2, the Licensor’s liability, whether in contract, tort (including negligence), or otherwise and whether in connection with this licence or any collateral contract, shall not exceed £0.
  1. Approval Procedures

Throughout the Licence Period, the Licensor or any other person authorised by the Licensor, shall have access to the use of Content in order to verify and inspect the use of Content. If on inspection, the Licensor considers the use of Content is in breach of this licence, the Licensor is entitled to adopt measures necessary in order to preserve the integrity of the Licence granted to the Licensee.

  1. Severance
    • If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.
    • If any provision or part-provision of this agreement is deemed deleted under clause 13.1the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
  2. Notices
    • Any notice or other communication given to a party under or in connection with this licence shall be in writing and shall be sent by email to the following email address: sam@soundtrackable.com.
    • Any notice or communication shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 14.2, business hours mean 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
    • This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  3. Amendments

The Licensor may amend or modify the terms of this licence which will be in full force and effect, being duly sent to the Licensee at which point it shall become effective.

  1. Third Party Rights

This licence does not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this licence.

  1. Governing Law

This licence and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

  1. Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this licence or its subject matter or formation.

 

  • Schedule 1 Cue Sheet Information
  1. Title of the track
  2. Composer’s name
  3. Duration of the music

  • Schedule 2

The Licensee may use the Content, and enjoy the rights granted under clause 2.1, to produce the following:

  • Films, television and radio programmes
  • Video games
  • Advertisements
  • Online content (all platforms)
  • Podcasts & Audiobooks

 

 

 

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