The following wording is typical of a music license given for your production. This may be non exclusive or exclusive :
For all downloaded music from the catalogue where you have paid for the use of the music, The following music license below will apply. If there are any special conditions that you will need , please feel free to contact us and we can negotiate a different license with a special clause for your requirement. If you are unsure about any points please contact us before committing the music to your project.
Art and Artists.
MUSIC LICENSE AGREEMENT (NON EXCLUSIVE) Catalog Music .
Art and Artists. (“Licensor”) and you (“Licensee”) hereby agree as follows:
GRANT OF RIGHTS: Licensor ( Art & Artists ) hereby grants the Licensee
the non exclusive right to use the Licensed Music world-wide in any market area free of any additional charges subject to the terms and conditions set forth in this Agreement.
The Licensed Music must be used in timed relation with other audio and/or visual elements (“synchronisation”). Licensed Music used without synchronisation is strictly prohibited under this Music License Agreement.
Receipt of the Licensed Music by the Licensee is considered acceptance of this agreement. Licensor owns and controls all rights in and to the musical compositions offered on Licensor’s website (the Licensed Music), including, without limitation, all performance rights and copyrights in and to the Licensed Music. It is understood and agreed that Licensor shall retain all right, title and interest to the Licensed Music including, without limitation, all copyrights, public performance rights and renewal rights.
1) AUTHORISED USES: Licensee shall have the right to use the Licensed Music in any of the following types of productions as indicated below for Licensee’s
own use, or for productions created by Licensee for third parties. If the licensee wants to use the licensed music in more than the uses specified then additional purchase of the music license is required for each additional authorised use:
a) Corporate Presentations/Trade Shows, Audio and Videos: Licensee has the right to synchronise the Licensed Music in timed relation with other audio and/or visual elements for corporate productions, business meetings, sales presentations, employee orientation, in-house instructional, promotional audio and videos (CDs, DVDs, etc.) and for audio/visual displays at trade shows at which general public viewing is permitted.
b) Home/Educational Audio-visual Products: Licensee has the right to synchronise the Licensed Music in timed relation with other audio and visual elements for sales of home audio, video and educational video products
c) Television Soundtracks: Licensee has the right to synchronise the Licensed Music in timed relation with other audio and/or visual elements in television "soundtracks" (as it is commonly referred to in the industry), produced by or for the licensee. (Provided, however, that Licensee must complete in full and submit a cue sheet in accordance with the provisions of paragraph 7 below.)
d) Video Game Soundtracks: Licensee has the right to synchronise the Licensed Music in timed relation with other audio and/or visual elements in video game "soundtracks", (as it is commonly referred to in the industry), produced by or for the licensee.
e) Radio Advertisements and Promotions: Licensee has the right to synchronise the Licensed Music in timed relation with other audio in radio advertisements and promotions.
f) Television Advertisements and Promotions: Licensee has the right to synchronise the Licensed Music in timed relation with other audio and/or visual elements in commercial advertisements and promotions for television, cable and satellite broadcast.
g) Internet: Licensee has the right to synchronise the Licensed Music in timed relation with other audio and/or visual elements, provided, however, that the Licensed Music may not be made available on the internet as a separate file or stream. Acceptable presentation formats include, without limitation, Flash, Real Audio, Shockwave, and/or QuickTime. The file may be imbedded in a web page , Licensee may use the Licensed Music for a single website only. If Licensee wishes to use the music on more than one website, Licensee must obtain a separate license for each such websites.
h) Music-On-Hold and In-House Background Music: Licensee has the right to perform the Licensed Music on the telephone while a customer waits “on hold” and over an in-house intercom or audio system as background music in the licensed location. If Licensee wishes to use the music in more than one location, Licensee must obtain a separate license for each such location.
i) Student Films and Academic Projects and Non-Profit Personal Use: Licensee has the right to synchronise the licensed music in timed relation with other audio and/or visual elements in student videos and films academic (non-profit) projects and non-profit personal productions including, without limitation home movies/videos and amateur stage productions provided they are produced for non-commercial purposes only. No cue sheet shall be required.
1. USES REQUIRING A SPECIAL LICENSE: This Agreement permits only those uses of the Licensed Music expressly set forth herein, and all other rights are expressly reserved. Solely by way of clarification, and without limiting the foregoing, the following uses of the Licensed Music are expressly prohibited unless a special license is granted by licensor to licensee in a separate agreement between the parties.
(a) Other Mass Produced Products: In products of any kind whether for resale or give-away, including, without limitation, toys, software products, musical greeting cards, audio collections, sound effect collections, Cds or DVDs, unless specifically set forth in paragraph 1 or paragraph 17.
(b) Theatrical Film Releases: In for profit commercial, theatrical film releases where a fee is collected for viewing by the general public and/or any other such public performance.
(c) Lyrics: Licensee may not add lyrics to the Licensed Music for any purpose without prior written consent of Licensor.
(d) Any use not set forth in Paragraph 2 above shall be deemed unauthorised unless Licensee
has obtained written consent from Licensor.
2. TERM: The term ("Term") for which this license is issued is perpetual.
3. TERRITORY: The territory ("Territory") for which this license is issued is the world.
4. LICENSE FEE/INVOICE: In consideration of the rights granted herein, Licensee shall pay Licensor the fee, which shall be set forth in the invoice (the “Invoice”) provided to Licensee by ‘Art and Artists’. Such Invoice shall also set forth Licensee’s business address and contact information and shall specify the title(s) and authorised uses of the Licensed Music that are the subject of this Agreement. Licensee’s receipt of the Licensed Music from ‘Art and Artists’ shall constitute acceptance of all the terms and conditions set forth in this Agreement.
5. COPIES: Licensee may make one (1) copy of the original Licensed Music without synchronisation solely for archival purposes and/or to provide compatibility with Licensee’s production equipment.
6. MODIFICATIONS: Licensee shall have the right to modify the Licensed Music, including, without limitation, remixing and rearranging the Licensed Music, provided, however, that it is understood and agreed that all right, title and interest to the Licensed Music, as modified pursuant to this Agreement, shall be owned and controlled by Licensor.
7. THIRD PARTY PAYMENTS/CUE SHEETS: When Licensed Music is incorporated in a program to be aired on television, Licensee must fill out and submit to Licensor a cue sheet, which the Licensor shall file with the appropriate performing rights society. Fees are collected by the performance rights societies (BMI, ASCAP, etc.) directly from the broadcasting stations and are not the responsibility of Licensee. Licensee can fill out and submit a cue sheet online at :
www.artandartists.freeuk.com/cue_sheet.html or download a cue sheet in PDF format online at: www.artandartists.freeuk.com/cue_sheet.pdf and either post to Licensor at the following location: Art & Artists, Clematis House, 19 Ashby Road, Moira, Swadlincote DE12 6DJ. UK
8. CREDITS: When production credits are included, Licensor shall receive credit substantially as follows: Music By: R. Arnall - Art & Artists . If Licensee’s music comes from multiple sources, Licensor shall receive substantially the same production credit as received by other music providers.
9. TERMINATION: Licensor shall have the right to terminate this Agreement upon notice to Licensee, in the event of material breach by Licensee of any of the terms and conditions of this Agreement, including, without limitation, failure to pay the fee, as set forth in the Invoice. In the event of such termination, Licensor shall be entitled to damages, injunctive relief, and/or any other remedy provided in law or equity.
10. NOTICES: Whenever notice is required to be given under this Agreement, it shall be deemed to be good and sufficient notice if in writing and signed by the party serving such notice and sent by hand, fax, overnight courier or mailed by registered or certified mail, postage prepaid, return receipt requested. Such notices shall be addressed, if to Licensor, at Art & Artists, Clematis House, 19 Ashby Road, Moira, Swadlincote DE12 6DJ. UK
and if to Licensee, at the address provided by Licensee in the
Invoice. Notices shall be deemed to have been given when they are so personally served or seven (7) business days after being deposited in the mail. All notices sent by fax shall be deemed to have been given on the next business day immediately after the date of transmission.
11. REPRESENTATIONS AND WARRANTIES: Licensor warrants and represents that (a) it is the sole owner of a valid copyright in the Licensed Music and that it has the sole and exclusive right and authority to issue this license and the rights granted herein, (b) that it is under no disability, restriction or prohibition in respect to its rights to execute this agreement and perform the terms hereof, and (c) the full and free exercise of the rights licensed here under will not conflict with or infringe upon any right whatsoever of any party whomsoever. Licensee warrants that it has the right to enter into this agreement and is under no disability to fully perform it.
12. INDEMNIFICATION: Each Party (the “Indemnifying Party”) shall fully indemnify, defend and hold harmless the other party (and its parent, subsidiaries and affiliates), and its respective officers, directors, employees, permitted successors and assigns (collectively, the “Indemnity”) from and against all claims, actual damages, liabilities, costs and/or expenses (including, without limitation, reasonable solicitors’ fees and expenses and amounts paid in settlement) which may arise or derive in any way from the Indemnifying Party’s breach of any of its duties, obligations, representations or warranties under this Agreement. The Indemnifying Party’s obligation here under shall be conditioned
upon the Indemnitee’s prompt notification of any such claim or suit.
13. ASSIGNMENT: This Agreement and all rights and duties here under are personal to Licensee and Licensee shall not assign, mortgage, sub license, delegate or otherwise encumber its rights or obligations here under without the express written consent of Licensor. Any of the foregoing actions taken without such consent shall be a material breach of this Agreement and shall be deemed void ab initio. Notwithstanding the foregoing, either party may assign this Agreement to (a) any person, firm or corporation or any other entity into which it merges or which merges into it, or (b) such entity that purchases or comes to control all or substantially all of its assets, provided that no such assignment shall relieve the assignor of its obligations here under unless its assignee expressly assumes those
obligations in writing.
14. ENTIRE AGREEMENT/MODIFICATION: This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. This Agreement may be modified by Licensor by giving Licensee thirty (30) days written notice of the revised terms. This Agreement may be modified by Licensee only upon consent of Licensor, in a writing signed by both parties
15. THIRD PARTY INFRINGEMENTS: Licensor retains the right, in its sole discretion, to institute and prosecute lawsuits against third parties for the infringement of the rights licensed in this Agreement. If Licensor does not institute an infringement suit within ninety (90) days after Licensee’s written request, Licensee may, upon obtaining written approval of Licensor, institute and prosecute such lawsuit at Licensee’s sole cost and expense, and all sums recovered in any such lawsuits, whether by judgement, settlement or otherwise, in excess of the amount of reasonable solicitors’ fees, costs and expenses borne by Licensee, shall be divided equally between Licensee and Licensor. Upon request of either party bringing an infringement action against a third party, the other party shall execute all documents, testify on all matters and otherwise cooperate in every way necessary and
desirable for the prosecution of any such lawsuit, provided that the party instituting the lawsuit shall reimburse the other party for the expenses incurred as a result of such cooperation.
16. MISCELLANEOUS:
(a) If any provision of this Agreement is found to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.
(b) No waiver by either party of any breach of this Agreement shall be deemed a waiver of any preceding, continuing or succeeding breach of the same or any other terms or provision of this Agreement.
(c) The paragraph headings which appear herein are for the convenience of the parties and are not intended to be used in construing or interpreting this Agreement.
(d) This Agreement shall be governed by and construed in accordance with the laws of England, without regard to its laws of conflicts of law. Any legal action arising out of this
Agreement shall be brought in a court having jurisdiction in England.
17. SPECIAL CONDITIONS