Suite Tracks Music - Music Licensing
Terms and Conditions - Blanket License
In these Terms and Conditions:
“broadcast” shall have the meaning ascribed thereto in Title 17 of the United States Code (Copyright Act of 1976)
“Publisher” means [Suite Tracks Music]
“Publisher Work” means each Musical Work the copyright in which is owned or controlled in the “THE WORLD” by Publisher and which is listed in the Publisher music library accessible via the Website and/or the Sound Recording embodying the Publisher Work;
“Delivery Date” means, in relation to a Production, the date of delivery of the final version of the Production to the party that has commissioned it from the Licensee (or the party to which the Licensee is selling the Production, where it has not been commissioned), or where the Production consists of a series of episodes, delivery of the final episode;
“License Fee” means the subscription model fee listed on website payable by the Licensee to Publisher pursuant to clause 4.
“Licensee” means [a party that OR [Name] who] wishes to obtain a license from Publisher to exploit Publisher Works;
“Musical Work” means any work consisting of music and any lyrics or words written to be used with the music (if applicable). It includes any part of such a work;
“Permitted Exploitation” means audiovisual production for [television [and/or film] use (including trailers and advertisements),] [use on websites] [and corporate videos] [and at public events] and such other uses as Publisher may agree to in writing on a case by case basis;
“Production” means a single individual audio visual production in any format now known or invented hereafter. For the purposes of the terms and conditions, each episode of a television series or any sequel or prequel to a Production shall be deemed to be an individual audiovisual production;
“Record” means any device, whether audio-visual and/or audio alone, embodying a Sound Recording in physical, non-physical, magnetic and/or other format whether now known or in the future developed, including, without limitation, vinyl. CD, DVD, Blu-Ray, permanent and/or semi-permanent download, digital streaming or any other device or media used for recording and emitting sounds whether alone or in conjunction with visual images and/or any form of reproduction, transmission or communication of sound whether known now or in the future developed and/or invented.
“Registration Date” means the date that the Licensee first purchases a blanket license via the Website;
“Adapted Version” means a piece of audio-visual material that is produced by editing the content of a Production into a different form. Adapted Versions will comprise substantially the same content as was contained in the original Production, but may include some new content, provided that it is related to the original content;
“Sound Recording” means a recording embodying a Musical Work for exploitation either via a Record or otherwise.
“Term” means a period of 12 months starting on the Registration Date, subject to any earlier termination in accordance with these Terms and Conditions;
“Territory” means, in the case of the distribution territory covered by this license, in this case the World and in the case of the synchronization territory covered by this license;
“Website” means the Publisher website at www.suitetracksmusic.com
2. BLANKET LICENSE AND RIGHTS GRANTED
Subject to these Terms and Conditions, Publisher hereby grants to the Licensee a non-exclusive, non-transferable, non-refundable license during a twelve month subscription Term to download and reproduce (including by way of synchronization and/or mechanical reproduction) Publisher Works in the Territory into Productions.
The license granted under clause 2.1 is of the copyright in both the Publisher Works and the specific Sound Recordings of the Publisher Works made available via the Website.
There is no restriction on the number of Publisher Works that the Licensee may download and reproduce in any single Production and the Licensee may reproduce a Publisher Work either in whole or in part in any Production covered by this license.
Once Publisher Work is downloaded, Licensee may continue to synchronize said work to productions for an unlimited time.
There are no restrictions on the number of Productions into which Works may be synchronized.
The Licensee may edit or re-edit a Publisher Work to the required length for the sole purposes of use in production. The Licensee may alter the sound of a Publisher Work for the sole purposes of use in production. Any such editions or re-editions shall remain the copyright of Publisher.
The license granted hereunder covers distribution of the Production containing Publisher Works in the Territory for the Permitted Exploitation.
3. EXTENT OF THE LICENSE
Any rights not granted pursuant to the terms of this Agreement are reserved by Publisher, including without limitation:
the right to make adaptations and arrangements of and alterations to the Publisher Works and/or the Sound Recordings including the right to alter the lyrics or add new lyrics thereto to or to provide translations of the Publisher Works or new lyrics in other languages or to add music or authorize others to do so;
the right to make literary versions of the Publisher Works or literary works based upon the Publisher Works throughout the Territory or any part thereof and to print publish and sell such literary versions (as well as the dramatic versions aforementioned) throughout the Territory or any part thereof;
the right to use or permit others to use so-called sampled extracts from any of the Sound Recordings embodying Publisher Works; the use of the lyrics or any part thereof from the Publisher Works with music other than that written to be used with such lyrics or hereby authorized for use with the lyrics;
the right to print, publish, lease, hire and sell and cause to be printed, published, leased, hired and sold copies of the Publisher Works in the Territory and to collect any royalties or fees payable by reason thereof;
subject to clause 2.1 above, the right with respect to audio and audio visual devices within the Territory to grant licenses for the manufacture and sale of mechanical and electrical reproduction of the Publisher Works upon sound carriers and sound and visual carriers whether physical, digital or otherwise howsoever whether known or invented; and
the right to broadcast the Publisher Works and make the same available to the public other than in connection with a Production.
The right to sublicense any of the rights granted hereunder to any third party unless granted permission by Publisher.
The provisions of these Terms and Conditions authorize the making of the Production for the Permitted Exploitation only. In the event that a copy of the Production or the soundtrack thereof is made or used in any way for any other purpose (including, without limitation, retail sale, rental and/or lending, cinematic performance) whether by the Licensee or any other party then that copy shall not be licensed under these Terms and Conditions and a separate licenses will be required from Publisher.
It is the responsibility of the Licensee to obtain all necessary consents, permissions and or licenses (whether from third parties or otherwise) required for the exploitation of the Publisher Works and any applicable Production and to pay all applicable fees in respect thereof..
4. LICENSE FEES AND PAYMENT
In consideration of the license granted by Publisher hereunder, the Licensee shall pay to Publisher the License Fee stated on website, which shall be non-refundable.
The License Fee shall be payable by the Licensee on the Registration Date.
Payment of the License Fee will permit the Licensee to download as many Publisher Works available on website as it requires for reproduction into Production(s) during the Term.
The License Fee must be paid immediately on receipt of an invoice or by debit card, credit card via the Website and is subject to VAT (where applicable), which shall be payable by the Licensee. For the avoidance of doubt, Publisher shall be under no obligation to provide the Licensee with any Publisher Work or Sound Recording of the same until the License Fee(s) has been paid in full.
Publisher holds the right to change the licensing fee at any time.
The License fee is set to auto-renewal at the 12 month mark and is up to Licensee to opt out of auto-renewal.
5. CUE SHEETS AND PERFORMANCE RIGHTS ORGANIZATIONS
*Note* - Not required, though appreciated. Where relevant, for each Production covered by these Terms and Conditions the Licensee shall:
provide the relevant production company, broadcaster, website owner or other third party with a cue sheet containing sufficient information to allow such third party to properly register the performance usage with the local performing rights collecting society. Performing rights will normally be cleared by the performing organization, broadcaster or website owner (not the producer). This is usually done through a blanket license arrangement with the Performing Rights Organizations in the U.S or similar relevant societies in overseas territories. Any queries in this respect should be raised with Publisher at firstname.lastname@example.org.
provide Publisher with a copy of such cue sheet.
to the best of its ability, upon request by Publisher on no more than a semi-annual basis, provide Publisher with details of any broadcast or performance of a Production in the Territory.
Though not necessary, credit “Suite Tracks Music” wherever applicable.
7. YOUTUBE AND CONTENT ID
Licensee understands and agrees that The Publisher Works available on website are registered works through a 3rd party system with Youtube Content ID and other relevant social media Content ID’s. Though you may get a copyright notification, Publisher will not take any action in preventing use of Publisher Work found on website but cannot guarantee uninterrupted use by 3rd party. If you wish for your Youtube channel to be whitelisted, you can make a whitelisting request to us and we can submit that request. (Number of whitelisting requests is limited). No Guarantees the request can be completed.
The Website Terms and Conditions shall apply to the Licensee’s use of the Website to download Publisher Works. In the event of any conflict or inconsistency between these Terms and Conditions and the Website Terms and Conditions, these Terms and Conditions shall prevail.
Other than as set out herein, the license granted under these Terms and Conditions is personal and the Licensee shall not assign, sub-contract or otherwise transfer this license or any of its rights or obligations under these Terms and Conditions in whole or in part without the prior written consent of Publisher.
The parties expressly agree that a person who is not a party to these Terms and Conditions shall not have the right to enforce any term or terms of these Terms and Conditions pursuant to the Contract.
No delay or omission in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise of any other rights and remedies.
No waiver shall be binding or effectual unless expressed in writing and signed by the party giving it and such waiver shall be effective only in the specific instance and for the purpose given.
If these Terms and Conditions create any rights which would in the absence of this provision be enforceable by any person not a party to these Terms and Conditions, such rights shall not be enforceable.
These Terms and Conditions shall be construed in accordance with the laws of the United States of America and the parties submit to the exclusive jurisdiction of the U.S courts.
9. TERMINATION OF AGREEMENT
Upon expiry of the Term, the license granted hereunder terminates and the Licensee must renew its license via the Website.
Publisher shall have the right to terminate the license granted under these Terms and Conditions immediately by notice to the other party if the Licensee:
commits a breach of these Terms and Conditions which is not capable of remedy; or
commits a breach of these Terms and Conditions which is capable of remedy but which has not been so remedied within 14 days of notice thereof;
is dissolved, becomes insolvent or otherwise unable to pay its debts, ceases to trade, has a trustee, administrator or receiver appointed, has a resolution passed for its winding up or liquidation or makes a general assignment, arrangement or composition with or for the benefit of its creditors.
For the avoidance of doubt, following expiry of the Term or termination of the license granted under these Terms and Conditions the Licensee may not download any further Publisher Works from website.
You agree at all times to keep Publisher fully indemnified from and against all and any losses, claims, demands and expenses actual and/or adjudged by a court or tribunal of competent jurisdiction which Publisher may sustain by reason of any breach of any provisions hereof by the Licensee or any warranty, representation or undertaking given by the Licensee hereunder being untrue, inaccurate or unfulfilled.
Neither party shall exclude or limit liability to the other for personal injury (including sickness and death) resulting from the negligence or willful default of itself.
Except as set out herein, the total liability of Publisher to Licensee in contract, tort or otherwise for breaches by Publisher of its obligations under this Agreement is limited to the amount payable by Licensee to Publisher under this Agreement provided that Licensee notifies Publisher in writing of any potential claim arising under this Agreement within a reasonable time (and no later than thirty (30) days) of Licensee first becoming aware of such potential claim. Publisher shall not be liable to Licensee for any loss of business, contracts, profits, anticipated savings, goodwill, or revenue or for any indirect or consequential loss whatsoever incurred by Licensee, whether or not they have advised in advance of the possibility of any such loss.