Synctracks production music

 

MUSIC USAGE LICENCE

1. Introduction

1.1 This website ("the Site") is operated by Synctracks Limited whose registered office is at The Playrooms, 2nd Floor, 311-312 Upper Street, Islington, London, N1 2TU United Kingdom ("we" "us" "our").

1.2 We own and/or control the copyright and all other right in and to the Repertoire.

1.3 This music usage licence ("the Music Usage Licence") applies to the use of the Repertoire and shall be read in conjunction with the Terms, the Privacy Policy and the Synctracks Rate Card and any other incidental agreements listed on the Site which we may require you to agree to from time to time.

1.4 It is important that you read and understand this Music Usage Licence before using any of the Repertoire. By using any of the Repertoire you agree to be legally bound by this Music Usage Licence as may be modified from time to time. If you do not agree with the terms of this Music Usage Licence, please do not use the Repertoire.

2. Definitions

2.1 The following definitions shall have these meanings:

Licence Fee means the fee set out in the Rate Card payable for the grant of the use of the Repertoire.
Licence Period means the period specified in the Rate Card which, unless otherwise agreed commences on the date [on which you made the payment to us]. If no such period is specified in the Rate Card the Licence Period shall be deemed to be 1 year.
Permitted Media means the media offered by us as set out in the Rate Card and defined in Schedule 2.
Product means one of the products or projects specified in Schedule 1 corresponding to the Rate Card.
Rate Card means the table of pre-cleared rates payable for the grant of use of the Repertoire in the Permitted Media.
Repertoire means all musical compositions and sound recordings available on the site.
Restrictions means any restrictions or reservations applicable to the use of the Repertoire as specified in clause 4.
Territory means the countries set out in the Rate Card.
3. Grant of Rights

3.1 Subject to the payment of the Licence Fee we grant to you the right to include, embody, synchronise or otherwise use the Repertoire in or together with the Product and to exploit the same during the Licence Period in the Permitted Media throughout the Territory only.

3.2 Upon expiry or termination of the Licence Period for any reason all rights granted hereunder shall revert to us and you shall make no further usage of the Repertoire.

4. Restrictions

4.1 Other than the rights granted in clause 3, no rights of any kind whatsoever in or relating to the Repertoire are hereby granted or otherwise deemed to be granted to you and in particular without detracting from the generality of the foregoing no right or interest in respect of the copyright of the Repertoire is granted to you and the rights granted do not confer:

4.1.1 any right to sell, hire or otherwise dispose of copies of the Repertoire or any part thereof;

4.1.2 any right to make any arrangement or rerecording, edit, adaptation or material alteration of the Repertoire without prior written consent from us;

4.1.3 any right to manufacture sell or use the Repertoire separately from or independently to the particular Product;

4.1.4 sell or in any way make commercial gain from the out of context use of the Repertoire; and

4.1.5 use the Repertoire for any purpose other than in accordance with this Music Usage Licence.

5. Payment

5.1 You shall pay the Licence Fee prior to any usage of the Repertoire.

5.2 Upon notification by us to you that payment of the Licence Fee has been received, you may exploit the Product in accordance with the terms hereof.

5.3 In the event that any use of the Repertoire is made by you without payment of the Licence Fee or use of the Repertoire is made by you which is beyond the scope of this Music Usage Licence then we shall be entitled to charge and you hereby agree to pay a Licence Fee in accordance with the Rate Card which is prevailing at the time.

6. Copyright

You acknowledge that all right to copyright and other rights pursuant to the Repertoire is and will remain our exclusive property.

7. Warranties and Liabilities

7.1 We warrant that we own and/or control the copyright in the Repertoire and that we have the right to enter into this agreement and grant to you the rights in the Repertoire and the Repertoire shall not infringe the right of any third party. Without limitation to the foregoing we warrant that:

7.1.1 we have the right to exploit the Repertoire in any manner contemplated by this agreement; and

7.1.2 all persons contributing to or performing in the Repertoire have given all consents necessary to exploit the Repertoire in any manner contemplated by this agreement without further payment.

7.2 You warrant that you have the right to make this agreement.

7.3 Each party indemnifies the other against any loss (including legal fees) that the injured party may suffer resulting from any claim against it inconsistent with any representation made by the defaulting party hereunder.

8. Liability

8.1 We shall not be liable to you for any loss of goodwill, reputation, profit or any indirect special or consequential loss, damage, costs, expenses or other claims that are caused by our negligence or otherwise arise out of or in connection with your use of the Repertoire.

8.2 No partnership or agency is created by this agreement and neither party shall represent otherwise.

8.3 If any clause or part of this agreement or the application of such to any party shall for any reason be adjudged by a court or other legal authority of competent jurisdiction to be invalid, such judgment shall not affect the remainder of this agreement, the terms of which shall remain in full force and effect.

8.4 The laws of England shall govern this agreement and the English courts shall have exclusive jurisdiction.

SCHEDULE 1

Products

SCHEDULE 2

Permitted Media

"All Rights" means the right to exploit the Product in any and all media and formats (including future formats) including without limitation Broadcast Rights and Non-Broadcast Rights;
"Broadcast Rights" means the right to broadcast the Product within the Territory on any terrestrial, cable or satellite television and radio channel including IPTV and Video on Demand;
"DVD Rights" means the right to distribute the Product within the Territory as a DVD, Blu-ray or other physical format whether for sale or rental;
"IPTV Rights" means the right to make the Product available via the Internet for streaming and/or downloading pursuant to a subscription or pay-per-view billing system;
"Non-Broadcast Rights" means the right to distribute the Product within the Territory in all Media excluding Broadcast Media but including without limitation DVD rights, Theatrical Rights, via the Internet, public performance, non-commercial internal and archival use;
"Theatrical Rights" means the right to make the Product available as a theatrical release in cinemas;
"Video on Demand" means the right to make the Product available via a non-Internet transmission to a "set top box" receiver pursuant to a pay-per-view or subscription billing system.