META-MUSIC.COM MUSIC LICENCE AGREEMENT
IMPORTANT! YOUR PURCHASE THROUGH THIS WEBSITE IS SUBJECT TO LEGALLY BINDING TERMS AND CONDITIONS. CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE PROCEEDING. BY CLICKING THE “I ACCEPT” BUTTON, AT CHECKOUT, YOU ACCEPT THESE TERMS AND CONDITIONS AND ACKNOWLEDGE THAT YOU INTEND TO BE LEGALLY BOUND BY THEM.
Definitions. The following terms have the stated meanings:
"Audio Products" means any product in any format or media now known or hereafter devised, embodying the Licensed Material alone or only with other music, including, without limitation, compact discs (CDs), cassettes, phonograph records and digital downloads.
"Broadcast" means to cause or permit others to cause the performance, telecast, broadcast, transmission, streaming, exhibition or distribution of the Synchronised Licensed Material.
"Collection Societies" means any performing, mechanical or other rights society (e.g., ASCAP, SOCAN, BMI etc.) that collects and administers royalty payments or similar remuneration on behalf of music publishers, writers and performers.
"Copy" means to duplicate or otherwise make copies of the Work solely for the purpose of Broadcasting the Work.
"Edit" means use by Licensee of less than an entire Master, including the editing, looping, enhancing or modifying of the Master, provided that any such change (i) shall not alter the fundamental character of the portion of the Master being used, and (ii) shall not give rise to any ownership rights or claims, including copyright, on the part of Licensee in or to the resultant edited recording or composition.
"Licensed Material" means the sound recordings (the "Masters") and musical compositions, including lyrics, embodied on the Masters (the "Compositions") offered for licensing by Meta-music.com and selected for use by Licensee (such Masters and Compositions so selected, collectively the "Licensed Material"). Any reference in this Agreement to the Licensed Material shall be to each part of the Licensed Material and also to the Licensed Material as a whole.
"Licensee" means the person or entity purchasing a licence hereunder and, if specifically identified during the purchase process or set forth in the invoice, also means the person or entity on whose behalf the licence is purchased.
"Licensee Work" means the production, programme or other project embodying the Synchronised Licensed Material.
"Media" means, unless otherwise stated in the Rights and Restrictions, any and all media, now known or hereafter devised.
"Purchaser" means an entity purchasing the licence hereunder on behalf of a third party Licensee.
"Rights and Restrictions" means the information available to Licensee at the time of the Licensed Material selection, either: (i) accompanying the Licensed Material on any website where the Licensed Material is offered for licensing (including all areas of the purchase process); (ii) in any invoice or order receipt; and (iii) in any other written communication accompanying the Licensed Material. Such Rights and Restrictions may include, without limitation, a description of the Licensed Material, the permitted scope of use, any territory or other use restrictions applicable to the Licensed Material selected and the corresponding price for the license of such Licensed Material (the "Licence Fee"). The Rights and Restrictions shall be incorporated into this Agreement and all references to the Agreement shall include the Rights and Restrictions.
"Synchronise" means to couple and/or synchronise, arrange, record, re-record, transcribe, modify or edit the Licensed Material solely in timed relation with a permitted use.
“Synchronised Licensed Material" means Licensed Material that has been coupled and/or Synchronised, arranged, recorded, re-recorded, transcribed, modified oredited solely in timed relation with a permitted use.
THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN LICENSEE AND META-MUSIC.COM ("META-MUSIC.COM"). THIS AGREEMENT APPLIES TO LICENCES ISSUED AS A RESULT OF YOUR USE OF THIS WEBSITE. BY PURCHASING A LICENSE TO ONLINE, DIGITAL MATERIAL, YOU AS THE LICENSEE ARE CONFIRMING THAT YOU HAVE THE CAPACITY TO FORM A CONTRACT UNDER YOUR LOCAL LAWS.
1. Grant of Rights.
1.1. Subject to the terms of this Agreement, Meta-music.com grants to Licensee a royalty-free, direct, perpetual, worldwide, non-exclusive, non-sublicensable and non-transferable right, inclusive of mechanical and performing rights (subject only to Section 6.2 below), to use, Edit and Synchronise the Licensed Material identified in the purchase receipt, and to Copy and Broadcast the Synchronise Licensed Material an unlimited number of times, for all purposes other than those explicitly prohibited in Section 3 below.
1.2.The above licence rights may be exercised by subcontractors of Licensee for preparation of the Licensee Work, provided that such subcontractors agree to abide by the terms of this Agreement. Licensee may license and/or transfer ownership of any Licensee Work (but not any LicensedMaterial contained therein) as part of any distribution process as may be necessary or appropriate for the intended use specified in the Rights and Restrictions, solely as part of such process.
2. Restrictions on Rights Granted.
2.1. Defamatory or otherwise unlawful use of Licensed Material is strictly prohibited, whether directly or in context or juxtaposition with other material or subject matter. Licensee shall also comply with any applicable regulations and/or industry codes.
2.2. Licensed Material shall not be used contrary to the Rights and Restrictions.
2.3. Licensee may not falsely represent, expressly or impliedly, that Licensee is the original creator of a work that derives a substantial part of its artistic components from the Licensed Material.
2.4. In connection with any permitted Copying or Broadcast of a Licensee Work on a website(s), Licensee shall post terms and conditions on such website(s) that prohibit downloading, republication, retransmission, reproduction or other use of the Licensed Material as a stand-alone file.
2.5 In connection with any permitted use on any social media platform or other third-party website, Licensee's rights to such permitted uses shall automatically be revoked in the event that the third-party website seeks to exploit purported rights to the Licensed Material contrary to the terms of this Agreement; and in such event, upon Meta-music.com's request, Licensee shall remove any Licensed Material from such platform or website.
2.6 Licensee may not: (i) include the Licensed Material in an electronic template intended to be Copied by third parties, including, without limitation, in a product or service that enables an end user to create soundtracks, in a system that resells products that include the Licensed Material, or in any "build-it-yourself" media tools; (ii) make the Licensed Material available, or sell, license or distribute the Licensee Work, in a way that is intended to allow or invite a third party to download, extract, redistribute or access the Licensed Material as a standalone file; or (iii) use or display the Licensed Material on websites or in any other medium designed to induce or involving the sale, license or other distribution of "on-demand" products (e.g., products in which Licensed Material is selected by a third party for customisation of such product on a made-to-order basis), including, without limitation, electronic greeting cards, voicemail greetings, ring tones, multi-media albums or presentations, or similar items.
2.7 Nothing contained in this Agreement shall be deemed to grant Licensee the right to manufacture, distribute or sell Audio Products.
3. Warranty and Limitation of Liability.
3.1. Meta-music.com warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) the Licensed Material was not recorded under the jurisdiction of a union or collective bargaining agreement; (iii) the Licensed Material will be free from defects for thirty (30) days from delivery (Licensee's sole and exclusive remedy for a breach of this warranty being the replacement of the Licensed Material); and (iv) Licensee's use of the Licensed Material in its original form, and when used in accordance with this Agreement, will not infringe upon the rights of any third party, including copyrights and rights of privacy or publicity. Whilst efforts have been made to correctly caption the subject matter of, and to provide other information (including metadata) related to the Licensed Material, Meta-music.com does not warrant the accuracy of such information.
3.2. This Agreement shall be deemed to include the direct grant to Licensee of the right to Copy and publicly perform the Licensed Material in the territory, and no fee which would otherwise become due and payable as a result of the Copying or public performance of the Licensed Material as contemplated by this Agreement shall be due to Meta-music.com or its contributors, nor shall this Agreement require Licensee to report usage of the Licensed Material to any Collection Societies. In furtherance of the foregoing, Meta-music.com represents and warrants that it holds all rights in the Licensed Material necessary to issue direct licences, inclusive of all performing, mechanical or any other similar rights, without need for payment of further royalties to any Collection Society. The foregoing warranty does not extend to: (a) charges assessed on Licensee (or a Broadcaster of a Licensee Work) pursuant to the terms of a blanket licence or other written agreement between Licensee (or such Broadcaster) and a Collection Society; (b) fees to the extent arising from Licensee's use of other musical content together with Licensed Material; or (c) fees, levies or other remuneration, the collection of which is exclusively delegated to a Collection Society by local statute, irrespective of the membership of, or any contractual mandate from, any of the writers, composers, performers or other rights holders in the Licensed Material.
3.3 META-MUSIC.COM DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. META-MUSIC.COM SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF META-MUSIC.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES. META-MUSIC.COM SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING OUT OF OR AS A RESULT OF MODIFICATIONS MADE TO THE LICENSED MATERIAL BY LICENSEE OR THE CONTEXT IN WHICH LICENSED MATERIAL IS USED IN A LICENSEE WORK.
4.1. Provided Licensed Material is only used in accordance with this Agreement and Licensee is not otherwise in breach of this Agreement, and as Licensee's sole and exclusive remedy for any alleged or actual breach of the representations and warranties set forth above, Meta-music.com shall, defend, indemnify, and hold harmless Licensee and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside attorneys' fees) arising out of or as a result of claims by third parties ("Claims") relating to any actual or alleged breach by Meta-music.com of its warranties set forth herein. Meta-music.com shall have no obligation under this Agreement in respect of any Claims that arise out of or are a result of: (i) Licensee's modification of the Licensed Material, where the Claim would not have arisen but for the modification made by Licensee; (ii) the context in which Licensed Material is used in a Licensee Work, where the Claim would not have arisen but for such context; (iii) Licensee's failure to comply with the terms of this Agreement; (iv) fees or charges assessed on Licensee (or a Broadcaster of a Licensee Work) pursuant to the terms of a union or collective bargaining agreement to which Licensee (or such Broadcaster) is a signatory, unless such fees or charges result from breach of Meta-music.com' representation in Section 6.1(iii) above; or (v) Licensee's continued use of Licensed Material following notice from Meta-music.com, or upon Licensee's knowledge, that Licensed Material is subject to a claim of infringement of another's right. The foregoing states Meta-music.com' entire indemnification obligation under this Agreement.
4.2. Licensee shall, subject to the terms of Section 7.3 below, defend, indemnify and hold harmless Meta-music.com and its parent, subsidiaries commonly owned or controlled affiliates, and content providers, and their respective officers, directors and employees, from all damages, liabilities and expenses (including reasonable outside attorneys' fees) arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Licensed Material outside the scope of this Agreement; or (ii) any other actual or alleged breach by Licensee of this Agreement.
4.3. The party seeking indemnification pursuant to this Section 7 shall promptly notify the other party of such claim. At indemnifying party's option, indemnifying party may assume the handling, settlement or defence of any claim or litigation, in which event indemnified party shall co-operate in the defence of any such claim or litigation as may reasonably be requested by indemnifying party. Indemnified party shall have the right to participate in such litigation, at its expense, through counsel selected by indemnified party. Indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
5. Condition of Licensed Material.
Licensee should examine all Licensed Material for possible defects (whether digital or otherwise) before sending any Licensed Material for Copying. Without prejudice to Section 6.1(i) above, Meta-music.com shall not be liable for any loss or damage suffered by Licensee or any third party, whether directly or indirectly, arising from any alleged or actual defect in any Licensed Material or its caption or in any way from its Copying.
6. Licence Cancellation Fee.
If Licensee or Purchaser requests in writing to cancel this Agreement within thirty (30) days of the date of receipt by Licensee or Purchaser of the Licensed Material, and such Licensed Material has not been used by Licensee, Meta-music.com may cancel this Agreement and issue a credit to Licensee's or Purchaser's account or credit card as follows: (i) an amount up to 100% of the Licence Fee may be credited if the request is received within thirty (30) days of receipt of the Licensed Material and an administration fee of CAD$50 (or local currency variation) will be charged; (ii) no credits are available for any cancellation request received after 30 days from receipt of Licensed Material.
7. Reservation of Rights.
All rights which are not expressly granted by Meta-music.com to Licensee pursuant to this Agreement, including all promotional materials or any other property owned or controlled by Meta-music.com are specifically reserved by Meta-music.com. Except as expressly set forth in this Agreement, nothing contained herein shall be deemed to convey or transfer to Licensee any ownership interest, including copyright, in or to the Licensed Material.
8.1. Unauthorised Use and Termination. Any use of Licensed Material in a manner not expressly authorised by this Agreement or in breach of a term of this Agreement constitutes copyright infringement, entitling Meta-music.com to exercise all rights and remedies available to it under copyright laws around the world. In addition, and without prejudice to Meta-music.com' other remedies under this Agreement, Meta-music.com reserves the right to charge and Licensee agrees to pay a fee up to five thousand dollars ($5,000) for the unauthorised use of the Licensed Material. Meta-music.com reserves the right to terminate this Agreement in the event Licensee: (i) enters the Agreement after having received notice of unauthorised use from Meta-music.com relating to the Licensed Material; (ii) provides inaccurate information regarding its proposed use of the Licensed Material at the time of entering the Agreement; (iii) fails to pay the Licence Fee on the due date; or (iv) otherwise breaches the terms of this Agreement. Upon termination, Licensee must immediately (I) stop using the Licensed Material; and (II) destroy or, upon the request of Meta-music.com, return to Meta-music.com the Licensed Material and, in the case of termination by Meta-music.com for cause, the Licensee Work in the possession or control of Licensee.
8.2. Audit/Certificate of Compliance. Upon reasonable notice, Licensee shall provide sample copies of Copies or Licensee Works containing Licensed Material to Meta-music.com, including by providing Meta-music.com with free-of-charge access to any pay-walled or otherwise restricted-access website or platform where the Licensed Material is Copied or Broadcast. In addition, upon reasonable notice, Meta-music.com may, at its discretion, either through its own employees or through a third party, audit Licensee's records directly related to this Agreement and use of Licensed Material in order to verify compliance with the terms of this Agreement. If any such audit reveals an underpayment by Licensee to Meta-music.com of five percent (5%) or more of the amount Licensee should have paid for the time period that is the subject of the audit, in addition to paying Meta-music.com the amount of such underpayment, Licensee shall also reimburse Meta-music.com for the costs of conducting such audit. Where Meta-music.com reasonably believes that Licensed Material is being used outside the scope of the licence granted under this Agreement, Licensee shall, at Meta-music.com' request, provide a certificate of compliance signed by an officer of Licensee, in a form to be approved by Meta-music.com.
8.3. Withdrawal. Upon notice from Meta-music.com, or upon Licensee's knowledge, that any Licensed Material may be subject to a claim of another's right for which Meta-music.com may be liable, Meta-music.com may require Licensee to immediately and at its own expense (i) stop using the Licensed Material; (ii) delete or remove the Licensed Material from its premises, computer systems and storage (electronic and physical); and (iii) ensure that its clients do likewise. Meta-music.com shall provide Licensee with comparable Licensed Material (which comparability will be determined by Meta-music.com in its reasonable commercial judgement), free of charge, but subject to the other terms and conditions of this Agreement.
.4. Governing Law. This Agreement shall be governed, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, as they are applied to contracts and agreements made in the Province and substantially performed in it. The parties irrevocably attorn to the jurisdiction of the courts of the Province of Ontario.
.5. Dispute Resolution.
Negotiation: In the event of a dispute under this Agreement (a “Dispute”), the party alleging the Dispute shall provide written notice giving particulars of the Dispute to the other party (the “Notice of Dispute”). The parties each agree to appoint a representative and to cause their respective representatives to meet as soon as possible in an effort to resolve the Dispute.
Mediation: If the dispute is not resolved by informal negotiation within ten (10) days (or any mutually agreed extension of time) of the first meeting between the representatives of the parties, the dispute shall be referred to mediation, that is, an informal, non-binding conference or conferences between the parties in which a mediator will seek to guide the parties to a resolution of the dispute. The parties are free to select any mutually acceptable mediator. If the parties cannot agree or have no particular choice of mediator, they may request that The Canadian Foundation for Dispute Resolution (the “Foundation”) assign a mediator to the dispute. A list and resumes of available mediators, numbering one more than there are parties, will be sent by the Foundation to the parties, each of whom may strike one name, leaving the remaining name as the mediator. If more than one name remains, the designated mediator shall be selected by the Foundation from the remaining names. The mediation process shall continue until the case is resolved, one of the parties wishes to terminate the mediation, or the mediator makes a finding that there is no possibility of resolution.
Arbitration: If mediation is not successful, the parties hereto agree that any dispute between them arising out of or relating to this Agreement shall be settled exclusively by arbitration. Such arbitration shall be conducted in accordance with the commercial arbitration rules then in force in Ontario, Canada. The arbitration award shall be final and binding on both parties. Judgment upon such arbitration award may be entered in any court having jurisdiction.
8.6. Severability. If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
8.7. Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of either party in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by either party of any such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on one occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.
8.8. Entire Agreement. This Agreement is intended for business customers of Meta-music.com and contains all the terms of the licence agreement. No terms or conditions may be added or deleted unless made in writing and either accepted in writing by an authorised representative of both parties or issued electronically by Meta-music.com and accepted in writing by an authorised representative of Licensee. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order sent by Licensee, the terms of this Agreement shall govern.
8.9. Taxes. All Licence Fees are exclusive of any applicable sales, use, withholding or other transactional taxes, which are the sole responsibility of Licensee or Purchaser (if any).