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TERM
RIGHTS RETAINED
ALTERATION AND EDITING
CONSIDERATION
1. In
consideration of the licenses granted herein, Licensee shall pay to Licensor
the fee set forth on Licensee's website for the Licensed Material for the
Licensed Use selected by Licensee as reflected in Licensor's written
confirmation or invoice to Licensee.
CREDITS
1. Licensor
and Authors shall be given a credit on all Audio Products or Audiovisual
Products embodying the Licensed
Work equal to other persons of the same position in accordance with industry
standards for such credit. Such credit shall be as listed on the credits of
Licensor's website for the Licensed Material and shall be in a substantial form
as follows: [name of artist, name of record label, if any, name of composer
(ASCAP, BMI or SESAC), name of publishing company (ASCAP, BMI or SESAC), if any/Name
of Licensor].
Failure to provide the credit shall be considered a material breach of this
Agreement and is grounds for termination of this License by Licensor.
DEFINITIONS
"Audio Products," shall mean all forms of sound reproductions
whether now known or unknown, on or by which sound may be recorded for later
transmission to listeners, embodying sound, including, without limitation,
discs of any speed or size, vinyl, compact disc, reel-to-reel tapes,
cartridges, cassettes, audiovisual recordings, digital formats, digital
transmissions, direct transmissions or any other configurations.
"Audiovisual Products" shall mean all forms of
reproductions now or hereafter known, created, manufactured or distributed by
physical, electronic or digital means including but not limited to film,
videotape, digital computer chip, video cassettes, video discs, digital video
discs ("DVDs"), computer programs or computer files containing visual
images accompanied by sound that can be perceived by a device in various mediums
including but not limited to movie theaters, broadcast, digital, high
definition, cable or satellite television, computers, telephones, or other
media or devices now or hereafter know that allow consumers to control the
viewing or, or to interact with the Audiovisual Products.
"Authors" shall mean the name of the creator of the Master and
Composition as reflected on Licensor's Website for the Licensed Material
including both the owner of the recording, the recording artist and the
composer of the Composition.
"Broadcast" shall mean the performance, telecast, broadcast,
transmission, streaming, exhibition or distribution through any media now known
or created in the future including but not limited to television, theaters,
internet, satellite, telephone, etc ("Broadcast").
"Composition" shall mean the underlying musical work recorded and
embodied in the master recording of the Licensed Material including the music
and words, if any.
"Digital Delivery" shall mean each individual delivery of a sound
recording by Electronic Distribution that results in a specifically
identifiable reproduction of the Licensed Master(s) by or for any Electronic
Distribution recipient.
“Electronic Distribution” shall mean any transmission to the
consumer, including the performance thereof, whether sound alone, sound coupled
with an image, or sound coupled with data, in any form, analog or digital, now
known or later developed (including but not limited to cybercasts, webcasts,
streaming audio, digital downloads, direct broadcast satellite, cable system,
telephone system, broadcast station and any other forms of transmission now
known or hereafter devised) whether or not such transmission is made on demand
or near on demand.
"Licensed Material" shall mean the sound recording
("Master") and the underlying musical compositions, including lyrics,
if any, embodied on the Master ("Compositions") offered for licensing
by Licensee and selected for use by the Licensee. Any reference to the Licensed
Material shall refer to the Master or Composition separately or collectively.
"Licensed Use" shall mean the specific use for which Licensee has
purchased from Licensor and reflected in Licensor's written confirmation or
invoice provided to Licensee.
"Synchronize" means to couple and/or synchronize, arrange, record,
re-record, transcribe, modify or edit the Licensed Material in timed relations
with the Licensed Use.
CUE SHEET
In the event the Licensed Work is to be Broadcast, Licensee
agrees to furnish Licensor(s) a cue sheet of the Licensed Work no later than
thirty (30) days prior to the first Broadcast of the Licensed Work. Licensee
shall be responsible for providing cue sheets to any Free T.V., Pay T.V.,
Cable, Satellite, Internet or any other company transmitting the performance of
the Licensed Work and, upon request, to the Authors or Authors performance
rights society. In the event that Licensee fails to provide such cue sheet to
Licensor(s), T.V. station or other company requesting a Cue Sheet, this license
shall not become effective, shall be null and void and terminated. Licensee
agrees to cooperate with all performance rights societies (ASCAP, BMI, SESAC
and Sound Exchange) to enable such societies to monitor and administer those
performing the Licensed Material. Performance royalties shall be paid directly to the Authors through
Author's respective performance rights society.
WARRANTIES
The parties warrant the following:
(a) Licensor is free
to enter into and abide by the terms of this Agreement;
(b) Licensor has the
rights to grant the rights to the Licensed Material set forth in this Agreement. ;
(c) None of the
Licensed Material licensed under this Agreement, as used in accordance with the terms of this Agreement,
shall interfere or infringe the copyrights
of any other party;
(d) Licensee has not
nor will act in any manner inconsistent with the rights given or grants made in this Agreement;
(e) Licensor’s
representations and warranties are true as of the date of this Agreement and shall remain true for as long as
Distributor and it licensees and assigns
have any interests or rights under this Agreement, and;
(f) EXCEPT AS
EXPRESSLY STATED IN THIS AGREEMENT, LICENSOR MAKES
NO 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. LICENSOR SHALL NOT BE LIABLE
TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR ANY
OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF
THIS AGREEMENT, EVEN IF LISTEN VISION 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.
INDEMNIFICATION
1. The
parties agree to indemnify, save and hold each other harmless from any costs,
expenses, attorneys’ fees, losses or damages, arising out of or connected with:
(a) Any claim by an
third party that is inconsistent with any of the warranties or representations made in this Agreement; and
(b) Any material
breach by Licensee of this Agreement or any other representations or warranties made by this Agreement.
(c) Licensor's
agreement to indemnify Licensee is contingent upon Licensee using the Licensed Material in accordance with this
Agreement and the Licensed Use.
BREACH AND TERMINATION
A party breaching this agreement (the “Breaching Party”)
will only be in breach of this Agreement if the other party gives the Breaching
Party written notice of the breach and the Breaching Party does not cure the
breach within thirty (30) days after the date of receipt of the written notice.
In the event of a breach by Licensee, Licensor may, at its sole discretion,
terminate this Agreement and revoke any license granted under this Agreement.
Such termination shall take effect immediately upon notice to Licensee and
Licensee shall immediately cease using the Licensed Material and will destroy
all copies of the Licensee's Work.
JURISDICTION
The validity, construction and performance of this Agreement
and the legal relations among the parties to this Agreement shall be governed
by and construed in accordance with the laws of the Districy of Columbia. Any
legal action filed under this Agreement will be filed in District of Columbia.
Prior to any legal action being filed, the parties agree to submit to mediation
in the District of Columbia according to the rules of the American Arbitration
Association for a single mediator. In the event any provision of this Agreement
or the application of any such provision shall be held by a tribunal of
competent jurisdiction to be contrary to law, the remaining provisions of the
Agreement shall remain in full force and effect. If any legal action,
arbitration, or any other proceeding is brought for the interpretation or
enforcement of this Agreement because of any alleged dispute, breach, default
or misrepresentation in connection with any provision of this Agreement, the
prevailing party shall be entitled to recover from the other party the
prevailing party’s reasonable attorneys and accounting fees and costs incurred
in such proceeding, together with any other relief to which the prevailing party may be entitled.
