TERMS & CONDITIONS
HIGH IMPACT STOCK MUSIC LICENSE AGREEMENT
This LICENSE AGREEMENT (“the Agreement”) is made as at the License Start date by and between UniqueTracks Inc. trading as High Impact Stock Music (HighImpactStockMusic.com), 201 11th St., Brooklyn, NY 11215-3915, USA (“the Licensor”) and the (“Licensee”) as further described below.
In consideration of the foregoing and the mutual promises and covenants contained herein, the parties agree as follows:
BY WAY OF CLICKING “I ACCEPT” AT THE END OF THE “CLICK THROUGH” MECHANISM YOU HAVE AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. LICENSED MATERIALS
1.1 “Licensed Material(s)” recording of sound (and components thereof such as stems, parts and tracks where applicable) on any media embodying the performance by one or more individuals of the Compositions (as defined below) or recordings of sound effects) (“the Master Recordings”) together with the musical compositions and lyrics, irrespective of length, including all spoken words and bridging passages and including a medley, written or composed by one or more individuals (“the Compositions”) together with all those rights to use and utilize the Master Recordings and Compositions set out below in clause 2 and downloaded from the Licensor’s website.
2. GRANT OF LICENSE
2.1 In consideration of the payment of those fees set out in the invoice attached to this agreement and paid to the Licensor (“the Fee”), and subject to the terms and conditions of this Agreement during the License Duration, Licensor grants to Licensee the non-exclusive right and license throughout the World (“the Territory”) to:
2.1.1 Use the Licensed Material(s) in synchronized time relation with the production of audiovisual programs and other audiovisual creations in accordance with the License Type (“the Production”) that includes the right to record, dub, edit (but only for the purpose of timing) and synchronize the Master(s) into and with the
Production; 2.1.2 the right to duplicate, distribute, exhibit, broadcast, perform the Licensed Material(s) in the media specified in the License Type as part of the Production.
3. LIMITATION OF USE OF LICENSED MATERIAL(S)
3.1 The Licensed Material(s) shall be used solely in connection with the Production, and the grant of rights herein does not include the right to relicense, sub-license, resell, repackage, exhibit or redistribute the Licensed Material(s) except as part of the Production.
3.2 Only those rights specifically licensed hereunder shall be used or utilized by the Licensee. Any and all rights not specifically licensed under this Agreement are fully reserved by the Licensor.
4. LICENSE DURATION
4.1 The term of this Agreement shall commence upon the License Start date and last for the License Duration unless otherwise terminated in accordance with the provisions of this Agreement. For the avoidance of any doubt where the Licensed Material(s) are used in relation to a Production under the terms of this agreement then the use of such Licensed Material shall last for the life of copyright in such Production provided always that any and all third party fees (including but not limited to any fees due to the PRO) are paid in full and when becoming due by the Licensee.
5. LICENSEE OBLIGATIONS
5.1 Licensee shall pay for any and all third party compensation including but not limited to any performance rights and/or other similar licenses required by the PRO. To the extent that the Licensor should be required to make any such third party compensation payments the Licensee shall fully indemnify and hold Licensor harmless from all reuse, residual and other fees payable on account of distribution of the Production or relating to the rights herein granted to Licensee (including any fees due for the non-dramatic performance rights in and to the underlying compositions of the Licensed Material(s), union or guild required payments, deferred compensation, percentage or part of net profits or other compensation of any kind.
5.2 Licensee shall use its best commercial endeavors to give the correct Credits as set out in Definitions at a) above in connection with Licensee’s exploitation of the Licensed Material(s) in the Production and that such Credits are in a place, size, style and manner as substantially similar to credits afforded to other licensors of similar content.
5.3 Any and all use of the Licensed Material(s) shall be strictly in accordance with the terms and conditions of this Agreement. The Licensee fully understands and accepts that the breach of any of the above Clauses 5.1 to 5.2 may amount to a material breach of this Agreement. In the event that any such breach leads to the termination of this Agreement then any and all loss suffered by the Licensee by way of the revocation of the license granted herein are entirely their own loss and the Licensor shall have no liability in relation to any such loss.
6. REPRESENTATIONS & WARRANTIES
6.1 Licensor represents and warrants that it has the full power, legal capacity, and authority to enter into this Agreement and to carry out its terms and that it has the right to license to the Licensee the Licensed Material(s) for the purposes of this Agreement.
6.2 Licensee represents and warrants that it shall only use the Licensed Material(s) on the terms set out herein and that any such use shall not be derogatory to the Licensed Material(s) or its overall owner.
7. INDEMNIFICATION & LIMITATION OF LIABILITY
7 . 1 Licensee agrees to indemnify, defend and hold harmless Licensor (including its affiliates), and all respective officers, directors, employees, and agents, from and against any loss, damage or expense, including reasonable legal fees, suffered or incurred as a result of a third party claim relating to any breach or alleged breach of the representations and warranties under this Agreement by Licensee.
7.2 Licensor agrees to indemnify and hold harmless Licensee for any and all claims, suits, damages, actions, or other costs (including but not limited to legal and professional fees on an indemnity basis) arising out of any breach of Licensor’s representations, warranties and obligations set forth in this Agreement. Provided always that such liability shall be limited to the total amount of any and all Fees or other payments paid, due or owing to the Licensor by the Licensee.
8.1 As between Licensor and Licensee:
8.1.1 Licensor has the right to license the Licensed Material(s); and
8.1.2 Licensee owns all intellectual property rights in and to the Production.
8.2 For clarity, no ownership interest is granted by any provision of this Agreement to either party. All rights not specifically granted hereunder are retained by the relevant party.
9.1 Any and all Fees due or becoming due to the Licensor shall be paid in full and without deduction together with any and all taxes, levies or other payments becoming due (including but not limited to any of those payments set out in Clauses 5.1 and 5.2 above) shall be made on demand.
10.1 The Licensee expressly agrees that the Licensor may be entitled to seek injunctive and/or other equitable relief to prevent a breach of this Agreement or any provision which relief shall be in addition to any other remedies, for damages or otherwise, which may be available to the Licensor party.
11.1 Licensee may only assign or transfer this license to any of Licensee’s parent, subsidiary or affiliated companies, or to any person, firm or corporation which acquires the Production or the right to sell, distribute, exhibit, broadcast or otherwise exploit the Production or any rights therein.
12.1 Licensor may, upon written notice to Licensee, immediately terminate the Agreement for any uncured breach if not remedied within fifteen (15) days after receipt of such written notice.
12.2 The Licensor or the Licensee may terminate this Agreement immediately without prior written notice on the insolvent liquidation or bankruptcy of the other party.
12.3 In the event of any termination any and all rights granted hereunder shall revert back to the Licensor SUBJECT ALWAYS TO the proviso that any use made by Licensee of the Licensed Material (s) shall remain valid and subsisting as though this Agreement had never terminated save where any such use of the Master(s) is in breach of the terms of this Agreement or infringes that rights of a third party who had previously granted such rights to the Licensor.
13.1 If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
14.1 The original language of this Agreement is English. In the event of any ambiguity or conflict between the English language version of this Agreement and any translation of the same, the English language version shall prevail.
15.1 This Agreement constitutes the entire understanding of the parties and will be binding upon and inure to the benefit of the parties, their heirs, executors, legal representatives, successors, and permitted assigns. No other agreement, written or oral, express or implied, exists between the parties.
15.2 Any modification or waiver of this Agreement must be in writing, signed by both parties. The waiver by one party of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any subsequent breach by such party.
15.3 All notices, requests, demands and other communications hereunder will be deemed to have been duly given if delivered or mailed by certified mail, return receipt requested to the parties at the addresses set forth by the parties in this Agreement or to such other address of which either party may by certified mail notify the other party.
16. GOVERNING LAW
16.1 This Agreement shall be construed in accordance with and governed in all respects by, the laws of United States and the Courts Of New York State shall have exclusive jurisdiction.
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