This agreement is between you (“Licensor”) and Melodicloud (“Licensee”). By accepting the terms and conditions contained within this agreement, you enter into a binding and legally enforceable contract and agree to the following:
Definitions: In this agreement, the following definitions are used:
- Recording: The sound recording(s) and underlying musical compositions provided by the Licensor for inclusion in the Melodicloud.com online music library.
- Synchronisation: The permanent inclusion of the Recording within or alongside another medium/media.
- Production: An audio-visual project or media that contains the synchronised Recording, including episodes or variations which share the same title.
- Non-exclusive: The copyright contained within the Recording remains the property of the original copyright owner.
Grant of Rights: By entering into this agreement,the Licensor grants the Licensee a non-exclusive right to promote, market, license and distribute the Recording worldwide for Synchronisation by the Licensees clients. The Licensees clients may use the Recording in a single Production for non-profit or commercial use subject to the terms of the applicable license. Permitted uses of the Recording by the Licensees clients can include:
- online video, film, and podcasts.
- background music embedded into websites.
- background music for live events.
- downloads and physical copies of the Production.
- background music used for telephone on-hold systems.
- background music used in a public area.
- radio or television programmes and series.
- radio or television advertisements.
- films or theatrical productions.
The Licensor agrees to provide details of any Performing Rights Organisation (“PRO”) that the Recording is assigned to and acknowledges that reporting of any public performance will be the responsibility of the Licensees clients.
Records, Fees & Payment: The Licensee shall:
- set the prices at which the Recording will be licensed. Prices may be amended from time to time at the discretion of the Licensee.
- keep records of all sales of the Recording and make sales reports available to the Licensor via the Licensors administration panel on Melodicloud.com.
- pay the Licensor 50% of the gross sales value monthly by the payment method determined by the Licensee.
The Licensor shall:
- pay their own bank charges and transfer fees concerning the payment and receipt of monies
- ensure payment to any other party with an interest in the Recording e.g. contributing writers, band members.
Warranties: The Licensor warrants and represents that they are the sole and exclusive owner of all rights in the Recording, including valid copyright and publishing rights or they have been given authority to enter in to this agreement by any other party with an interest in the Recording e.g. contributing writers, band members.
The Licensee warrants and represents that they have experience and expertise in promoting, marketing, and licensing music and shall account accurately and truthfully to the Licensor for sales made, monies collected, and the value of the Recording supplied (whether for money or gain of any nature).
Limitation of Liability: The Licensor acknowledges and agrees that the Licensee will not be liable for any loss or damage arising out of or resulting from our provision of any Recording licensed under this agreement, or any breach of any terms of this agreement by you. Any liability by us shall be limited to the original cost of the license.
Indemnity: The Licensor agrees to indemnify, defend, and hold the Licensee harmless against any and all claims (including third party claims), demands, actions, suits, legal expenses, and damages (including indirect or consequential loss) resulting in any way from:
- An infringement of any other party’s copyright or publishing rights
- Any breach of the terms of this license agreement by you or any of your representatives.
You also agree that this clause (6) will survive the termination of this agreement.
Music Format: The Licensor shall upload one copy of the Recording as an uncompressed 44.1kHz WAV file and one copy as a 128kbps MP3 file using the Licensors administration panel on Melodicloud.com. This shall be at the Licensor’s cost.
Should the Recording be deemed suitable for Melodicloud.com, the Licensee shall promote, market, and license the Recording in a variety of formats that are appropriate to Melodicloud.com and its clients. The Licensee may edit the Recording or produce compilations and playlists for marketing purposes.
Termination: Either party may terminate this agreement at any time by giving notice in writing to the other party. That written notice may be by email or letter only.
This agreement shall immediately terminate without the need for written notice in the event either party:
- become insolvent or enter administration.
- cease trading, wind-up or dissolve their company/business other than for the purposes of amalgamation or reconstruction.
- breach a material term of this agreement.
Upon termination, the Licensee shall:
- delete all copies, extracts, references, marketing, and promotional content concerning the Recording from Melodicloud.com and confirm to the Licensor that the actions in this clause have been completed.
- draw up an account of sales made, and monies collected concerning the Recording and submit that statement and the monies collected to the Licensor.
Severability: The Licensor acknowledges the uncertainty of the law with respect to certain provisions of this agreement and agree that this agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this agreement or modified to make them enforceable and the validity and enforceability of the remainder of such provisions and of this agreement will be unaffected.
Governing Law: This agreement is governed by the law of England and Wales and is subject to the exclusive jurisdiction of the courts of England and Wales.
Last Revised: 06 April 2020