Cut To The Beat Limited
Music Licence Terms and Conditions (the “Music Licence”)
Please carefully read the terms and conditions of the Music Licence before placing an order for Cut To The Beat Limited’s Music Downloads. By clicking the “Agree to Music Licence” box on the order form, you will be deemed to have agreed to all the terms and conditions of this Music Licence.
Please note, we shall enter certain information in this Music Licence, such as your name and address, the fee and the relevant details of compositions when we generate your e-licence.
From: Cut To The Beat Limited of 5 Buckingham Place, Brighton, Sussex BN1 3TD (“We”)
To: [ ] (“You”)
Fee: £[ ] [+ VAT] (the “Fee”)
• References to “you” shall, if you are a company, include your subsidiaries, holding companies and subsidiaries of holding companies, as defined in the Companies Act 1985 or any successor legislation to that Act.
• References to “Compositions” shall mean those musical and literary works, the short particulars of which are set out below under the heading “Compositions”.
• References to “Music Download” shall mean digital file(s) containing encoded sound recordings of the Composition(s).
Background
We and you have agreed that subject to the conditions set out below and in consideration and conditional upon the payment to us of the Fee, we will grant you a licence to use Music Downloads for the usage stipulated.
1. The Music Licence
We grant you a non-exclusive licence to use any of the Music Downloads on the basis set out below.
1.1. Permitted Usage
1.1.1. This Music Licence permits you to use and include the Music Downloads within or as part of any audio /audio-visual production for television, film, radio, internet or other multi-media broadcast, sponsorship and advertisements subject to paragraphs 5 and 6 of this Music Licence.
1.1.2. The Music Licence includes all synchronisation rights in the Compositions and sound-recording dubbing fee for the above uses.
1.1.3. You may use any Music Downloads in whole or in part.
1.1.4. You may edit (including fade, crop, cut, stretch or loop) any Music Downloads to fit your production provided that any treatment of the sound recording and the underlying Composition remains the copyright of us.
1.1.5. You have unlimited usage of the Music Downloads as a temporary track prior to a final dub, as part of any promotional material or trailer directly associated with your audio / audio-visual production and not for sale to the public.
1.1.6. This Music Licence includes mechanical royalties in respect of the mechanical reproduction of videos, DVDs, computer games, mpeg2/mpeg4 files or other products in any format now known or invented in the future for commercial sale or rental to the public which contain audio-visual productions incorporating the Music Downloads.
1.1.7. This Music Licence is subject expressly to all rights in such Compositions which have been vested in the Performing Rights Society (“PRS”) by virtue of the composer’s membership of the PRS.
1.2. Territory
1.2.1. Subject to clause 1.2.2, the territory is the World.
1.2.2. We draw your attention to paragraph 6.3 which states that you must obtain further clearance from us in the event that you wish to use the Music Downloads in a film to be commercially released or a theatrical production to be publicly performed in the United States of America.
1.3. Term
This Licence will run for the full period of copyright in the Music Downloads.
2. The Fee
We acknowledge that a proportion of the Fee constitutes equitable remuneration in respect of the rental or lending of the Compositions by means of the rental or lending of an audio-visual production and confirm that no further payment shall be due to us or any third party from you in this regard.
3. Limitations
3.1. The Music Licence does not allow you to perform the Music Downloads or Compositions in public. In such circumstances, you must obtain separate licences from your local performing rights collection societies (see “Performing Rights” below).
3.2. The Music Licence does not include mechanical royalties in respect of the mechanical reproduction of:
3.2.1. audio-only products in any format now known or invented in the future (including but not limited to digital files, CDs, analogue records and cassettes) incorporating the Music Downloads and/or the Compositions (If you require such use, please email info@cuttothebeat.com); and
3.2.2. podcasts (see “Podcasts” below)
3.3. You may not assign, sub-licence or sub-contract any of the rights granted to you in this Music Licence nor are you permitted to share, re-sell, reproduce or otherwise transfer the Music Downloads and/or the Compositions to a third party.
3.4. Other than the Music Licence no rights of any kind whatsoever in or relating to the Music Downloads and/or the Compositions are granted to you and, in particular, no right or interest in respect of the copyright in the Music Downloads and/or the Compositions is granted to you.
4. Warranty
We confirm that:
4.1. We have the full right, power and authority to enter in to and to grant and perform this Music Licence; and
4.2. The Compositions do not infringe the copyright of any person, firm or company.
5. Required Notifications
You undertake that:
5.1. For each production incorporating the Music Downloads covered by this Music Licence, you will notify and keep fully informed the production company, broadcaster or performer (the “Music End User”) so as to allow the Music End User to register the usage of the Music Downloads and/or the Compositions with the local performing rights collection societies (PPL and PRS, in the UK), including details of publisher, composer and compositions used under this Music Licence. Please note, any public performance of the Sound Recordings and the Compositions is subject to the appropriate licence(s) being obtained from your local performing rights collection society(ies).
5.2. You will provide us with full written details of all uses of the Music Downloads including the periods and the media and territory and the name of the production in which the Music Downloads are used within 28 days of any such use.
5.3. Notwithstanding paragraph 5.2, you will provide us from time to time as requested with full written details of all uses of the Music Downloads provided that we shall not make any unreasonable request in terms of the detail we require.
6. Performing Rights
6.1. This Licence does not include public performance rights. When the Compositions are to be performed publicly, including but not limited to television, radio, web-streaming and podcasts, you must ensure that the required notifications are made (see paragraph 5.1). This is so that money already paid by the broadcaster can be allocated to us.
6.2. Performing rights will be cleared by the performing organisation, broadcaster or website owner and not you.
6.3. If the Music Downloads are to be used in a film to be commercially released or a theatrical production to be publicly performed in the United States, please email info@cuttothebeat.com to obtain clearance.
7. Podcasts
You undertake to us that you will obtain the appropriate licence from your local performing rights society/ mechanical rights collection society prior to including a Sound Recording in a podcast. In the UK, the appropriate licence is the MCPS-PRS Joint Podcasting Licence. Please obtain further details your local collection society.
8. Credit
8.1. While we appreciate you may not be able to credit us, or our writers, in each and every case, we should be grateful if you would use your reasonable endeavours to accord credits where possible when using our Music Downloads.
8.2. We acknowledge that:
8.2.1. any casual or inadvertent failure on your part or any third party to provide a credit will not constitute a breach of this Music Licence; and
8.2.2. that our only remedy for such a failure under paragraph 8.2.2 shall be damages and we shall not be entitled to injunctive relief in such circumstances.
9. Indemnity
You agree that you will fully and effectively indemnify us against all costs claims expenses and damages (including legal fees) arising from any breach by you of the agreements, warranties and undertakings of your part contained in this Licence.
10. General Provisions
10.1. If any part or portions of this Music Licence shall be declared invalid, void or unenforceable, the remaining terms and conditions shall remain in full force and effect and shall be interpreted as closely as possible to the manner in which they were written.
10.2. We have the right to terminate this Music Licence if you breach any term of this Music Licence save for a breach of clause 8.2.
10.3. If any dispute arises between you and us regarding this Music Licence, the dispute will be governed by English law and the English courts will have exclusive jurisdiction.