This is an Agreement between Musicallica Ltd. (hereinafter referred to as “Musicallica”) and You (economic subject, company, individual or other legal entity etc., operating solely or through a legal representative, hereinafter referred to as “Licensee” or “You”). By purchasing a musical license from Musicallica or from one of its authorized distributors, associates or partners (hereinafter referred to as “Musicallica Group“), You agree to be bound by the following terms and conditions (“The Agreement“):
Audio Instrumental/Beat: A certain piece of recorded music (including a musical composition) suitable to be licensed by Musicallica.
Project or final product: media, audio/visual project to which an Audio Instrumental/Beat has been synchronized, including all of its versions, multiple episodes, trailers, variants, updates or re-issues that fall under the scope of the same project/title.
Territory: the whole world, except for the cases where there is explicit limit to a sole territory.
Musicallica grants to the Licensee the limited, non-exclusive, non-transferable right and license (hereinafter referred to as “License”) in a Territory for Unlimited period of time so that Audio Instrumental/Beat can be used in an unlimited number of Projects of the Licensee (except for in cases where there is an explicit limit to a sole Project) in accordance with the terms and conditions of the present Agreement.
The Licensee can use Audio Instrumental/Beat in the following types of projects:
- Video/film productions;
- Online video clip (YouTube, Vimeo, MetaCafe, Facebook, etc.), Social media and podcasts;
- Online advertising and commercials;
- Audio for website background;
- Applications and games (online, computer, video, flash and mobile devices);
- Slideshows, multimedia presentations, education courses (including online) and audio books;
- TV/Radio broadcasts (programs, news, documentaries, television series, talk show, etc.)
- Television advertising and commercials;
- Radio advertising and commercials;
- Film and theatrical festivals (student and professional);
- Film productions with commercial purpose;
- And any other commercial or non-commercial use aimed at synchronizing Audio Instrumental/Beat with visual representation (hereinafter “Use for synchronisation”) or at using Audio Instrumental/Beat as background audio to multimedia content.
Scope of the license
Unlimited number of free (non-profit) views of online video/podcast throughout the whole world, e.g. YouTube, Vimeo, Facebook, etc.;
Unlimited number impressions/views of monetized online video clips (YouTube, Vimeo, etc.), online advertising impressions, impressions in websites or in applications, etc.;
Unlimited number of users/visitors of free (non-profit) online projects throughout the whole world, e.g. free online games, applications, courses, websites, etc.;
Unlimited number of free (non-profit) physical and digital copies, reproductions or downloads of a Final product throughout the whole world;
Unlimited number of worldwide physical or digital copies, reproductions, downloads of revenue generating Projects/End Products, including the number of sales transactions for accessing online streaming videos, films, podcasts, paid online apps and games, in-app purchases etc.;
Television shows and film productions throughout the whole world (limited to a sole project);
Radio shows throughout the whole world (limited to a sole project);
Television/Radio advertising and commercials throughout the whole world (limited to a sole project);
Student and professional film festivals throughout the world (limited to a sole project);
Film productions with commercial purpose throughout the whole world (limited to a sole project).
Limitations for use
The Licensee does not have the right to:
- Transfer the rights, sublicense, sell, re-sell, represent, lend, make available, share, provide for downloading and/or transfer Audio Instrumental/Beat to any other individual or producer company;
- Create/produce new musical works based on the Audio Instrumental/Beat (musical compositions, songs) or to publish and make them available;
- Use/include Audio Instrumental/Beat in different music compilations as CDs / DVDs with music compilations or in music albums where the Audio Instrumental/Beat is individual element/song;
- To make the Audio Instrumental/Beat available as part of different multimedia templates, electronic cards templates, slideshow templates, etc., that subsequently shall be offered to numerous end users.
- To make the Audio Instrumental/Beat available as part of systems used for putting on hold telephone calls and that are produced and released to the market with commercial purpose and are subsequently offered to numerous end users;
- To use or make available the Audio Instrumental/Beat as part of telephone or mobile ringing tones.
The broadcasting and use for public performance require filling out and submitting a Cue Sheet (reporting the use of music) to a local Performing Rights Organization (hereinafter referred to as PRO) or for submitting the proper Cue Sheet to the respective television operator. The submission of Cue Sheet is always required for Audio Instrumental/Beat registered by a composer/publisher with PRO.
If the composer/publisher of the Audio Instrumental/Beat is not a member of any PRO then the reporting of the use of Audio Instrumental/Beat shall not be necessary. Please, read more about Cue Sheet and the Performing Rights Organizations.
Editing of Audio Instrumental/Beat
The Licensee has the right to edit, modify, and introduce changes to the Audio Instrumental/Beat (to cut, extend, reduce, weaken, boost, apply filters, fixate etc.) in order for them to fulfil the requirements of their project. If such modification or change constitutes a derivative work (work based on the Audio Instrumental/Beat), the Licensee shall not acquire any copyrights or equivalent rights in or on any of the Audio Instrumental/Beat and the Licensee shall only have the right to use such derivative work in accordance with this License.
Copyright and property
The Audio Instrumental/Beat are protected by copyrights and the correspondent international laws, US laws and any other applicable laws and shall remain in a sole and exclusive ownership of the respective copyright holders.
The license fees charged by Musicallica do not include any taxes, duties or other government charges. Musicallica will charge you additionally for the amounts of any such taxes, duties or other charges which Musicallica is required to collect, including without limitation, sales and use taxes and value added taxes. By entering into this agreement, you verify that your country of residence is the same as your billing address.
Musicallica can neither accept annulment of orders for digital downloading nor can it offer refund of sum of money after the Licensee has begun to download. Each Audio Instrumental/Beat has a template, extract or a review version that are available to the Licensee with the aim of evaluation before a purchase and that clearly show the content of each musical product, thus offer to the Licensee a full clarity of what they purchase.
However, should technical problems or errors on the website occur related to payments or taxes, or in case the Audio Instrumental/Beat are damaged, a refund of the monetary amount can be made if such is required.
Termination and annulment
In case of cancellation or annulment of a purchase or refund of monetary amount to the Licensee for any reason, all of the rights granted by the present Agreement shall be immediately withdrawn. The Licensee shall be obliged to terminate the use of the Audio Instrumental/Beat and to destroy any copies of the Audio Instrumental/Beat.
Representations and guarantees
Musicallica represents and guarantees that it has full legal capacity to grant all the rights subject to the conditions of the present Agreement and that it has obtained all the required permissions by the copyright holders or by their legal representatives to grant such rights to the Licensees.
Limitation of liability
Under no circumstances shall Musicallica assume overall responsibility to the Licensee or to a Third party that has stated claims through the Licensee, coming from or linked to the use or the inability of the Licensee to use the Audio Instrumental/Beat (irrespective whether there is a contract, for infringement or in any other way), exceeding the monetary amount that was actually paid by the Licensee to Musicallica for the use of the Audio Instrumental/Beat. The sole remedy of the Licensee can be the refund of the monetary amount and the Licensee agrees that this License shall be granted to them without any additional guarantees or redress means.
The licensee guarantees that the use of licensed works do not infringe on the rights of any other person or entity. The licensee shall fully defend, indemnify, and hold harmless Musicallica from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever (including without limitation all claims for monetary loss, equitable relief), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of the licensee. This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and any reimbursements to Musicallica for all legal fees, expenses, and costs incurred by it.