license
agreement
LICENSE
THIS License AGREEMENT “License”, made and entered into serves as a legal contract
between HILIFE MUSIC GROUP/HI5FIVE MUSIC the (“Licensor”) and You the (“Licensee”), and lists your rights and limitations for the leased instrumental(s) licensed from HILIFE MUSIC GROUP/HI5FIVE MUSIC . This agreement contained herein automatically becomes valid and legally binding upon purchase of “License” and does not require a signature from “Licensee”. By Purchasing this “License”, “Licensee” has agreed to all of the terms and conditions listed in this agreement, And accordingly “Licensee” agrees to all registrations, contents, and stipulations that are listed in the terms & conditions, and enters into this agreement upon purchase of “License”. Upon purchase of “License” “Licensee” confirms that they are fully aware of the entire contents listed in the terms and conditions contained herein and fully accepts and agrees to them. “Licensor” is not obliged to publicly announce changes in the terms and conditions, and accordingly clients, customers, “Licensee” etc. assume full and sole responsibility to read the terms and conditions and acknowledge updates and/or changes in the terms and conditions on “Licensor” website prior to making a purchase. In case of possible changes to any of the listed points, or should one point become invalid or adjusted, all other points in the terms and conditions stay unaffected and remain valid.
From this point forward HILIFE MUSIC GROUP/HI5FIVE MUSIC will be referred to as "Licensor", "Songwriter"or HI5FIVE MUSIC, licensed audio content will be referred to as “Instrumental”, the completed song created by “Licensee” with “Instrumental” will be referred to as “Composition”, the leasing period will be known as “Term”, and permitted royalty free distribution/limit on sales will be known as “Sales Limit”.
The “Instrumental”, including the audio content thereof, is composed by “HI5FIVE MUSIC” managed under “Licensor”. HI5FIVE MUSIC Instrumentals are licensed, NOT SOLD, to you for use under the terms of this “License”. HI5FIVE MUSIC reserves all rights not expressly granted to “Licensee”.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.
MECHANICAL RIGHTS
The “Licensor” hereby grants to “Licensee” No Mechanical rights, an upgraded “License” is required to use “Instrumental” in the reproduction, duplication, manufacture, and distribution of phonograph records, digital downloads, etc.
TERRITORIES
The jurisdiction “Territory” in which the “Composition” may be commercially distributed with this Evaluation package is None. Under the terms of this Evaluation package, No commercial distribution is granted. An upgraded “License” is required for Worldwide distribution extending throughout the entire world, An upgrade will include all World Wide Web territories via website or digital song and album distributors. (See Licensing info for upgrade details)
MECHANICAL RIGHTS
The “Licensor” hereby grants to “Licensee” No Mechanical rights, an upgraded “License” is required to use “Instrumental” in the reproduction, duplication, manufacture, and distribution of phonograph records, digital downloads, etc.
EVALUATION
The “Licensor” hereby grants “Licensee” limited artistic rights which enable “Licensee” to Evaluate the “Instrumental(s)”. This “License” is permitted strictly for Evaluation purposes only, No commercial rights are granted. The Copper package is provided with Voice tags included, Voice tags ARE NOT removed from the “instrumental”. It is prohibited and strictly forbidden to commercially use the Tagged “Instrumental” included in the Copper Evaluation package, by means of commercially releasing, exploiting or generating revenue in any way or under any circumstances. “Licensee” is permitted to record vocals to the Tagged Evaluation “Instrumental” for assessment purposes and/or in preparation of “Composition” for Master Project and/or Synchronization Project Evaluation purposes only, prior to “Instrumental” purchase, however the recorded Tagged Evaluation “Composition” cannot be commercially used in any way. The Copper package has no profitable rights nor permissions and cannot be released commercially. On purchase of any “License” the full Copper purchase price will be deducted from the price of the new “License” if purchased within One (1) Month of purchase receipt date. (See Licensing Info for upgrade).
COMPOSITION
The Evaluation “Composition” consists of the Tagged “Instrumental(s)”, with added lyrics and vocal, audio/melody and/or video synchronization, moving pictures and media etc. added by “Licensee”. (see Synchronization Licensing). This Evaluation “License” permits the use of the “Instrumental(s)” to utilize in the creation of the “Composition”. The “Licensor” grants to “Licensee” Limited rights to incorporate, any lyrics, vocals, vocal Melody, instrument, Moving pictures and/or Media etc. along with the “Instrumental(s)” to create the “Composition” for Evaluation Use Only. No commercial rights are granted. (See Evaluation segment). An upgraded “License” is required for additional permissions and commercial rights (See Licensing Info).
ROYALTIES
“Licensor” hereby grants “Licensee” No Commercial rights and No permissions to generate revenue in any form under the terms of this Evaluation “License”. For “License” permissions of royalty free sales that enable “Licensee” to keep any and all profits generated within the limits of the “License” grade without commission or additional royalties payable to “Licensor” an upgraded “License” is required. (See Licensing Info).
EARNINGS
The “Licensor” hereby grants “Licensee” No Public Performance rights and No Performance Earnings rights to generate revenue through Public Performance. An upgraded “License is required for Public Performance and Performance Earnings permissions. (See Licensing Info for more information).
SYNCHRONIZATION
The “Licensor” hereby grants “Licensee” No synchronization rights. An upgraded “License” is required for permissions for synchronization to Media, Television, Film, Games, Advertisements etc. (see Licensing Info / Synchronization Info)
LICENSE SPECIFICATIONS
On purchase of a Non-Exclusive “License” “Licensee” will acquire the right to upgrade from a Non-Exclusive “License” to an Exclusive “License” If carried out within the “Term” The cost of the Non-Exclusive “License” will be deducted from the cost of the new Exclusive “License” on condition that the “Instrumental” has not yet been sold with Exclusive rights. If still available an Exclusive “License” may be purchased. If Exclusive Rights are no longer available to “Instrumental” “Licensee” preserves the right to upgrade their current “License” for one added “Term” only, to the highest available Non-Exclusive “License”, with a renewed “Sales Limit” and “Term”, provided that the upgrade takes place within the “Term” and a higher grade “License” is available. If “Licensee” is currently in receipt of the highest grade Non-Exclusive “License” “Licensee” is permitted to renew the current “License” for one added “Term” only. There is a Ten percent (10%) discount available for Non-Exclusive to Non-Exclusive “License” upgrades. In the event that “Sales Limit” is reached and additional “Term” is remaining “Sales Limit” will at that point supersede “Term” inasmuch as “Licensee” is not permitted to exceed “Sales Limit” therefore “License” is rendered Unsustainable and invalid. At this point “Licensee” may request permission from “Licensor” and must obtain authorization from “Licensor” in writing to complete the full “Term” which may be Granted or denied at “Licensor” sole discretion. If continued “Term” is granted, royalty free sales no longer apply under the terms and conditions of this “License” (See Royalties Segment. “Licensee” must report all further earnings that have exceeded the permitted “Sales Limit” to “Licensor”. Once “Licensee” has reached the “Term” end and any other limits concerning this “License”, no further sales can be made. “Licensee” expressly agrees to remove “Composition” from any marketplaces, stores, shops, websites etc. to prevent “Composition” being sold or monetized indefinitely. “Licensor” maintains the right, to cancel permissions for distribution, at his sole discretion. By purchasing this “License”, “Licensee” has agreed to pay “Licensor” for any and all additional sales, revenue and earnings generated albeit inadvertently and/or otherwise that exceeds the limitations of this “License” for any and all Royalties for and not limited to the sale, distribution, synchronization, broadcast and performance of any derivative of “Composition”.
TERM
The “Term” for “Rewards” granted on purchase of this Copper Evaluation package shall commence from the date of purchase (receipt date), and continue for a duration of One (1) Month (“Term”)
thereof, whereupon the Evaluation reward (Copper package price off lease purchase) will expire and purchase discount will no longer be available. An upgraded “License” is required
for additional “License” permission’s and varying “Term” lengths of each grade “License” including One (1) year, Eighteen (18) Months and Unlimited “Term” durations (see Licensing Info for upgrade details).
LEASING RIGHTS
Purchasing a Copper “License” grants “Licensee” limited artistic, rights to the corresponding “Instrumental(s)” for Non profitable use within the Limitations of the purchased “License”. If “Licensee” requires commercial use An upgraded “License” is required. The Evaluation “Instrumental” can be leased to multiple clients simultaneously, until such time Exclusive
Rights are purchased, The Evaluation “Instrumental” will then no longer be available for lease, and removed from “Licensor” sales catalogue. Previous Non Exclusive leasing rights Licensed prior to Exclusive Rights purchase are not affected and continue until “Sales Limit” is
reached or “Term” has ended (see “Term” segment). If “Instrumental” is not leased Exclusively then “Instrumental” remains’ available for additional leasing. At end of “Term” “Licensee” acknowledges and fully accepts that “Licensee” no longer has any claims or rights on “Instrumental” as specified in this agreement contained herein. “Licensee” acknowledges that leasing this “Instrumental(s)” will not make the “Licensee” the owner of the copyright. Nor does it provide “Licensee” any administrative rights to the “Instrumental(s)” in relation to legal proceedings against other “License” holders or anyone using any “Instrumentals” offered by “Licensor”, “Licensee” acknowledges that purchasing this “License” will merely provide limited permissions to use the “Instrumental(s)” for limited use. “Songwriter” and “Licensor” (HI5FIVE Music and its Subsidiaries) maintains one
hundred percent (100%) copyright and sole ownership of “Instrumental” both in part and in its entirety.
RIGHTS GRANTED
“Licensor” hereby grants the Non-Exclusive, rights to use the provided “Instrumental” for Evaluation, Assessment, and Preparation purposes only, for the Evaluation and preparation of the new works “Composition”. This AGREEMENT includes permission to use the “Instrumental” in preparation for the prospective recorded song, and commercial distribution. Permission is granted to sync/record to the “Instrumental” to create the “Composition” in preparation only of the Master Project’s public release. No commercial usage and rights as described in this agreement are granted, Commencement as of purchase date listed on the order receipt. This “License is non-assignable, and cannot be transferred under any circumstances. “Licensee”
acknowledges and is fully aware that the reselling of the “Instrumental(s)” itself/themselves is prohibited and strictly forbidden. The “Instrumental(s)” itself/themselves, cannot be leased nor sold by “Licensee”. The “Licensed” “Instrumental(s)” cannot be given to a third party that is not directly involved in “Licensee” project. All copying and reproduction is prohibited and strictly forbidden, and considered a breach of the terms and conditions of this license. The “Licensee” acknowledges that “Licensor” maintains one hundred percent (100%) copyright & full ownership of the “Instrumental” both in part and in its entirety. “Licensee” also acknowledges that the “Instrumental(s)” cannot be used for any venture other than its intended purpose within
the limitations of this agreement, “Licensee” must first obtain permission from “Licensor” in writing prior to any project, venture or purpose being undertaken which may be beyond the terms of this agreement as doing so is considered a breach of the terms and conditions of this “License”.
All exploitation of licensed “Instrumental(s)” MUST be in song/sync form, as stated in this “License” herein (i.e. “Licensee” is required to create a song/sync (“Composition”) using the “Instrumental(s)” that is/are Licensed, in order to profit from the use of the “Instrumental(s)”. “Licensee” Acknowledges and agrees that upon purchase of “License” “Licensee” will provide a completed copy of “Composition” to “Licensor”. If “Licensee” fails to
adhere to the terms and conditions as noted in this agreement, the “License” will be subject to termination without refund (see Termination segment).
BROADCASTING
The “Licensor” hereby grants to “Licensee” No Broadcasting rights. An upgraded “License” is required for Live Performances, Recorded works “Composition” played to live audiences and to broadcast “Composition” on Radio, TV, or digital media such as, webcasting,
podcasting etc. (See Licensing Info).
INDEMNIFICATION
Except to the extent required by applicable law, in no event will “Licensor” (HI5FIVE MUSIC) be Liable to “Licensee” on any legal theory for any damages arising out of this “License” or the use of the “Instrumental(s)”. And accordingly, “Licensee” agrees to indemnify and hold “Licensor” harmless from and against any and all claims, losses, damages, costs, expenses, including, without limitation, reasonable solicitors fees, arising of or resulting from a claimed breach of any of “Licensee” representations, warranties or agreements hereunder.
LIABILITY
“Licensor” (HI5FIVE MUSIC) and Its Subsidiaries, Affiliates, Licensors, Service Providers and Content Providers Will Not Be Liable For Any Incidental, Direct, Indirect, Punitive, Actual, Consequential, Special, Exemplary, or Other Damages, Including Loss of Revenue or Income,
Pain and Suffering, Emotional Distress, or Similar Damages, Even If “Licensor” (HI5FIVE MUSIC) Has Been Advised Of the Possibility of Such Damages.
WARRANTIES
“Instrumental” is provided “as is” Unless otherwise agreed in writing, “Licensor” offers the Instrumental in its existing form and makes no Representations or warranties of any kind concerning the work, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, Non-infringement, or the absence of latent or other defects, accuracy, or the presence or absence of errors, whether or not discoverable.
TERMINATION
This “License” and the rights granted hereunder will terminate automatically upon any breach of the terms and conditions of this “License” by “Licensee”. Prior to the undertaking of any ventures, projects or endeavors that may be deemed outside of the terms and conditions of this agreement and viewed as a breach of contract or if there is any uncertainty or ambiguity with regard to your rights granted “Licensee” is required to acquire permission in writing from"Licensor".
CREDIT
By purchasing this “License” “Licensee” agrees to acknowledge accreditation for HI5FIVE MUSIC creative works (“Instrumentals”) by displaying the Producer’s name. “Licensee” is required to include the producer’s name on all products and productions, for every project in which the “Instrumental”
is used. “Licensee” agrees to display the producer’s name in all physical media or within web presentation albeit portion (pre-listening etc.) or in its entirety, Including but not limited to Downloads, CD’s, CD covers, Cassette tapes, LP’s, Cards, Artwork, YouTube videos, social network pages etc. “Licensor” must be included for the derivative work; this being the previously existing work “Instrumental(s)” that now comprises of a new work (“Composition”).
“Licensee” agrees to acknowledge the original author of the “Composition” suitably and reasonably in all media and formats under the name "HI5FIVE MUSIC". “Licensee” must provide legible credit to “Licensor” wherever the “Composition” is publicly released. This relates to all forms
of distribution, whether in the physical or digital realm including but not limited to all physical and digital format types wherever possible. “Licensee” shall give credit to “Licensor” as the creator of the “Instrumental(s)” in the following manner, “Production by HI5FIVE MUSIC © 2013 All rights reserved.” or “Music produced by HI5FIVE MUSIC Productions © 2013 All rights reserved or Used under license, Music produced by HI5FIVE MUSIC © 2013 All rights reserved. Any displayed or downloadable MP3 files must include ‘Music produced by HI5FIVE MUSIC within the file name.
DECLARATION
This AGREEMENT constitutes the entire terms, conditions and understandings of the parties with respect to the Subject matter hereof and supersedes and replaces all prior discussions. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement. If any provision hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability and effectiveness of the remainder of the AGREEMENT shall not be affected and this AGREEMENT shall be enforceable without reference to the unenforceable provision.
OWNERSHIP
HI5FIVE MUSIC (“Licensor”) certifies and declares that it is the sole owner of the copyright to the “Instrumental(s)” and owns one hundred percent (100%) of copyright. Unless stated “Licensor” owns all publishing rights, title and interest to the “Instrumental(s)”. Third party samples, VST’s, or sounds used in the “Instrumental(s)” have been created, financed and approved by “Licensor”, no additional clearance is necessary unless stated for a specific “Instrumental”. The “Licensee” acknowledges that the “Instrumental(s)” that is/are being licensed in this agreement does not contain any unapproved samples unless specifically stated for that particular instrumental. The “Licensee” similarly acknowledges that “Licensee” is responsible for clearing all samples that “Licensee” chooses to use in the “Composition” and that “Licensor” will not be held liable for the misuse of any sampled material that the “Licensee” uses in conjunction with the “Instrumental(s)” that is being licensed in this agreement. All audio content, sounds, drums, vocals, etc.
included in the Instrumental(s)”are the sole property of “Licensor” and cannot be used for any purpose other than as described in this AGREEMENT. The “Instrumental(s)” in part or in its entirety cannot be shared with any third party except for project members only, that are directly involved in the Project. If the “Licensee” violates these restrictions the “License” may be subject to termination without refund (see Termination segment). For clarification and further information please contact customer services.
TRADEMARKS
Service marks, logos, and copyrighted works appearing in/on this document/website are the sole property of HI5FIVE MUSIC and its subsidiaries that provided the trademarks, services marks, logos, and copyrighted works. HI5FIVE MUSIC and its subsidiaries that provided trademarks, service marks,
logos, and copyrighted works retain all rights with respect to any of their respective trademarks, service marks, logos, and copyrighted works appearing in/on this document/website. All rights reserved © 2013 HI5FIVE MUSIC, all contents of this document/website are prohibited from being used by any third party without authorisation.
COPYRIGHT
The copyrighted works are used under license from “Licensor” for use as stated in this “License” agreement contained herein. Any other use of the whole or any part of the material (including adapting, copying, issuing copies, unauthorised lending, public performance, to or via the internet or wireless technology or authorising any of the foregoing is strictly prohibited. The “Licensor” expressly forbids re-sale or any other distribution of the “Licensor” “Instrumentals”, either as they exist or any modification thereof. Or for use in any other type of competitive product outside of this agreement, “Licensee” cannot sell, loan, rent, lease, assign, remix, re-arrange, remove melodies, instruments, or drum programming or transfer all or any of the products sold or the corresponding rights to another person, It is not permissible to assign rights, duties or obligations under this AGREEMENT to any party without the express written approval of “Licensor”. “Licensee” is strictly prohibited from uploading “Instrumentals” to internet peer-2-peer file sharing sites or variant thereof. Licenses are one hundred percent (100%), royalty-free, which grants “Licensee” rights to collect all income generated from the commercial release of “Composition” within the terms of this agreement. This includes royalties collected by Performance Rights Organizations from anywhere in the world, also known as “copyright collection societies”. When submitting “Composition” for copyrighting, or any alternative means of acquiring copyright, HI5FIVE MUSIC must be included for the derivative work; this being the previously existing work (“Instrumental”) that now comprises of a new work (“Composition”). In the event that “Instrumental” has lyrics, it is permissible to submit “Composition” in its entirety for copyright however, “Licensee” must exclude the written or typed lyrics for the “hook” portion of “Composition” from copyright claim. If the name of the singer is stated, on the “Instrumental” or on “Licensor” website, “Licensee” Must include credit to the singer of the pre-recorded vocal hook on the copyright form, however if the name of the singer is not included, credit to the singer is not required.
GENERAL PUBLIC ("CONSUMER") NON COMMERCIAL USE
Release of the “Song”
Upon the copyrighted works (“Song”), being completed and in its current form (“as is”) made available to the general public (“Consumer”) on the "Licensor" website, the “Song” has been commercially released (“released”) and is unrestricted for all consumer consumption as a copyrighted works in its own right and in its current form “as is” to the “Consumer” for non commercial “Consumer“ consumption and can also be purchased without a licensing agreement from “Licensor”, strictly for non-commercial use only, as stated herein. Any other use of the copyrighted works purchased under these terms of non-commercial use of the whole or any part of the material (including adapting, copying, issuing copies, unauthorised lending, public performance, to or via the internet or wireless technology or authorising any of the foregoing is strictly prohibited. The “Licensor” expressly forbids re-sale or any other distribution of the “Licensor” “Song”, either as they exist or any modification thereof. Or for use in any other type of competitive product outside of this agreement, “Consumer” cannot sell, loan, rent, lease, assign, remix, re-arrange, remove melodies, instruments, or drum programming or transfer all or any of the products sold or the corresponding rights to another person, It is not permissible to assign rights, duties or obligations under the terms stated herein, to any party without the express written approval of “Licensor”. “Consumer” is strictly prohibited from uploading “Instrumentals” to internet peer-2-peer file sharing sites or variant thereof.
