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    General Terms of License

    When you purchase a license from Music Vine, these General Terms of License, together with the Key License Terms (defined below) comprise your Music License Agreement

     

    1. Definitions

    Content: the media item(s) to which the Musical Work is synchronized.

    Copyright:  all copyright and rights in the nature of copyright subsisting in the Musical Work in any part of the world to which the Licensor is, or may become, entitled, subject always to the Artist retaining ownership of the Musical Work.

    Content: The media item(s) to which the Musical Work is entitled to be synchronised by you, as set out in the Key License Terms.

    Permitted Content: the scope of and conditions attached to the production of the Content to which you are obliged to conform, as set out in the Key Licence Terms.

    Permitted Distribution: the scope of distribution of the Musical Work which you are entitled to, as set out in the Key License Terms.

    Key License Terms: the terms setting out, amongst other, the parties, the License Type and Musical Work licensed to you pursuant to the terms of this License Agreement. 

    Musical Work: the piece of recorded music by the Artist licensed by Music Vine (including the associated musical composition) AND the respective recordings (and associated musical compositions) for any/all accompanying versions provided by Music Vine, as detailed in the Key License Terms.

    Project Budget: The allotted costs associated specifically with the creation and completion (but not the distribution) of the Content.

     

    2. Music Vine Non-Exclusive Licenses

    Music Vine hereby grants you a non-exclusive, non-transferable right and license on the terms of this License Agreement to use and modify (subject to related restrictions) and the licensed Musical Work strictly in accordance with the terms and conditions of this License Agreement. 

     Accordingly, you shall be entitled to use the Musical Work in accordance with the Key License Terms including but not limited to the Territory, Permitted Content and Permitted Distribution Terms and subject also to the Number of Uses.

     

    3. License Duration

    This license is granted to you in perpetuity.

     

    4. Territory and Project Budget

    Where not expressly stated within the Permitted Distribution, the territory otherwise granted in accordance with the Permitted Distribution is worldwide. You agree to only use the Musical Work in the Territory.

    If applicable, you confirm that the Project Budget is true and accurate. In the event the Project Budget is exceeded to the extent that your license falls within a higher licence band, you will be liable for increased licence fee charges based on the applicable fees relating to the actual budget.

     

    5. Versions and Variants of The Content

    If updates are made to The Content and a new version is produced, the restrictions and terms and conditions included in and coverage granted in this License Agreement extend to the superseding version, provided that the previous version(s) are no longer being actively distributed. As such, for the purposes of this Agreement, the superseding version will become recognised as The Content.  

    The following types of variants may be recognised as a constituent of The Content, and are thus party to the coverage granted herein:    

    • Subtitles applied in various languages
    • Overdubbed with alternative language(s)
    • Minor variations to splash screens or calls-to-action

     

    6. Modification of the Musical Work

    Expressly for the purpose of synchronising the Musical Work effectively to The Content, the Musical Work may be modified in a number of ways including:

    • Restructuring and cutting
    • Looping a certain section
    • Using ‘stem’ files to construct an alternative arrangement
    • Applying reverb or other effects to emulate environmental or playback conditions
    • Applying minimal effects or audio clips

    While modifications may be made and the structure of the music may change, the original composition must remain distinctly recognisable. It is not permitted for modifications to be made that may be deemed to be detrimental to the perceived quality of the Musical Work or that change the style or arrangement on the Musical Work in any other way.

     

    7. Limitations of Use

    In addition to the restrictions and limitations on your use of the Musical Work as set out in the Key License Terms the following limitations also apply. 

    • You may not resell the Musical Work (or otherwise make it available) as your “Product”, as your music or as your song, even if it has been transformed or edited, or if you add other instruments or vocals to the music. This is called a “Derivative Work”. Notwithstanding any variations or arrangements made to the Musical Work, the Artist will always own the copyright in the Musical Work and an Derivative Work.
    • You acknowledge the Artist retains ownership of the Musical Work. You may not claim ownership of the Musical Work (or otherwise make it available) through YouTube’s Content ID, even if synchronised with your own Content.
    • You may not sell, transfer, share, give away or sublease the license agreement or the Musical Work to any other party.
    • You may not resell the Musical Work by itself or as part of a package except as embodied within your own Content.
    • You may not resell the Musical Work (or otherwise make it available) within a downloadable template where someone would be able to download the sound file as a separate file, such as in e-card templates or website templates.
    • You may not resell the Musical Work (or otherwise make it available) as part of any competing product such as music compilation or music library.

     

    8. Content Restrictions

    The Licensee hereby warrants that the Content shall not:

    • contain any material which is deceitful, threatening, abusive, defamatory, harmful, obscene or deliberately offensive to any person;
    • promote violence, cruelty, illegal activity or discrimination of any kind;
    • involve adult themed material, unless otherwise agreed with Music Vine
    • infringe any copyright, design rights, database right or trade mark of any other person;
    • be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
    • be used to impersonate any person, or to misrepresent your identity or affiliation with any person or give the impression that the Content emanates from us;
    • include visual images of any individuals without having obtained any necessary consents..


    9. Accreditation

    While we encourage the inclusion of a credit for the track, artist and/or Music Vine, you are under no obligation to do this.  

     

    10. Liability

    Music Vine makes no warranty or representation, express or implied, except that it warrants that it has the right to grant the license granted hereunder. The total liability of Music Vine under this Agreement shall be limited to that part of the fee paid hereunder by you to Music Vine for the license. You hereby agree that this license is granted to you without any other warranty or recourse.

    Music Vine shall not be liable for any indirect costs or consequential losses (including without limitation loss of profits).

    The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with:

     

    (a)  the Licensee's exercise of its rights granted under this agreement;

    (b)  the Licensee's breach or negligent performance or non-performance of this agreement, including any product liability claim relating to use of the Musical Works by the Licensee;

    (c)  the enforcement of this agreement; or

    (d)  any claim made against the Licensor by a third party for death, personal injury or damage to property arising out of or in connection with the use of the Musical Works.

     

    11. Third Party claims

    Music Vine makes all possible efforts to make sure that the terms of the License Agreement can continue on their terms as agreed. However, where Music Vine receives notice that the Musical Recording may be subject to a claim of infringement by a third party for which Music Vine or the Artist may be liable, Music Vine is entitled to require Licensee to immediately ceases using the Musical Work, deletes and/or removes the Musical Work from its premises, computer systems and storage (electronic or physical); and ensure that the Licensee’s clients do likewise. Music Vine shall provide Licensee with comparable licensed material (which comparability will be determined by Music Vine in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this  License Agreement.

    The Licensee shall immediately notify the Licensor in writing giving full particulars if any of the following matters come to its attention: 

    (a)  any actual, suspected or threatened infringement of the Copyright;

    (b)  any claim made or threatened that the Musical Work infringes the rights of any third party; or

    (c)  any other form of attack, charge or claim to which the Copyright may be subject.

     

    In respect of any of the matters listed in above: 

    (a)     the Licensor shall, at his absolute discretion, decide what action to take, if any;

    (b)    the Licensor shall have exclusive control over, and conduct of, all claims and proceedings;

    (c)     the Licensee shall not make any admissions other than to the Licensor and shall provide the Licensor with all assistance that the Licensor may reasonably require in the conduct of any claims or proceedings; and

    (d)    the Licensor shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for his own account.

     

    The provisions of sections 101 and 101A of the Copyright, Designs and Patents Act 1988 (or equivalent legislation in any jurisdiction) are expressly excluded.

     

    12. Performance Rights

    Please note that this license does not include public performance rights. All such public performance licenses are the exclusive responsibility of the Licensee.

     

    13. Termination

    Music Vine shall have the right to terminate this Agreement by giving notice in writing to you with immediate effect if:

    • you commit a material breach of this Agreement that is not capable of remedy; or with immediate effect you commit a material breach of this Agreement;
    • a receiver or administrator is appointed over the whole or a substantial part of the Licensee’s assets or if an order shall be made or an effective resolution passed for the winding up (other than a voluntary winding-up for the purpose of amalgamation or reconstruction) of the Licensee; if a petition is presented to the Licensee for the winding-up, if the Licensee makes an assignment of the benefit of this Agreement for their creditors or enters into a composition or arrangement for the benefit of their creditors; or where the Licensee enters into bankruptcy; or where the Licensee ceases or threatens to cease trading.

      

    14. General Provisions

    This Agreement shall be governed by and construed according to the laws of England and Wales. Nothing in the present Agreement shall be interpreted as constituting or creating a joint venture or partnership between the Parties.. If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or any other legally constituted body having jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect

     

    Music Vine Limited, Company No. 09234137, registered office Tailors Corner, 1 Thirsk Row, Leeds LS1 4DP, United Kingdom info@musicvine.com