Creative Support Services |
||
| Creative Support Services ("Library") for valuable consideration and in accordance with the terms set out below grants to the Licensee ("Licensee") named below a license for a non-exclusive use of ("Music" which also includes the Sound Recording): | ||
| 1. | Licensee or a customer of Licensee shall have the worldwide, non-exclusive, non-assignable, non-divisible right for the unlimited use of the Music only in synchronization or mechanical reproduction with other audio and/or visual elements added by Licensee for broadcast or non-broadcast purposes with only the following restrictions: | |
| (a) | The Music cannot be duplicated by itself in whole or in part in any medium, tape or disc or otherwise, and resold, licensed, leased or in any other way used or transferred to any other pary without the express prior written permission of Library. Licensee may make one (1) copy only of the licensed Music for back-up purposes. | |
| (b) | Any Production by Licensee containing the Music, in whole or part, must have affixed a copyright notice substantially in the following form: "© (date) (by Licensee or Customer of Licensee). All Rights Reserved. No Unauthorized Duplication Permitted". | |
| (c) | Licensee must obtain the prior written consent of Library if Licensee intends to reproduce and re-package the Music with additional recorded instrumentation and/or vocals and release it as part of a commercially available audio phono-record or visual release when the Music is a featured part of such project rather than an incidental or background element. Licensee must obtain prior written permission from Library if Licensee intends to add lyrics to the Music. | |
| (d) | Use of the Music in theatrical motion pictures, made-for-television movies, full length direct to video motion pictures, network television prime time programming (ABC, CBS, NBC, FOX), and national television commericals requires additional licensure from Library. | |
| (e) | Licensee must obtain an additional license from Library if Licensee or a Customer of Licensee intends to use the Music for a Mass Produced and Marketed Product that exceeds an initial duplication of 50,000 units (including downloads). | |
| 2. | Public Performance of the Music- | |
| (a) | Licensee
or a customer of Licensee shall have the worldwide, non-exclusive, non-assignable,
non-divisible right to perform the Music publicly for non-broadcast purposes
(including "message-on-hold" or "advertising-on-hold" applications
transmitted via telephone systems and presentations transmitted via the internet that utilize a streaming format that prevents the Music from being used by unauthorized parties) when the Music is combined with other audio and/or visual elements added by Licensee and where the Music is not a featured part of any such presentation but rather an incidental or background element. |
|
| (b) | Licensee, but not a customer of Licensee, is permitted to make public performances of the Music in the "clear" (unmixed with any other normally perceptible sounds, voice, music or images) as non-broadcast commercial background music at the above named site only. If Licensee is in the business of providing non-broadcast commercial background music and wishes to make public performances of the Music in the "clear" at sites other than Licensee's location named above, Licensee must apply for and obtain an additional public performance license from Library or the performing rights society with which Library is affiliated. | |
| (c) | If Licensee's use is an audio-visual use which is broadcast over television, radio, cable, satellite or similar medium, then Licensee agrees to excercise reasonable care to make such broadcast information available to Library so that Library can arrange to collect its performance fees on the Music from the performing rights society with which Library is affiliated. Licensee is not responsible for any additional fee for such use as described in this subparagraph 2(c) unless Licensee is the broadcaster, in which case Licensee would be responsible to the relevant performing rights society but not to Library. Where applicable Licensee agrees to list C.S.S. Music (BMI) on cue sheets and make copies available to Library. If Licensee is the broadcaster and either an educational institution, local religious organization or a public access, community access or g ‹overnment access system operating on a non-profit basis, then this License Agreement shall constitute a "Direct License" and Licensee shall not be responsible for any additional fee to the relevant performing rights society. | |
| 3. | The term "Licensee" shall not include a parent, subsidiary, affiliate, separate department, or branch office of Licensee, except with the prior written consent of Library. | |
| 4. | In the event Licensee breaches the terms of this license, Licensor shall have the right to terminate this License upon 30 days written notice to Licensee, which termination shall take effect immediately upon the 31st day provided Licensee shall not have completely cured its breach. Any former or subsequent unauthorized use of the Music by Licensee will constitute an infringment of the rights of Library, including but not limited to Library's copyrights in the Music. In such event, all rights granted to Licensee by this License shall terminate and Licensee shall return to Library at Licensee's expense the Music furnished to Licensee by Library. In addition, Library shall have the right to any other remedy available at law or equity, including injunctive relief and damages. | |
| 5. | After any material breach, any use by Licensee of any of the rights granted under this License or otherwise, will constitute intentional infringement of the rights of copyright of Library, which the parties agree will suffice to permit the award of attorneys' fees, treble damages or statutory damages according Úto the provisions of the Copyright Act. | |
| 6. | Nothing in this License should be construed to give Library any right or claim for future fees paid to Licensee by Licensee's customer when Licensee's use or Licensee's customer's use of the Music is a use permitted by this License. | |
| 7. | Library warrants that: it is the holder of the copyright in the Music and/or has contracted the rights to the Music, it has full power and authority to enter into this License and to grant Licensee the permission accorded under this License. | |
| 8. | Library warrants the Music to be free from defects in material and workmanship for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing Limited Warranty is the replacement of the Music or refund of the License fee, at Library’s option. Library makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Some states do not permit the exclusion of implied warranties and you may have other rights which may vary from state to state. Library shall not be liable to Licensee or any other person or entity for any general, special, direct, indirect, consequential, incidental or other damages arising out of this License or otherwise including the use of the Music or the inability to use the Music. | |
| 9. | If unsatisfied with the Music, within 15 days of receipt, Licensee may return the Music by doing the following: (1) Request a Return Authorization from Library; (2) Return the Music together with all of the contents of the original packaging to Library postage and insurance prepaid; (3) Provide written certification that the Licensee has neither used the Music or copied 9the contents; (4) Return both copies of this Agreement. License fee will thereafter be refunded subject to a 15% restocking fee. | |
| 10. | While Licensee by this License acquires the physical property embodying the Music (media) and the license to use the Music as described in this License, Licensee does not acquire any ownership rights in the Music or its underlying copyrights. | |
| 11. | It is understood that the Library contains many works, each having a separate copyright and possibly separate dates of copyright expiration or termination. To the extent that the term of this license exceeds the life of the copyright in any of the works in the Library, the license continues in full force and effect with respect to all remaining copyrights in the works in the Library. | |
| 12. | Licensee agrees to defend, indemnify and hold Library or its officers, directors, employees or agents free and harmless against any and all claims, suits, liability, losses, damage, judgments, recoveries, costs, expenses and attorneys fees which may be made or brought against it, paid or incurred by Library by reason of any use or exploitation of the Library or any of the works in it, which use or exploitation does not involve copyright claims, by reason of breach or claim of breach of this agreement by any alleged third party beneficiary, or by reason of any agreement of Licensee with any third party whomsoever concerning any use of the Library or any of the musical works within the Library. (except where otherwise prohibited by law in cases where Licensee is a government entity). | |
| 13 | This Agreement shall be governed by and construed in accordance with the law of the state of California except its choice of law provision. Any action hereunder shall be duly filed within the jurisdiction of the County of Los Angeles, State of California, and both Parties consent to in personum jurisdiction of the Courts of that county. | |
| 14. | It is specifically agreed that this Agreement contains each of the terms, covenants, conditions and promises of parties hereto. No modification shall be valid or binding unless made in writing and executed by both parties hereto. | |
| 15. | Should any action be brought to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable attorneys'fees and costs. Said costs and expenses may include any and all collection costs incurred. (except where otherwise prohibited by law in cases where Licensee is a government entity). | |
| 16. | This Agreement shall be binding upon and inured to the benefit to the parties hereto and the respective successors and assigns. | |
| 17. | The term of this Agreement shall be 99 years. | |
| 18. | THIS AGREEMENT SHALL BE DEEMED EFFECTED ONLY UPON: | |
| (I) | THE EXECUTION OF THIS AGREEMENT BY LICENSEE AND RECEIPT BY LIBRARY; AND | |
| (II) | PAYMENT IN FULL BY LICENSEE OF THE LICENSE FEE DESCRIBED BY LIBRARY'S INVOICE TERMS ACKNOWLEDGING THE SALE OF THE COPY OF THE MUSIC TO LICENSEE | |
| Thereafter this Agreement shall be deemed effective and binding upon the parties at all times that the Music is used by Licensee. | ||
| IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year written below. | ||
| Creative Support Services,
1948 Riverside Dr., Los Angeles CA 90039 By_________________________________________ Date ____________ Agreed to and accepted as to all Terms and Conditions |
||
| LICENSEE
Name ____________________________________________ Signature____________________________________ Date ____________ |
||
| Licensee must sign and date one copy and return it to Creative Support Services. Thank You | ||