MUSIC LICENSE INVOICE
Magnatune.com
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454 Las Gallinas Ave #142 San Rafael CA 94903 Fax: 510-217-6374 |
!!DATE!! INVOICE: !!ID!!. |
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Bill To: !!LICENSEE!! !!COMPANY!! !!ADDRESS!! Email: !!EMAIL!! Tel: !!TEL!! |
Project Description: !!PROJECT!! |
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SALESPERSON |
INVOICE # |
SHIP VIA |
TERMS |
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!!ID!! |
No goods shipped |
Due on receipt |
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QUANTITY |
DESCRIPTION |
UNIT PRICE |
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1 |
License of music
for commercial use. !!TERMS!! |
$!!PRICE!! |
$!!PRICE!! |
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SALES TAX |
$0.00 |
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SHIPPING |
$0.00 |
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TOTAL DUE |
Pay: $!!PRICE!!. |
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Make all checks payable to Magnatune. Music
license will be valid upon payment.
If you have any questions concerning this invoice, contact us at http://magnatune.com/info/contact.
MAGNATUNE.COM
CUSTOMER LICENSE AGREEMENT
This
Customer License Agreement ("Agreement") is made as of < !!DATE!!
> between Redmood, Inc., dba Magnatune ("Magnatune") and
the entity identified in Schedule "A" hereto ("Licensee").
PURPOSE
NOW
THEREFORE, the parties hereto, intending to be legally bound by the terms and
conditions contained herein, hereby agree as follows:
AGREEMENT
1. License Grant and Performance Rights.
1.1 License Grant. In consideration of the terms,
conditions, covenants and warranties herein, Magnatune, on behalf of Artist,
grants to Licensee a non-exclusive and non-assignable license to use the Tracks
and the approved name and likeness and biography of Artist and producer, writer
and composer of the Tracks ("the Materials") in connection with the Use
only, limited to the Territory, and during the Term hereof (as each of the
foregoing are defined in Schedule "A") ("the
License").
1.2 Performance Rights. Any public performance of the
Project is subject to the clearance of the applicable public performance rights
in force from time to time applied by the performing rights society in each
part of the Territory in accordance with their respective prevailing terms and
conditions.
1.3 License for Use on Licensee's Website. Where Licensee shall designate
Magnatune to collect Internet Performance Royalties then Magnatune, on behalf
of Artist, hereby grants Licensee a license to publicly perform the Tracks in
connection with the exhibition of the Project on Licensee's web site only (as
set forth on Schedule "A"). Such license shall be limited to the
Tracks only and Licensee shall obtain separate Internet Performance licenses
for all Tracks not licensed hereunder from the applicable performing rights
society in accordance with their customary terms and conditions.
2. License Fee and Payment Terms.
2.1 License Fee. In consideration of the License, Licensee shall pay Magnatune
the License Fee set forth in
Schedule "A".
2.2 Payment Terms. Licensee shall pay the
License Fee in full at the time of execution of this Agreement. Licensee
expressly agrees that the terms of the License granted under this Agreement
shall be valid only AFTER Licensee has made payment in full for the License Fee
to Magnatune and such payment has cleared. Any use by Licensee of the License
granted under Section 1 without completing full payment of the License Fee
shall constitute a material breach of this Agreement, entitling Magnatune all
available remedies under California law.
2.3 Taxes. Licensees shall pay and be responsible for all taxes and
levies.
3. Attribution of Tracks.
Licensee
shall attribute and credit the Tracks in all promotion, exhibition and
exploitation of the Project in a substantially similar form to that set forth
in Schedule 'A'.
4.
Alteration of the Tracks.
Licensee
shall be permitted to shorten the length of the Tracks or remix the Tracks, or
any part thereof, as necessary for its use in the Project provided that
Licensee complies with the warranties stated in Section 6.
5. Reserved Rights.
Licensee
acknowledges and agrees that all rights in and to the Tracks, whether now known
or hereafter in existence, that are not licensed hereunder are specifically
reserved by Magnatune on behalf of Artist.
6. Licensee's Warranties and Indemnity.
Licensee
represents and warrants to Magnatune that:
6.1 Accuracy of information. All
information provided by Licensee herein and during the Term hereof shall be
accurate, complete and not misleading in any material respect.
6.2 Limited Use of Tracks and Materials.
Licensee shall only use the Tracks and the Materials for the Use and only in
connection with the Project as defined in Schedule 'A' and shall not use,
exploit or in any way attempt to obtain any benefit there from, except in
strict accordance with the terms of this Agreement.
6.3 Safeguards for Use of Tracks. Licensee
shall maintain strict controls and safeguards in connection with the Tracks and
the Materials to prevent any unauthorized use or distribution thereof and shall
use its best efforts to ensure that any transmission thereof is undertaken in a
safe manner so as to prevent unauthorized copying or retransmission by any
third party.
6.4 No Duplication. Licensee shall not,
except to the extent allowed by Magnatune hereunder and solely in connection
with its authorized use of the Site, copy or otherwise duplicate directly or
indirectly any portion of the Site including without limitation, any of the
information, trademarks, logos, designs, graphics, systems, Tracks or otherwise
contained therein for any purpose ("Magnatune Protected Materials")
and shall not use any software that enables the copying or duplication of
Magnatune Protected Materials for later off line viewing ('Web Copying').
6.5 Copyright Notices. Licensee shall abide
by all copyright notices, information, or restrictions applicable to any
Magnatune Protected Materials and the Tracks and the Materials or otherwise
published on the Site.
6.6 Indemnity. Licensee shall indemnify,
hold harmless and defend Magnatune from and against any and all claims,
demands, suits, damages, liabilities and all reasonable expenses connected
thereto, including attorneys' fees, against or suffered by Magnatune with
respect to any matter that arises from or is a result of a breach or attempted
breach of this Agreement by Licensee.
6.7 Performance Rights Societies. Licensee
will comply with all requirements of the applicable performing rights societies
as set forth in Section 1.0 above.
7.0. Magnatune's Warranty, Indemnity, Disclaimer
and Limitations of Liability.
7.1 Warranties. Magnatune warrants only
that it has the right to grant the License on behalf of Artist. Magnatune
agrees to indemnify and hold harmless Licensee from and against any and all
claims, costs, losses, expenses, damages, judgments and liability (including
reasonable attorney's fees) which may arise as a result of or in connection
with a breach of Magnatune's warranty herein provided, however, that in no
event shall Magnatune's total liability exceed the License Fee paid by Licensee
hereunder.
7.2 Disclaimer. Magnatune is acting on
behalf of third party copyright owners and disclaims in connection with any
Tracks(s) or Materials offered by the Site or otherwise any and all warranties
of title, copyright infringement, merchantability or fitness for any purpose,
application or condition of whatsoever nature without limitation
7.3 Limitation of Liability. Magnatune
shall not be liable for any indirect, special or consequential damages
including but not limited to loss of anticipated profits, in connection with or
arising from this Agreement and shall not be liable for any loss, damage, claim
or liability arising from or related to any software program, data errors,
digital transmission errors, failures, interruptions or delays, regardless of
cause.
8.0 Additional Restrictions and Rights.
Licensee
acknowledges and agrees to the following restrictions and rights concerning use
of the License conferred under this Agreement:
8.1 No Use Encouraging Illegal Activities.
No uses encouraging or associated with illegal or illicit activities
allowed.
8.2 Motion Picture Broad Rights. The right throughout the Territory to fix
and record the Tracks in synchronization or timed relation with the Project and
to make copies thereof and of the Materials in the form of negatives and prints
necessary for distribution, exhibition and exploitation in all media now known
or hereafter devised, including, without limitation, theatrical and
non-theatrical exhibition and broadcast on all forms of television, including
network, non-network, local or syndicated broadcasts, "pay
television", "cable television", "subscription
television", "CATV", closed circuit television and to import and
export film copies of any gauge of the Project embodying the Tracks and the Materials.
8.3 Resale of Tracks as Soundtrack: The
right throughout the Territory to cause or authorize the resell the Tracks as a
soundtrack on any audio devices and in any format whether now known or
hereinafter devised ('Audio Devices'), and the use of the Materials in and as
part of the resell of the Tracks. Notwithstanding anything to the contrary
contained in this Agreement, in the event that Licensee shall receive a royalty
or sale fee of any description in connection with the resell of the Tracks,
whether sold or licensed directly or indirectly, then Licensee shall account to
and pay Magnatune a royalty fee ('Royalty Fee') which shall amount to 100% of
the Statutory Rate and not less than .08 cents per Track. Licensee shall
account to and pay such royalties to Magnatune within thirty (30) days of
Licensee's receipt thereof.
8.4 Out of Context Trailers. The right throughout the Territory to use
and perform the Tracks and the Materials as authorized herein in connection
with trailers, adverts and promo's (out of context with the use in the Project)
utilized to advertise and publicize the Project.
8.5 Motion Picture Trailers. The right throughout the Territory to fix
and record the Tracks in synchronization or timed relation with the visual
elements of the Trailer and to make copies thereof and of the Materials in the
form of negatives and prints necessary for distribution and exhibition of the
Trailer in all media now known or hereafter devised, including, without
limitation, theatrical and non-theatrical exhibition and broadcast on all forms
of television, including network, non-network, local or syndicated broadcasts,
"pay television", "cable television", "subscription
television", "CATV", closed circuit television and to import and
export film copies of any gauge of the Project embodying the Tracks and the
Materials.
8.6 Free Television Only. The right throughout the Territory to fix
and record the Tracks in synchronization or timed relation with the Project and
to make copies thereof and of the Materials in the form of negatives and prints
necessary for distribution, exploitation and exhibition of the Project in all
forms of free television, including network, non-network, local or syndicated
broadcasts (but excluding cable transmission or "CATV" television).
8.7 Pay and Subscription TV Only. The right throughout the Territory to fix
and record the Tracks in any manner, medium, form, or language in
synchronization or timed relation with the Project and to make copies thereof
and of the Materials in the form of negatives and prints necessary for
distribution, exhibition and exploitation via cable television, pay television,
subscription television, CATV systems or via any form of receiver for which a
fixed fee or subscription fee is charged to the viewer for the viewing of the
Project alone or as part of a program of viewer selections.
8.8 All TV. The right throughout the Territory to fix and record the Tracks
in any manner, medium, form, or language in synchronization or timed relation
with the Project and to make copies thereof and of the Materials in the form of negatives and prints
necessary for distribution, exhibition and exploitation via all forms of
television, including free television, network, non-network, local or
syndicated broadcasts, cable television, pay television, subscription
television, CATV systems or otherwise, including exhibition on common carriers.
8.10 Internet. The right throughout the Territory to fix and record the Tracks
in any manner, medium, form, or language in synchronization or timed relation
with the Project and to make copies thereof and of the Materials in the form necessary for transmission via
the Internet by means of so-called real-time streaming or similar methods of
interpreter program transfer, Save that such right shall exclude the right to
include transfers via compiler programs or compressed methods (i.e.
"batch" modes) or otherwise.
8.11 Student Magnatune License. The right to synchronize the Tracks in timed
relation with the visual elements of the Project. No rights are granted
hereunder for the use of the Tracks or the Materials in the creation of any
advertising, trailers, videograms, tapes or discs or for any other ancillary
purpose. The Tracks may only be used in
the Project where it shall be exhibited, performed or otherwise used by currently
enrolled students of accredited educational institutions for academic purposes
and no right is granted hereunder to make multiple copies of the Tracks or to
perform the Tracks as embodied in the Project for any non-academic purpose.
9.0 General.
9.1 Notices. All notices permitted or
required under this Agreement shall be in writing and shall be delivered as
follows (i) by email, (ii) by U.S. Mail (iii) by facsimile transmission, or
(iv) by certified or registered mail, return receipt requested, five days after
deposit in the mail.
9.2 Waiver and Severability. The failure
of either party to require performance by the other party of any provision
hereof shall not affect the full right to require such performance at any time
thereafter; nor shall the waiver by either party of a breach of any provision
hereof be taken or held to be a waiver of the provision itself. In the event
that any provision of this Agreement shall be unenforceable or invalid under
any applicable law or be so held by applicable court decision, such
unenforceability or invalidity shall not render this Agreement unenforceable or
invalid as a whole, and, in such event, such provision shall be changed and
interpreted so as to best accomplish the objectives of such provisions within the
limits of applicable law or applicable court decisions.
9.3 Arbitration and Controlling Law. Any and all disputes that may
arise between the Parties under or in connection with this Agreement shall be
submitted (together with any counterclaims and disputes under or in connection
with other agreements between the parties) to final and binding arbitration
heard by a single arbitrator in accordance with the then-current Commercial
Arbitration Rules of the American Arbitration Association (the 'AAA'). The arbitration
shall be conducted in San Francisco, California. All questions concerning the validity, operation, interpretation, and
construction of this Agreement will be governed by and determined in accordance
with the laws of the State of California.
9.4. No Agency. The relationship between Magnatune and Artist is that
of independent contractors. Nothing contained herein shall be construed as
creating any agency, partnership, or other form of joint enterprise between the
parties or to allow either party to bind the other or incur any obligation on
its behalf.
9.5. Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be considered an original, but all of which
together will constitute one and the same instrument.
9.6 Assignment. Magnatune may assign this Agreement to any entity to
which it transfers all or substantially all of its ownership interest, whether
through merger, acquisition or sale of assets. Otherwise, neither party may
assign, voluntarily, by operation of law, or otherwise, this Agreement without
the other party's prior written consent, and any attempt to do so without that
consent will be void. This Agreement will bind and inure to the benefit of the
parties and their respective successors and permitted assigns.
9.7 Termination. Magnatune shall have the
right to terminate this Agreement forthwith upon a material breach or attempted
breach by Licensee of any of the terms and conditions hereof unless such breach
is cured within thirty (30) days following written notice to Licensee thereof,
except that Licensee's failure to pay the License Fee as required under the
terms of Section 2 shall be deemed a material breach. Upon expiration or
termination, Licensee shall have no further right to use the Tracks or the Materials
and any further use thereof whatsoever shall represent an act of copyright
infringement.
9.8 Magnatune's Site. Magnatune reserves
the right, at its sole discretion, to change, modify, add or remove portions of
the Site and/or to vary suspend or discontinue any aspect thereof at any time.
The Site is protected by copyright as a collective work and/or compilation,
pursuant to copyright law and Licensee may not modify, publish, transmit,
participate in the transfer or sale of, reproduce (except as provided herein),
create derivative works from, distribute, perform, display, or in any way
exploit any Magnatune Protected Materials in whole or in part.
9.9 Magnatune's Protected Materials.
Magnatune Protected Materials and all rights therein, are protected by all
applicable copyright laws, and are owned and/or controlled by Magnatune or the
party credited by Magnatune as the provider thereof.
9.10 Entire Agreement. This Agreement is the entire agreement between
Artist and Magnatune, which supersedes any prior or contemporaneous agreement
or understanding, whether written or oral, and any other communications between
Artist and Magnatune relating to the subject matter of this Agreement. This
Agreement may not be changed orally, but only by a writing signed by both
parties which specifically references this Agreement.
9.11 Survival: The provisions of Sections 2, 5, and 9 shall survive
termination of this Agreement.
9.12 Headings. The headings herein are for convenience only and are not
intended by the parties of or to affect the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed by their Authorized representatives below as of
the date first above written.
Licensee:
By: __!!LICENSEE!!___________________,
Magnatune:
By: __John Buckman_____________,
Title: __CEO, Magnatune_________,
Magnatune validation date:
!!DATE!!
MAGNATUNE
SCHEDULE
"A"
LICENSEE INFORMATION
LICENSEE:
Company Name: !!COMPANY!!
Name of licensee: !!COMPANY!!
Address: !!ADDRESS!!
Tel No: !!TEL!!
Email Address: !!EMAIL!!
Company URL: !!URL!!
NOTE: This license will be invalid without complete and accurate address and contact information.
MAGNATUNE.COM
SCHEDULE 'B'
USE, PROJECT AND
LICENCE FEE
THE USE:
!!TERMS!!
THE PROJECT:
!!PROJECT!!
Note: if insufficient information about the Project is provided, your license may be deemed invalid. Please provide a detailed description of the Project.
LICENSE FEE:
$!!PRICE!!
Licensee is granted the Licensed under this Agreement only to use the Tracks in the Project within the Territory and strictly in accordance with the terms and conditions of this Agreement:
ALL RIGHTS GRANTED UNDER THIS AGREEMENT ARE NON-EXCLUSIVE.