standard licence agreement

Standard Licence Agreement.

Please read this agreement carefully before buying music from The McIntosh & Charles Music Library. By buying music from The McIntosh & Charles Music Library you are consenting to be bound by this agreement.

What Is a Synchronization ?

When music is “attached to” or becomes a part of any production, ie: film, video, DVD, television program, commercial, multimedia CD-Rom, website or audio CD, it requires a licence. That licence is often referred to as a “sync” licence. “Sync” licenses come in many shapes and sizes depending on the terms set by each publisher/distributor.

McIntosh & Charles Music/SLNB Ltd offers flexible licensing options tailored to fit the specific applications of the many different production types.

McIntosh & Charles Music/SLNB Ltd licence agreement gives the licensee the ability to use the music in its productions for perpetuity, without any additional charges or “ sync” fees payable to McIntosh & Charles Music/SLNB Ltd. Limitations on this type of licence (Standard Licence) include Terrestrial T.V. National Network /Cable & Satellite Broadcasting and/or Major Film/Video / DVD / Blue Ray / HD-DVD / Radio Broadcasting /Games and games gaming machines release. We have special licensing for those situations.

McIntosh & Charles Music/SLNB Ltd production music may not be sold as stand alone music and must be synchronized to picture or voice. McIntosh & Charles Music/SLNB Ltd production music may not be broadcast or distributed in film on any network not affiliated with The PRS without expressed permission or obtaining a “DIRECT PERFORMANCE LICENCE” from McIntosh & Charles Music/SLNB Ltd.

The McIntosh & Charles Music/SLNB Ltd Synchronization licence applies to music delivered on CD as well as Downloaded unless otherwise agreed upon in writing.

Contact our customer services for more information on mc@slnbmusic.co.uk

1. Standard licence

If you agree with the terms of this licence, McIntosh & Charles Music/SLNB Ltd (Licensor) grants you the individual person or business (Licensee) at point of purchase of one or more of any of our music a non-exclusive, non-transferable, lifetime right to use our music with your Multimedia Project, including online*, websites*, podcast*, video, Flash, weddings, animations, presentations, softwares, music-on-hold*, slide-shows, promotional CD-Roms, DVDs limited to 2000** units, Exhibition to non-paying audiences, Corporate and Educational videos, Student Films only when the production is being viewed for internal assessment purposes (an upgraded licence is required in all other instances) and covermount DVD's.

Licensor warrants it has full power and authority to grant this license and permission to use. Licensee's address and contact information are indicated on the lincensee's copy of licence agreement delivered with paid invoice provided to Licensee by Licensor. Licensee's actual receipt of the music is considered acceptance of this Music Licence Agreement. It is specifically understood and agreed that Licensee does not acquire any ownership rights or any underlying copyrights, and that Licensor retains all rights, title and interest in the music obtained from Licensor, including all copyrights belonging to the original copyright holder, as well as any modifications or improvements made to the licensed property by Licensee.

This Standard Licence Agreement grants Licensee the non-exclusive right to reproduce the music solely for use with other audio and/or visual effects herein known as synchronization, and for no other use. Music used without synchronization in any form is not permitted under this Standard Licence Agreement. One or more tracks from the McIntosh & Charles Music production library may not be mixed with one or more McIntosh & Charles Music production tracks or third party sounds or effects or music to create a derivative of songs/tracks or production of which to claim a separate and new copyright to exploit in your own name. Unauthorized use or duplication is a violation of this agreement and of applicable laws of the United Kingdom and other countries.

The music may be used in any productions permitted in this Standard License Agreement by Licensee, including direct use by Licensee or productions Licensee creates for third parties. Licensee may not otherwise sell, rent, lease, share or transfer the music or any written materials in any form to any other person or business. The licensed production music is subject to the terms and restrictions set forth in this Standard Licence Agreement. Unless otherwise terminated in accordance with the terms and restrictions set forth in this Standard Licence Agreement, Licensee shall have the non-exclusive right, in perpetuity, to use the licensed production music free of any additional charges from McIntosh & Charles Music solely as permitted in this Standard Licence Agreement.

1a. Internet:

Licensee has the right to synchronize the music in timed relations with other audio and/or visual elements in any presentation format (Websites, Podcast, Video, Animations, Flash, Real Audio, Shockwave, Quicktime, PowerPoint or other similar presentation formats) for use throughout the world wide web (internet), and can be placed on any website or presentation hosting service (YouTube, MySpace, MetaCafe, etc.) with the following restrictions:)

a- The music must be embedded in the internet presentation file and locked.

b- The music must be synchronized with other audio and/or visual elements.

c- Embedding the music directly into a web page as a stand alone audio file is prohibited.

d- Must be offered free of charge to the general public.

1b. Music-On-Hold:

Licensee has the right to publicly perform the music for the purposes of providing so-called "Music-On-Hold" solely from and for the address shown in Licensee's paid invoice or from an address notified by licensee to licensor in writing. "Music-On-Hold" refers to music played through Licensee's telephone for a customer while they wait on-hold. Solely as it pertains to the use of the music as Music-On-Hold, and is prohibited by the user to offer, share, exchange or sell our Music-On-Hold when purchased from The McIntosh & Charles Music Library to other third parties under this Standard Licence Agreement.

1c. Products for Sale or Giveaway - Per Project Reproduction Allowance:

Licensee has the right to synchronize the music in timed relations with other audio and/or visual elements in a software or hardware product, and reproduce this product up to the licensed number of 2000 units allowed in this Standard Licence Agreement "Per Project Reproduction Allowance" (If user needs to exceed the number of units allowed under this Standard Licence Agreement then an upgraded Licence to a PREMIUM / SPONSORED PRODUCTS LICENCE will be needed), under this Standard Licence Agreement user can make these units available for sale or give-away. Products for sale or give-away include Videos, CDs, DVDs, Magazines, Toys, etc.

1d. Weddings:

Licensee has the right to synchronize the music in timed relations with other audio and/or visual elements in order to create a Wedding Video. Licensee may make copies on any media necessary without limitation for the purpose of sale or give-aways.

1e. Corporate & Trade Shows and Educational Videos:

Licensee has the right to synchronize the music in timed relations with other audio and/or visual elements in productions for "non-general public" (Licensee's personnel, job seekers and onsite guests) business related viewing, business meetings, corporate videos, employee orientation, in-house how-to and instructional videos, educational videos (CDs, DVDs, or other media) in perpetuity. Licensee may reproduce corporate productions up to the licensed number of units allowed in the "Per Project Reproduction Allowance" (see 1c above.) Licensee has the right to synchronize the music in timed relations with other audio and/or visual elements for use in trade show displays. General Public viewing of displays is permitted at trade shows. Solely as it pertains to use of the music at a trade show. (please note that a public performance licence may also be needed. contact the relevent public performing rights agency such as PRS - ASCAP- BMI- GEMMA etc. for more information)

This licence does not include use of our music with Broadcasting Projects, including T.V. Radio, Feature Film - Movie syncronization, Games and Gaming machines. Up graded licenses including a Broadcast licence is required for these types of usage.

This standard licence does include the use of our music up to 1,000 reproductions or copies, if you need to make more than 1,000 reproductions or copies, a mass duplication licence is required.

*IMPORTANT: A PRS licence is also required.

**Premium / Sponsored Products Licence (Music in DVDs, CDs, CD-ROMs used as incentives to sell other goods or services, or as a generic marketing promotion to the public to build brand loyalty)

THIS IS A LEGAL AGREEMENT BETWEEN THE LICENCEE (THE PURCHASER) AND THE LICENSOR (THE OWNER - SLNB LTD) AND IS DATED FROM THE DATE OF PURCHASE STATED ON PURCHASERS INVOICE. THIS AGREEMENT APPLIES TO LICENCES ISSUED VIA THE WEB (INTERNET) AND VIA LOCAL SALES FROM OURSELVES OR OUR REPRESENTATIVES, AND IS ALSO APPLICABLE TO ONLINE, DIGITAL AND ANALOGUE (PHYSICAL) DELIVERY OF LICENCED MATERIAL.

2. Restrictions.

2.1 Licensee may not sublicense, sell, assign, convey or transfer this Agreement or

any of its rights under this Agreement.

2.2 Licensee may not: (i) make the Licensed Material available (separate from the

end product into which it is incorporated) in any medium accessible by persons other

than authorized Users; (ii) sell, license or distribute any end product containing the

Licensed Material in a way that is intended to allow or invite a third party to

download, extract or access the Licensed Material as a standalone file: (iii) include

the Licensed Material in an electronic template intended to be Reproduced by third

parties on electronic or printed products; or (iv) use or display the Licensed Material

on websites or in any other medium designed to induce or involving the sale, license or

other distribution of “on demand” products, including, without limitation, postcards,

mugs, t-shirts, calendars, posters and other items.

2.3 Licensee may not falsely represent, expressly or impliedly, that Licensee is

the original creator of a work that is a stand-alone pictorial, graphic or sculptural

work or motion picture or other visual work that derives a substantial part of its

artistic components from the Licensed Material.

2.4 Licensed Material shall not be incorporated into a logo, trademark or service

mark.

2.5 Licensed Material may not be modified , reconfigured or repurposed for use in

any mobile-directed web sites or mobile applications that are specifically created for

viewing of Licensed Material on mobile devices, without obtaining the prior written

consent of SLNB Music Publishers.

2.6 Where Purchaser is licensing Licensed Material on behalf of a Licensee,

Purchaser hereby represents and warrants that: (i) Purchaser is authorized to act as an

agent on behalf of Licensee and has full power and authority to bind Licensee to this

Agreement; and (ii) if Licensee disputes Purchaser’s power and authority to act on

behalf of Licensee with respect to this Agreement, Purchaser shall be bound and liable

for any failure of Licensee to comply with the terms of this Agreement. Nothing in this

Section 2.6 shall serve to excuse Purchaser’s obligation to make payment to SLNB Music

Publishers for the Licensed Material.

3. Copyright and Trademarks. No ownership or copyright in any Licensed Material

shall pass to Licensee by the issuance of the licence contained in the Agreement.

Except as expressly stated in this Agreement, SLNB Music Publishers grants Licensee no

right or licence, express or implied, to the Licensed Material. In connection with the

use of SLNB Music Publishers Material or any other of SLNB Music Publishers Images

trade names, trademarks, logos or service marks (“Marks”), Licensee acknowledges and

agrees that (i) SLNB Music Publishers are and shall remain the sole property of SLNB

Ltd : (ii) nothing in this Agreement shall confer upon Licensee any right of ownership

in SLNB Ltd: and (iii) Licensee shall not now or in the future contest the validity of

SLNB Ltd.

4. Warranty and Limitation of Liability.

4.1 SLNB Music Publishers warrants that : (i) it has all necessary rights and

authority to enter into and perform this Agreement; (ii) the Licensed Material will be

free from defects in material and workmanship for thirty (30) days from delivery

( Licensee’s sole and exclusive remedy for a breach of this warranty being the

replacement of the Licensed Material); (iii) Licensee’s use of the Licensed Material in

its original form and when used in accordance with this Agreement , will not infringe

on any copyright , moral right, trademark or other intellectual property right and will

not violate any right of privacy or right of publicity; and (iv) all necessary model

and/or property releases for use of the Licensed Material authorized under this

Agreement have been obtained. Neither SLNB Music Publishers, nor any party on whose

behalf SLNB Ltd Licensed Material (each a "Licensor"), makes any representations or

warranties as to whether any additional fees or payments may be due to any person depicted

in Licenced Material pursuant to the requirements of any applicable trade

union, and Licensee shall be solely responsible for any such additional fees or

payments to such trade union.

4.2 NEITHER SLNB LTD NOR ANY LICENSOR MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED,

REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING , WITHOUT

LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE. NEITHER SLNB Ltd NOR ITS LICENSORS SHALL BE LIABLE TO LICENSEE OR ANY OTHER

PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL

DAMAGES, OR LOST PROFITS OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS

AGREEMENT , EVEN IF SLNB Ltd OR ITS LICENSORS, AS APPLICABLE , HAVE BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDRICIONS DO NOT PERMIT THE

EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF

DAMAGES.

5. Indemnification.

5.1 Provided Licensed Material is only used in accordance with this Agreement and

Licensee is not otherwise in breach of this Agreement and as Licensee’s sole and

exclusive remedy for any alleged or actual breach of the representations and warranties

set forth in Section 5 above, SLNB Ltd shall defend, indemnify and hold Licensee and

its parent, subsidiaries and commonly owned or controlled affiliates and their

respective officers, directors and employees harmless from all damages ( excluding

punitive damages not directly attributable to acts of SLNB Ltd), liabilities and

expenses (including reasonable attorney’s fees and permitted and authorized costs),

arising out of or connected with any actual or threatened lawsuit, claim or legal

proceeding alleging that SLNB Ltd is in breach of its warranties set forth in Section 4

above. The foregoing states SLNB Ltd entire indemnification obligation under this

Agreement.

5.2 Licensee shall defend, indemnify and hold SLNB Ltd and its parent, subsidiaries

and commonly owned or controlled affiliates and their respective officers, directors

and employees harmless from all damages ( excluding punitive damages not directly

attributable to acts of Licensee), liabilities and expenses (including reasonable

solicitors’ fees and permitted and authorized costs) arising out of or as a result of

claims by third parties relating to Licensee’s use of any Licensed Material outside the

scope of this Agreement of any other actual or alleged breach by Licensee of this

Agreement.

5.3 The party seeking indemnification pursuant to this Section 5 shall promptly

notify the other party of such claim. At indemnifying party’s option, indemnifying

party may assume the handling, settlement or defence of any claim or litigation, in

which event indemnified party shall cooperate in the defence of any such claim or

litigation, at its expense, through counsel selected by indemnified party. The

indemnifying party will not be liable for legal fees or other costs incurred prior to

the other party giving notice of the claim for which indemnity is sought.

6. Condition of Licensed Material. Licensee should examine all Licensed Material

for possible defects (whether digital or otherwise) before sending any Licensed

Material for Reproduction. Without prejudice to Section 4.1.(ii) SLNB Ltd shall not be

liable for any loss or damage suffered by Licensee or any third party, whether directly

or indirectly, arising from any alleged or actual defect in any Licensed Material or

its caption or in any way from its Reproduction.

7. Termination and Revocation.

The licence contained in this Agreement will terminate automatically without notice

from SLNB Ltd if Licensee fails to comply with any provision of this Agreement. Upon

termination, Licensee must immediately (i) stop using the Licensed Material; (ii)

destroy or, upon the request of SLNB Ltd, return the Licensed Material to SLNB Ltd: and

(iii) delete and remove the Licensed Material from Licensee’s premises, computer

systems and storage (electronic or physical).

8. Miscellaneous Terms.

8.1 Unauthorized Use. Any use of Licensed Material in a manner not expressly

authorized by this Agreement or in breach of a term of this Agreement constitutes

remedies available to it under copyright laws around the world. Licensee shall be

responsible for any damages resulting from any such copyright infringement, including

any claims by a third party.

8.2 Governing Law. This Agreement will be governed in all respects by the laws of

the Untied Kingdom, without reference to its laws relating to conflicts of law. Any

disputes arising from this Agreement or its enforceability shall be settled by binding

arbitration to be held in the United Kingdom . Notwithstanding the foregoing,

SLNB Ltd shall have the right to commence and prosecute jurisdiction to obtain

injunctive or other relief against Licensee in the event that, in the opinion of SLNB

Ltd, such action is necessary or desirable.

8.3 Entire Agreement. This Agreement contains all the terms of the license

agreement and no terms or conditions may be added or deleted unless made in writing and

signed by an authorized representative of both parties. In the event of any

inconsistency between the terms contained herein and the terms contained on any

purchase order or other communication sent by Licensee, the terms of this Agreement

shall govern.

non-broadcast audio visual production