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Music Licence Agreement

1.

INTRODUCTION
1.1 This website (“our site”) is operated by Too Darn Loud Limited. We are registered in England and Wales under company number 07663140 and have our registered office at The Old Police Station, Whitburn Street, Bridgnorth, Shropshire WV16 4QP .
1.2 This licence agreement (“Licence”) is a legal agreement between you (“Licensee” or “you”) and Too Darn Loud Limited (“Licensor”, “we” or “us”) for use of the Composition in your Production. It should be read in conjunction with our terms and conditions in force at the date of this Licence, provided to you with this Licence, or available at www.toodarnloud.net, as applicable.
1.3 Please read this Licence carefully before you start to use the Composition. By using the Composition, you indicate that you accept the terms of this Licence and that you agree to abide by them. If you do not agree to the terms of this Licence, you will not be able to use the Composition.

2.

DEFINITIONS

In this Licence the following terms and expressions shall have the following meanings:

Composer: the composer of the Composition.

Composition: the master recording of a performnce of the musical composition set out in the Order Confirmation.

Intellectual Property Rights: copyright and all other related rights, moral rights, and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Licence Fee: the fee for use of the Composition as set out in the Order Confirmation.

Mechanical Reproduction Rights: the right to record, manufacture and distribute copyrighted musical works.

Order: your order for the Composition either submitted on our site or by telephone or via email.

Order Confirmation: our written confirmation of your Order.

Production: the applicable production from the list in Schedule 1, as set out in the Order Confirmation.

Term: the licence period as set out in the Order Confirmation.

Territory: the countries in which the Production will be transmitted, as set out in the Order Confirmation.

Synchronisation Rights: the right to pair music with other audio and/or visual content.

Usage Rights: the non-exclusive right to use, throughout the Term and the Territory, the whole or any part(s) of the Composition and any adaptation(s) or arrangement(s) by the Licensor as part of the Production as specified in the applicable “Usage Rights” section of Schedule 1.

3.

GRANT OF RIGHTS
3.1 In consideration of the Licence Fee, the Licensor grants to the Licensee the Usage Rights.
3.2

No rights other than those specified in clause 3.1 are granted to the Licensee. In particular the Licensee shall not under any circumstances have the right to:

3.2.1 use the Composition in any production or on any media other than that specified in the Order Confirmation;
3.2.2 sell, hire, or otherwise dispose of copies of the Composition or any part thereof;
3.2.3 edit, modify or adapt any element of the Composition itself (unless the prior written consent of the Licensor has been obtained). For the avoidance of doubt this shall not prevent the Licensee editing the recording of the Composition in order to incorporate the Composition into the Production;
3.2.4 make any commercial use of the Composition other than specifically in connection with the Production;
3.2.5 use the Composition for any purpose other than in accordance with the terms of this Licence; or
3.2.6 use the Composition beyond the duration of the Term.

4.

LICENCE FEE
4.1 Unless stated otherwise in the Order Confirmation, the Licensee shall pay the Licensor the Licence Fee in full within 30 days of the date of the Order or before any use of the Composition is made, whichever occurs first.
4.2 Without prejudice to its rights under clause 8, in the event that the Licensee makes any use of the Composition beyond the scope of this Licence, the Licensor reserves the right to charge the Licensee an appropriate licence fee for such additional use at its then prevailing rates.
4.3 The Licence Fee is exclusive of any and all royalties and fees payable in respect of the public performance of the Composition which royalties and fees shall be payable by the relevant broadcasters or third parties to the applicable local collecting society in accordance with its rules. The Licensee shall take all necessary steps to ensure that such entities are aware of the presence of the Composition in the Production.

5.

OBLIGATIONS OF LICENSEE
5.1

Unless stated otherwise in the Order Confirmation, the Licensee shall pay the Licensor the Licence Fee in full within 30 days of the date of the Order or before any use of the Composition is made, whichever occurs first.

5.1.1 it has the right, power and authority to enter this Licence and to perform its obligations;
5.1.2 it will not sell or otherwise distribute or exploit the Composition except as expressly provided for under the terms of this Licence; and
5.1.3 it will, unless otherwise stated in the Order Confirmation, accord the Licensor with credit for the Composition by way of a notice in all transmissions of the Production and on all associated printed materials, such notice to be substantially in the form: “Music courtesy of Too Darn Loud Ltd”.

6.

WARRANTIES OF LICENSOR
6.1

The Licensor undertakes, represents and warrants that:

6.1.1 it has obtained all necessary consents, licences and clearances from third parties necessary for the exploitation of the Usage Rights, including but not limited to any clearance required from the Composer; and
6.1.2 it has the full right, power and authority to enter into this Licence.

7.

INTELLECTUAL PROPERTY RIGHTS
7.1 The Licensor either owns all Intellectual Property Rights in the Composition, or has obtained from any third party owner of the Intellectual Property Rights in the Composition (“Third Party Owner”) all necessary consents and permissions required to licence the Composition to the Licensee.
7.2 The Licensor or Third Party Owner, as applicable, retains all Intellectual Property Rights in the Composition and nothing in this Licence shall constitute a transfer of any such rights to the Licensee.
7.3 No rights in respect of the Composition other than those expressly stated in this Licence are granted to the Licensee, or are to be implied from this Licence.

8.

TERM AND TERMINATION
8.1 This Licence shall become effective upon payment by the Customer in accordance with clause 4.1. Subject to clause 8.2 this Licence shall terminate on expiry of the Term upon which all rights granted under this Licence shall revert to the Licensor and the Licensee shall make no further use of the Composition.
8.2

The Licensor may terminate this Licence immediately on giving written notice to the Licensee in the event that that Licensee:

8.2.1 fails to pay the Licence Fee in accordance with clause 4;
8.2.2 is in material breach of any of its obligations under this Licence and such breach is not remedied within 14 days of written notice from the Licensor requiring the Licensee to remedy the breach; and
8.2.3 breaches the provisions of clause 3.2.

9.

INDEMNITY
9.1 The Licensee shall indemnify the Licensor against any and all claims, costs proceedings, demands, losses, damages or expenses suffered or incurred by the Licensor resulting from or by reason of any breach of the Licensee’s obligations under this Licence.

10.

LIMITATION OF LIABILTY

10.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any loss of income, profit, reputation, goodwill, or any indirect special or consequential loss or damage howsoever caused, arising out of or in connection with the Licensee’s use of the Composition.
10.2

Nothing in this Licence shall limit or exclude the Licensor’s liability for:

10.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.2.2 fraud or fraudulent misrepresentation; or
10.2.3 any other liability which cannot be excluded or limited by law.
10.3 Subject to clauses 10.1 and 10.2 the Licensor’s total liability to the Licensee in respect of all losses arising under or in connection with this Licence, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Licence Fee; or, where no Licence Fee is payable the sum of £100.

11.

ASSIGNMENT
11.1 The Licensee shall not without the prior written consent of the Licensor assign any of its rights or obligations under this Licence.
11.2 The Licensor may at any time and without the consent of the Licensee assign any of its rights or obligations under this Licence.

12.

WAIVER
12.1 No failure or delay by a party to exercise any right or remedy provided under this Licence or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

13.

SEVERENCE
13.1 If any court or competent authority finds that any provision of this Licence (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Licence shall not be affected.

14.

ENTIRE AGREEMENT
14.1 This Licence and any documents referred to in it constitute the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

15.

LAW AND JURISDICTION
15.1 This Licence and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
15.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Licence or its subject matter or formation (including non-contractual disputes or claims).
 
Schedule 1
Type of Production Usage rights*
Television
Single use (per Composition) The Synchronisation Rights for use of the Composition in a single television broadcast (excluding commercials).
Per episode (per Composition) The Synchronisation Rights for multiple uses of the Composition in a single television broadcast (excluding commercials).
Per series (per Composition) The Synchronisation Rights for multiple uses of the Composition in a television series (excluding commercials).
Commercials (per Composition) The Synchronisation Rights for use of the Composition in a commercial broadcast on television.
Film & Cinema
Single use (per Composition) The Synchronisation Rights for use of the Composition in a single film or other similar production broadcast at cinemas (excluding commercials and film trailers).
Commercials (per Composition) The Synchronisation Rights for use of the Composition in a single commercial broadcast at cinemas.
Film trailer (per Composition) The Synchronisation Rights for use of the Composition in a single film trailer broadcast on television or at cinemas.
Radio
Production (per Composition) The Synchronisation Rights for use of the Composition in a single radio production (excluding commercials).
Radio commercial (per Composition) The Synchronisation Rights for use of the Composition in a single commercial broadcast on radio.
Website
Website (per Composition) The Synchronisation Rights for use of the Composition in a single web based media production (excluding online adverts).
Online advert (per Composition) The Synchronisation Rights for use of the Composition in a single web based advert.
Corporate
Corportate project (per Composition) The Synchronisation Rights for use of the Composition in a single corporate production.
Retail
Up to 1,000 units The Mechanical Reproduction Rights for use of the Composition in up to 1,000 units of a single retail product sold to the public.
Up to 10,000 units The Mechanical Reproduction Rights for use of the Composition in up to 10,000 units in a single retail product sold to the public.
Up to 100,000 units The Mechanical Reproduction Rights for use of the Composition in up to 100,000 units for a single retail product sold to the public.
 

* For the avoidance of doubt the Usage Rights detailed above expressly exclude any use whatsoever in connection with video games.