Label Terms and Conditions
THIS AGREEMENT IS MADE BETWEEN:
YOUR RECORD LABEL - and - OPEN EAR LIMITED of Argyle House, 16 Argyle Court, 1103 Argyle Street, Glasgow G3 8ND (“Licensee”)
1.Definitions
The following words and phrases shall have the following specific meanings:
- “Composition(s)” shall mean the musical works (whether with or without lyrics) performances of which are embodied in the Recordings.
- “Recording(s)” shall mean all sound recording(s) of performances of musical works in which the copyright is owned or controlled by Label in the Territory.
- “Rights Period” shall mean the period commencing on the date hereof and continuing for the period of twelve (12) months and continuing thereafter until termination by either party subject to not less than one (1) month’s written notice.
- “Royalty” shall mean the sum of £0.0006438
- “Territory” shall mean the World or as otherwise specified by Label in accordance with clause 3.2.
- “Third Party Website” shall mean [ ]
- “Website” shall mean www.openearmusic.com
2.Licence
2.1 Label hereby licenses to Licensee throughout the Territory and for the duration of the Rights Period:
- 2.1.1 the non-exclusive right to digitise and to store a digital file of each Recording and to distribute each Recording to third parties by means of either streaming technology via the Internet and to license to such third parties the right to perform each Recording publicly in commercial or public premises; and
- 2.1.2 the non-exclusive right to use the name, the trademark and the logo of Label and the name, the approved likeness and the approved biographical information of the recording artists whose performances are embodied in the Recordings for the purposes of bona fide promotion of the Recordings (including without limitation on the Website) and the right to sub-license this right to third parties.
2.2 All rights in the Recordings not hereby licensed to Licensee are hereby reserved by Label.
3. Delivery of the Recordings and Metadata
3.1 Label shall at Label’s expense supply Licensee with each of the Recordings by uploading the same on to the Website in MP3 or other format or by sending in MP3 or other format by means of email or the internet or by sending in CD or other format to Licensee’s offices.
4. Warranties and Indemnity
4.1 Label represents warrants and undertakes that:
- 4.1.1 Label is and will remain during the Rights Period entitled throughout the Territory to license the rights hereby licensed to Licensee;
- 4.1.2 Label has the full right and authority to enter into this Agreement;
- 4.1.3 Label has obtained all necessary consents of the recording artists whose performances are embodied in the Recordings;
- 4.1.4 Licensee’s exploitation of the rights licensed hereunder shall not infringe upon or violate the rights of any third party;
- 4.1.5 the metadata supplied by Label to Licensee shall be complete and accurate in every respect;
- 4.1.6 Licensee and its licensees shall not be required to make payments of any sort in respect of the exploitation of the rights hereunder other than payment of the Royalty (including without limitation any payments to recording artists record producers trade unions Phonographic Performance Limited or any other industry associations) save that Licensee shall be responsible for securing all necessary licences in respect of the musical works which are performed on the Recordings and for the payment of royalties in respect of same.
4.2 Label shall indemnify and hold Licensee harmless from any and all claims, liabilities, costs, losses, damages or expenses, including reasonable outside solicitors fees, incurred by Licensee and arising from a breach or alleged breach by Label of the warranties representations or undertakings by Label contained in this Agreement.
5. Termination
Without prejudice to any rights or remedies that either party may have at law or otherwise under this Agreement, either party shall be entitled to terminate this Agreement and the Rights Period in the event that:
5.1 the other party fails to perform its material obligations hereunder and such failure is not cured within thirty (30) days after written notice thereof being given to such party; or
5.2 the other party enters into compulsory liquidation or makes any compromise for the benefit of its creditors or the other party becomes the subject of insolvency or bankruptcy proceedings; or
6. Notices
All notices to either party shall be made in writing and shall be delivered personally, or sent by certified mail or prepaid postage with return receipt requested to the other party’s address first above written or such other address notified by either party in accordance with this procedure. All notices to Licensee shall be marked for the attention of Head of Legal & Business Affairs and a courtesy copy of every notice which is required to be given to Licensee hereunder shall be addressed to Murray Buchanan & Co, 176 St Vincent Street, Glasgow G2 5SG or such other address as shall be notified by Licensee in accordance with the above procedure.
7. Assignment
7.1 Licensee shall be entitled but not obliged to assign the whole or a part of this Agreement to a third party.
7.2 Label shall not be entitled to assign this Agreement to a third party other than to any parent affiliate or subsidiary corporation or to any person firm or corporation that purchases all or substantially all of its assets or merges with Label.
8. Jurisdiction
The validity construction interpretation and effect of this Agreement and any or all modifications hereof shall be exclusively governed by the Laws of Scotland and any legal proceedings that may arise out of it shall be brought in the Scottish courts.
9. Royalties, Accounting and Audit
9.1 Licensee shall pay to Label the Royalty in respect of each stream of each Recording hereunder.
9.2 Within thirty (30) days from the end of each six month period, Licensee shall render to Label statements of account identifying each Recording that has been played and number of times that each Recording has been streamed hereunder and all monies due to Label from exploitation of the rights licensed hereunder during the preceding six month period along with payment of all monies shown to be due by such statement. In the event that the amount of monies shown to be due to Label in respect of any six month period is less than fifty pounds sterling (£50) the amount will be carried over to the following six month period until such time as the monies shown to be due to Label is equal to or greater than fifty pounds sterling (£50). Not more once in each calendar year Label may appoint a qualified account to inspect those of Licensee’ books and accounts that relate solely to the Recordings at Licensee’s usual place of business in the UK subject to giving Licensee not less than sixty (60) days prior written notice.