Music License Agreement Proud Music GbR as of 27.04.2017

1. Preamble

1.1. Proud Music as Licensor grants licenses of Royalty Free Music to customers, referenced as Licensees.

1.2. The Licensor warrants it has the authority to grant this license and permissions.

1.3. All music tracks that are marked as not PRO-registered Tracks are free from rights of any performance rights organisations.

1.4. All music tracks that are marked as PRO-registered Tracks, are not free from rights of the performance rights organisations These licenses do not include performance rights. When PRO-registered Tracks music are to be performed publicly the composer names and track details (title, duration, etc.) must be given by the Licensee to the user of the licensed track to forward to the relevant national Performance Rights organization. (This is done usually via 'cue sheets' from ASCAP, BMI in USA, or PRS in UK for example).

1.5. The Licensee agree to pay all content license fees and no rights are granted under this Agreement until all payments are made in full. He shall be liable for all past due amounts, interest and costs of collection, including attorneys fees. Refunds are governed by the terms of the individual service used. The licensee is prohibited from reproducing music tracks or parts thereof for the sole purpose of selling and re-licensing in both existing and modified form (editing, arrangement, re-recording, etc.) or sub-licensing to third parties.


1.6. The receipt of the music by the Licensee is considered acceptance of this Music License Agreement.

2. Acquisition of Rights

The Licensor grants a single non-exclusive license for the music obtained by the Licensee according to the following terms and conditions defined in this Music License Agreement. It is specifically understood and agreed upon that the Licensee does not acquire any ownership rights or any underlying copyrights, and that the Licensor retains all rights, title and interest in the music obtained from Proud Music GbR, including all copyrights belonging to the original copyright holder, as well as any changes made to the licensed property by Licensee.

3. Licenses

3.1. The Licensee receives this License Agreement defining the extent of the license and a document to proof the authorship of the music. The license determines the type and scope of the permitted use. Advertising or promotional use is only permitted with all licenses that fall under the "Advertising" license category as well as the "TV Advertising" license. Advertising within the meaning of these license terms is any sales promotion for the sale of a product (goods or services). There are licenses for the following types of use:

3.2. License class: Basic

3.2.1. The "Standard" license grants the right to non-commercial and temporally worldwide unrestricted use of a music track for the following uses:

- editorial film / documentary (for Internet / TV / IPTV or broadcast) or
- background music for one website and subdomains or
- corporate film or
- film for personal marketing (Recruiting film) or
- product film or
- on-hold loop for one port or
- corporate podcast or
- The performance of a play
- copies up to 1.000 units (USB, DVD, download)

3.2.2. The license "Sound System" permits the performance of a music track for the sounding of one (1) commercial area up to a total of 5,000 sqm. The syncronisation right is expressly not granted.


3.3. License class: Advertising

3.3.1. License Online
The license "Online" grants the right to the unlimited use of a musical instrument for the following uses:

- Use of a music track in a promotional context as defined in point 3.1. in an advertising or promotion film, trailer, teaser, a viral film, including a microsite, which is published in the WEB and offered for streaming. Excluded from this are advertising on third parties websites (so-called pre-, mid- and post-rolls).

3.3.2. License radio
- valid for 1 year, national
- grants the right to the use of a music track in one radio spot.

3.3.3. License cinema
- valid for 1 year
- grants the right to use a music track in one cinema spot.

3.3.4. License display
- valid for 1 year
- grants the right to use a music track in one display commercial at a point of sale (POS), on a trade fair, signate.

3.4. License: TV and Movie

3.4.1. License TV advertising
- valid for 1 year, national
- for one TV spot
- regardless of the number of broadcasts within the license duration

3.4.2. License TV Broadcast
- for non-commercial use
- for editorial TV-reports documentations, if the use is covered by a agreement with the local collecting society, e.g. ASCAP, BMI, SIAE, SOCAN)
- incl. IPTV / VOD / media library use

The use is only permitted if a completed cue sheet is transmitted to the broadcaster and to Proud Music and does not include any music track that is not registered with a collecting society so called no-Pro tracks in our library.


3.5. License class: Reproduction

3.5.1. License Reproduction 5000

The "Reproduction 5000" license grants the right to non-commercial, temporally unlimited worldwide use of a music track for the following uses:
- Reproduction with up to 5,000 copies (USB, DVD, download)
- editorial film / documentary (for Internet / TV / IPTV or broadcast) or
- background music for one website and subdomains or
- corporate film or
- film for personal marketing (Recruiting film) or
- product film or
- on-hold loop for one port or
- corporate podcast or
- The performance of a play

3.5.1. License Reproduction 10000

The "Reproduction 10000" license grants the right to non-commercial, temporally unlimited worldwide use of a music track for the following uses:
- Reproduction with up to 10,000 copies (USB, DVD, download)
- editorial film / documentary (for Internet / TV / IPTV or broadcast) or
- background music for one website and subdomains or
- corporate film or
- film for personal marketing (Recruiting film) or
- product film or
- on-hold loop for one port or
- corporate podcast or
- The performance of a play

3.6. Licenses always apply together for full and short versions (loops, edits, stinger, intro, outro) of a musical track.

4. Temporal and Regional Restrictions

Temporal and regional restrictions are assigned in point 3 to the respective licenses.

5. Permitted Usage

5.1. The use of the music tracks is permitted according to the purchased license for private and commercial use. Private use is a non-public use according to general legal requirements. The term "private use" within the meaning of these license terms means a use exclusively by private persons, for non-commercial purposes or for non-commercial purposes. All other uses, in particular in connection with the offer, purchase or sale, the promotion or promotion of goods or services, as well as all events which pursue an industrial purpose or are used by traders, are commercial.

5.2. The permitted usage additionally covers also the rights
5.2.1. to reproduce the music within the specified number of units
5.2.2. to edit the music at audio level (cutting, time-stretching, looping etc.)

6. Restrictions

The Licensee may not otherwise sell, rent, lease, share or transfer the music or any written materials in any form to another party without prior written consent of Proud Music. Music used on its own, without synchronization in any form is not permitted under this Music License Agreement. Unauthorized use or duplication is a violation of this agreement and of applicable laws. The Licensee may be held liable for all damages to the Licensor in the context of the applicable legal regulations.

7. Other Regulations

7.1.The Licensor shall have the right to immediately terminate this Music License Agreement by giving written notice to Licensee in case the Licensee fails to comply with its terms and conditions, including non-payment of the license fee.

7.2.This Music License Agreement contains the entire understanding of the parties with regard to the subject hereof, and revokes and supersedes all prior agreements between the parties, including any option agreements, oral agreements, and written agreements, and is intended as a final expression of their agreement.

7.3.If a clause of this agreement should be ineffective, the remaining regulations in their legal effectiveness are not affected. In this case, the clause in dispute must be replaced with another which corresponds to the intended sense and purpose of all parties and is feasible.

7.4.This Music License Agreement is governed in accordance with the laws of Germany applicable thereto. All disputes concerning this Music License Agreement shall be resolved by the courts of Germany.

Proud Music GbR
Kurpfalzstrasse 14
D-55218 Ingelheim
Germany

Tel : (+49) 6132 / 43 088 30
Fax : (+49) 6132 / 43 088 32

https://www.proudmusiclibrary.com

[email protected]