Music Licensing Agreement Terms
This is an agreement between Hear & Found and the LICENSEE, or the employer on whose behalf you are entering this agreement. By using our website and/or buying a license from us, the LICENSEE agrees to be governed by the following terms and conditions (the "Agreement") as they apply to the License you buy.
1. Important Terms
License Type: Master and Synchronization License
Project / Commercial Project or Shows/Series: A media project to which the Track(s) is synchronized, which covered only one project.
Uses Covered: Any usage covered is based on the type of usage purchased by LICENSEE. For example, any form of paid or unpaid advertising promoting a brand or product, including business, non-profit, or corporate use.
Track(s) Covered: A piece of recorded sound (music, sound effect, and otherwise) available for license from Hear & Found (encompassing both the sound recordings and musical compositions included therein.
Licensed Media: Any media channels, depending on the type of usage paid by LICENSEE. Websites, online media, social media platforms, video-sharing services (e.g., YouTube), and digital television, are examples, excluding theatrical.
Brand: A commercial business that produced the Commercial Project.
Production(s): For the Project and Show/Series refers to the name of the Project and Show/Series as produced by the LICENSEE for the specific Uses Covered. Furthermore, the Commercial Project means the name of the Commercial Project as produced for the specified Brand by the LICENSEE for the Uses Covered.
When the above capitalized terms are used in this License, they shall have the meanings set out above unless the context requires otherwise.
Project / Commercial Project or Shows/Series: A media project to which the Track(s) is synchronized, which covered only one project.
Uses Covered: Any usage covered is based on the type of usage purchased by LICENSEE. For example, any form of paid or unpaid advertising promoting a brand or product, including business, non-profit, or corporate use.
Track(s) Covered: A piece of recorded sound (music, sound effect, and otherwise) available for license from Hear & Found (encompassing both the sound recordings and musical compositions included therein.
Licensed Media: Any media channels, depending on the type of usage paid by LICENSEE. Websites, online media, social media platforms, video-sharing services (e.g., YouTube), and digital television, are examples, excluding theatrical.
Brand: A commercial business that produced the Commercial Project.
Production(s): For the Project and Show/Series refers to the name of the Project and Show/Series as produced by the LICENSEE for the specific Uses Covered. Furthermore, the Commercial Project means the name of the Commercial Project as produced for the specified Brand by the LICENSEE for the Uses Covered.
When the above capitalized terms are used in this License, they shall have the meanings set out above unless the context requires otherwise.
2. The License Agreement Terms
The following rights are granted to the LICENSEE within the Agreement, subject to the terms and conditions of this License and payment of the License Fee:
2.1 All Track(s) are protected by Hear & Found's or its artists' copyrights and intellectual property. As a result, this License does not transfer the licensee's copyrights, nor does it assign, give away, or sublease this license agreement to any other party.
2.2Grant to the LICENSEE, the non-exclusive and irrevocable right, license, privilege, and authority to, reproduce, adapt, and communicate to the public such as broadcast, distribute, stream, market, promote and otherwise exploit the Track(s) in synchronization with the Production(s) for exhibition, distribution, and public performance (subject to clause 4.3(2)) in the Licensed Media for the Term within the Territory. In exchange for the License you purchase, the LICENSEE agrees to pay Hear & Found a license fee based on our website pricing.
2.3The LICENSEE is allowed to utilize the Track(s) within the Production(s) in whole or in part and any number of times.
2.4 Under any of our agreements, the LICENSEE may use a Hear & Found Track(s) on online video platform systems, but Hear & Found retains ownership of the Track(s). LICENSEE may not claim ownership of the Track(s) (or make it available in any other way) via any content detection and/or registration system (such as YouTube's Content ID), even if synchronized with LICENSEE's own project.
2.5 Hear & Found is the owner or the rights holder of all the rights in the Track(s) and the Website, inclusive of all intellectual property rights and all copyrights. LICENSEE has no and will have no rights to the Track(s) or the Website, other than the right of use specified in this License. This also means that LICENSEE can't use the names of the Track(s) nor of its artist(s) or their artistic name(s), except for giving them credit.
3. Ownerships
LICENSEE hereby acknowledges that Hear & Found is and remains the owner of all right, title, and interest in the Track(s), including without limitation any copyrights therein. The Track(s) is protected by and subject to Thai and international copyright laws. This License is non-exclusive, and Hear & Found reserves the right to sell track(s) licenses to third parties at its discretion.
4. Limitations
4.1 Except for the limited rights granted herein, Hear & Found hereby reserves all rights and uses in and to the Track(s). Without limiting the extent of the above provision, LICENSEE shall not:
4.2
1) use or exploit the Track(s) in any way that is not specifically permitted by this License, including, but not limited to; (a) in any other audio-visual or audio-only production than the Production(s); (b) in any other media than the Licensed Media, or in any other spot than the Spot(s); (c) in any "out of context" uses; or (d) after the Term has expired.
2) utilize or exploit any other musical compositions or sound recordings made available by Hear & Found without the express permission of Hear & Found or its authorized LICENSEES;
3) distribute the Track(s) to third parties (for payment or otherwise) in any format other than as synchronized within the Production(s);
4) resell (or otherwise make accessible) the Track(s) as part of any competing product, such as a music library or music compilation, including in any way that allows a third party to download the Track(s) as a separate file, such as website templates or in e-card templates
5) change the core character of the Track(s) or re-record them;
6) pass off the Track(s) as being those of another person; and
7) use the Track(s) in any defamatory or other unlawful way or context.
8) sell the Track(s) (or otherwise make it available) as, or as part of, LICENSEE music or as LICENSEE song, even if it has been transformed or edited, or if LICENSEE adds other instruments or vocals to the music.
9) claim to be the creator or copyright holder of the Track(s) or of any derivative work created from the Track(s).
2) utilize or exploit any other musical compositions or sound recordings made available by Hear & Found without the express permission of Hear & Found or its authorized LICENSEES;
3) distribute the Track(s) to third parties (for payment or otherwise) in any format other than as synchronized within the Production(s);
4) resell (or otherwise make accessible) the Track(s) as part of any competing product, such as a music library or music compilation, including in any way that allows a third party to download the Track(s) as a separate file, such as website templates or in e-card templates
5) change the core character of the Track(s) or re-record them;
6) pass off the Track(s) as being those of another person; and
7) use the Track(s) in any defamatory or other unlawful way or context.
8) sell the Track(s) (or otherwise make it available) as, or as part of, LICENSEE music or as LICENSEE song, even if it has been transformed or edited, or if LICENSEE adds other instruments or vocals to the music.
9) claim to be the creator or copyright holder of the Track(s) or of any derivative work created from the Track(s).
4.3
The License does not cover, and the License Fee does not include:
1) any rights other than those expressly granted herein.
2) this License does not include public performance rights.
2) this License does not include public performance rights.
Any other use of the Track(s) than as expressly permitted by our licenses constitutes copyright infringement.
5. Warranties, Representations, Indemnity & Liability
5.1 Hear & Found makes no express or implied guarantees or assurances, other than that it has the authority to grant the License granted herein. Under this Agreement, Hear & Found's entire liability arising from LICENSEE's use of any Track(s) is limited to the Licensing Fee paid by LICENSEE for such Track(s). The LICENSEE acknowledges that this License is issued without any further guarantee or remedy.
5.2 The parties undertake to defend, indemnify, and keep harmless the non-breaching party, as well as such party's LICENSEE and assigns, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable outside lawyers' fees and related costs) arising out of any violation of any warranty or guarantee made herein by the breaching party.
5.3 Even if the other party has been informed of the possibility of such damages or if such damages could have been reasonably anticipated, neither party shall in any circumstance be liable for any special, incidental, consequential, exemplary, or punitive damages, or any claim for lost profits or lost business opportunities.
6. Availability
Hear & Found does everything in its power to ensure that every Track(s) that makes up its online library always remains accessible. However, Hear & Found does not guarantee that all Track(s) will be accessible at all times. Hear & Found reserves the right to stop licensing a certain Track(s). If Hear & Found receives a notification or otherwise determines that any Track(s) may be the target of a claim of infringement of another party's rights for which Hear & Found may be liable, Hear & Found may demand that the LICENSEE completely stop using the Track(s), delete or remove the Track(s), and ensure that its customers do the same. Subject to the other terms and conditions of this Agreement (the comparability of which will be evaluated by Hear & Found in its reasonable business judgment), Hear & Found will provide comparable content to the LICENSEE at no cost.
7. Reporting of Music Usage
The LICENSEE agrees to report music usage to the LICENSOR upon request and to use reasonable efforts to ensure that the appropriate broadcaster, performing rights organization, exhibitor, and/or advertising regulatory authority are notified.
8. Assignment
Hear & Found may, in its sole discretion, refuse to allow the LICENSEE to transfer, assign, or sublicense this License or the rights granted hereunder without prior written consent from Hear & Found. Any unlawful assignment attempt shall be ruled void. Despite the aforementioned, the LICENSEE may license or assign the Production(s) that incorporate the synchronized Track(s) in the ordinary course of business.
9. Fees
The LICENSEE agrees to pay the LICENSOR a fee as listed on this License. The LICENSEE will not owe the LICENSOR any additional royalties or fees for future use of the Track(s) under the terms of this Agreement (unless the LICENSEE breaches the contract).
10. Miscellaneous
When LICENSEE accepts the Terms and Conditions on the Hear & Found website and/or (ii) pays the License Fee to Hear & Found, the LICENSEE is deemed to have accepted and consented to the terms of this License. The License shall be binding upon the LICENSEE without the requirement of the LICENSEE's countersignature.
11. Applicable Law
The laws of Thailand, shall govern this Agreement and be applied in its interpretation. The parties hereby submit to the jurisdiction of the courts located in the Thailand judicial district. The parties hereto have specifically asked that the language of this Agreement and all supporting documentation be English.
Nothing in the current Agreement should be read as establishing a joint venture or partnership between the parties. The heirs, executors, administrators, and assigns of the parties hereto shall have the benefit of and be bound by this Agreement. The other provisions of this Agreement shall remain in full force and effect even if any part of it is found to be unlawful or unenforceable by a court of competent jurisdiction or by any other legally established body with the authority to make such a finding.
Nothing in the current Agreement should be read as establishing a joint venture or partnership between the parties. The heirs, executors, administrators, and assigns of the parties hereto shall have the benefit of and be bound by this Agreement. The other provisions of this Agreement shall remain in full force and effect even if any part of it is found to be unlawful or unenforceable by a court of competent jurisdiction or by any other legally established body with the authority to make such a finding.
Last updated on December 27, 2022
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