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Exclusive licence agreement master only 80/20

Exclusive licence agreement master only 80/20

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EXCLUSIVE MASTER LICENCE AGREEMENT 80/20

Pop-Up Music UK Limited (“Pop-Up Music”) operates a music library (the “Library”) via its site www.pop-upmusic.com (the “Site”) through which its customers may licence sound recordings of musical content for media and other usage. This agreement (“Licence Agreement”) sets out the terms that govern your provision, and Pop-Up Music’s permitted use, of such Content. Every time you provide Content you must acknowledge your agreement to the exclusive licence. These terms set out the exclusive licence conditions.

You are only authorised to use the Site and the Library (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to the general terms and conditions which can be accessed here http://pop-upmusic.com/terms-and-conditions/ (the “Terms”). You should read the Terms carefully. If you do not agree with them, you should leave the Site and discontinue use of the Pop-Up Music Services immediately.

By providing Content to Pop-Up Music you agree to grant certain rights in and to various musical Content and/or lyrical Content and associated master recordings, versions, mixes or remixes of those Content to Pop-Up Music upon the terms of this Agreement.

DEFINITIONS
1.1 The following terms shall have the following definitions within the context of this Agreement:

“Act” shall mean the Copyright Designs and Patents Act 1988 or any amending or substituting legislation currently in force from time to time;

“Agreement” shall mean this agreement and any and all schedules annexes and exhibits attached to it or incorporated into it by reference;

“Composition(s)” shall mean original musical composition(s) (and lyrical content if applicable) written by you;

“Content” shall mean collectively the Composition(s), the Masters and all other underlying rights attached to such;

“Customer Agreement” shall mean the licence agreements that Pop-Up Music enters into with its customers with regards the use and/or exploitation of your Content;

“Deliver” in the context of the Content shall mean to provide Pop-Up Music with a finished Master recording via We Transfer or an equivalent service approved by Pop-Up Music;

“Group” shall mean a group comprising two or more individuals;

“Masters” shall mean finished, fully edited, mixed and mastered recording of the Content in wav format or other digital media approved by Pop-Up Music and all versions, mixes and cut-downs of the composition recording to be Delivered to Pop-Up Music under the terms of Clause 5 below; and

“Territory” shall mean the world.

1.2 Any reference in this Agreement to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended, modified, extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders and regulations for the time being pursuant to or deriving validity from it.

1.3 Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and words denoting gender shall include all genders and words denoting persons shall include bodies corporate, unincorporated associations and partnerships.

1.4 Where the context so admits, the product of the services of you shall include the entire contribution made by you in connection with the Content including, without limitation, the creation, alteration or amendment of any work in which copyright subsists including, for the avoidance of doubt, any Master recording or lyrical content created by you as part of the creation of the Work.

CONSIDERATION
In consideration for the commission and for the assignment of copyright set out in this Agreement, Pop-Up Music shall pay to you the sum of £1 (receipt and adequacy of which is acknowledged by the parties) upon signature of this Agreement.

TERM
3.1 Subject to any prior termination in accordance with clause 13 the Term shall commence on the date on which Content is Delivered to Pop-Up Music and shall continue in perpetuity until the Agreement is terminated by either party giving the other 3 (three) months prior notice.

THE CONTENT
4.1 In order for Pop-Up Music to upload your Content to the Site, you must first register with the Site using our online registration process. In doing so, you agree to:

4.1.1 provide true, accurate, current and complete information about yourself as prompted by the Site's registration process; and

4.1.2 maintain and promptly update that information to keep it true, accurate, current and complete.

4.2 Upon registering you will be required to provide Pop-Up Music with your name, address and a valid email address. Where you is a Group these details are required for each member of that Group. In accordance with these terms and conditions and Pop-Up Music’s privacy policy (which can be found here http://pop-upmusic.com/policy-on-privacy-data-cookies-and-marketing-communications/), Pop-Up Music shall use these details to contact you with information about the Site, the Content and/or your registration. You will also be required to provide your bank account details in order for Pop-Up Music to make payments to you in accordance with this Agreement as well as any relevant PRS and/or PPL registration numbers. Following registration Pop-Up Music shall provide you with a username and password.

4.3 Following registration, you shall deliver to Pop-Up Music the Content and associated mixes and versions thereof and you shall grant Pop-Up Music an unlimited licence to acquire the Content and to upload it onto the Site. Following uploading of the Content Pop-Up Music shall either accept or reject the Content within 10 (or such other period as Pop-Up Music shall notify you of in advance) working days of uploading. If accepted, you will be required to provide the following information (“Master Information”):

4.3.1 Name of the track;

4.3.2 Names of composers of music and lyrics embodied on the Master;

4.3.3 CAE numbers for all composers of the music and lyrics embodied in the Master;

4.3.4 Tempo of Master;

4.3.5 Length of Master;

4.3.6 Confirmation that you own the whole of the Master;

4.3.7 Keywords (no two keywords to contradict each other); and

4.3.8 Such other information as Pop-Up Music may reasonably request from time to time in connection with the Master or Content, as set out in the Site.

Subject to Pop-Up Music’s approval of the submitted Master Information, the relevant Content will then be accessible to third party customers via the Site.

4.4 You shall be responsible for maintaining the confidentiality of your email address, username and password and are fully responsible for all activities that occur under your email address, username and password. You agree to:

4.4.1 immediately notify Pop-Up Music of any unauthorised use of your email address, username, password or account or any other breach of security and

4.4.2 ensure that you exit from your account at the end of each session. Pop-Up Music will not be liable to you or any third party for any loss or damage arising from your failure to comply with this provision.

4.5 Each time Pop-Up Music uploads your Content, you will be required to complete the Master Information for that track.

4.6 You may provide Pop-Up Music with further Content to add to the Site by providing Pop-Up Music with the applicable Content. Pop-Up Music will then review any newly submitted Content in accordance with Clause 4.3 above. If accepted, you will supply Pop-Up Music with the applicable Master Information for the new Content in accordance with Clause 4.3 above. Each time you provide further Content you will be asked to agree to an exclusive licence governed by the terms of this Agreement. You may provide Pop-Up Music with batches of Content containing more than one track whereby the whole batch of Content will fall under the terms of the exclusive licence.

4.7 It is understood and agreed that Pop-Up Music shall be entitled at its sole discretion to remove Content from the Site for any reason. At your request Pop-Up Music shall inform you why the Content has been rejected and/or removed from the Site. Pop-Up Music may also at its sole discretion update, amend or change the applicable information for such Content but for the avoidance of doubt, Pop-Up Music shall not alter or change the title of any of the Content without prior permission from you.

4.8 You must notify Pop-Up Music in writing immediately when you become aware of any changes in or to you and/or any Master Information provided including (but without limitation) the identity of any leaving and/or joining members of you where you is a Group. You will procure that any new, replacement and/or joining members of the Group will abide by and agree to this Agreement in respect of any Content comprising the performances, songwriting and/or other services of such new member.

GRANT OF RIGHTS
5.1 During the Term and in the Territory you shall grant to Pop-Up Music a non-transferable, exclusive licence to:

5.1.1 use and/or exploit the Content in the Territory;

5.1.2 host the Content on the Site; and

5.1.3 licence the Content to third party customers.

5.2 You also grant to Pop-Up Music a non-exclusive licence to use your name and image for promotional purposes.

5.3 You acknowledge that Pop-Up Music have advised you that Pop-Up Music may enter into one or more Licence Agreements for Content Delivered by you. To the extent that any Licence Agreement contains any provisions less favourable to you than the provisions contained herein (including without limitation the length and number of contract periods and release provisions) you hereby agree that the terms of this agreement shall be deemed varied and amended with effect from the date of any such Licence Agreement so that the relevant provisions herein shall be deemed to be those specified in any Licence Agreement.

MORAL RIGHTS
You hereby grant to Pop-Up Music all necessary consents and waive all so-called moral rights under the Act or as may be required under any other laws now or in the future in force or as may be required under any other laws now or in the future in force in any part of the Territory and you hereby undertake promptly upon request to execute and deliver any deed or document including without limitation any confirmatory assignment or other document and to do any act or thing reasonably required by Pop-Up Music to confirm Pop-Up Music’s title to the Content.

OBLIGATIONS OF YOU
7.1 You warrant, undertake and represent (or in the case of a Group warrants, undertakes and represents on behalf of each member of the Group) to Pop-Up Music that:

7.1.1 you are entitled to enter into this Agreement and that there is no (and you undertake not to enter into any) oral or written commitment to which you are a party which would cause you to be in breach of the Agreement or which would cause Pop-Up Music to be in breach of any third party rights or would inhibit the exercise by Pop-Up Music of any of its rights set out in this Agreement;

7.1.2 prior to Delivering the Content you have obtained all consents, clearances, licences and permissions (and/or paid any applicable fees in such respect) to allow Pop-Up Music to upload such Content, and to allow Pop-Up Music to use and/or exploit such Content under the terms of this Agreement.

7.1.3 you are able to transfer the said rights in the Content to Pop-Up Music free of any encumbrances or obligations to third parties;

7.1.4 none of the Content is subject to any recording and/or music publishing agreements with any third parties;

7.1.5 all of the Content is or will be original to you;

7.1.6 none of the Content contains any so-called “samples” or any copyright material belonging to third parties;

7.1.7 Pop-Up Music shall have the right and licence during the Term to use your individual name(s) professional name(s) approved biography and approved likeness in connection with the exploitation of the Content as set out under this Agreement;

7.1.8 you shall at Pop-Up Music’s request and expense do all further acts and execute all such further documents, deeds and instruments from time to time reasonably necessary to vest the rights herein granted to Pop-Up Music and for the protection and enforcement of the same;

7.1.9 no Content will include any defamatory material or be otherwise prejudicial to the name and reputation and business of you or Pop-Up Music or any other person or business;

7.1.10 you will not compose any Content which you will attribute to any other person as the author thereof or in respect of which you will use a pseudonym which you do not notify to Pop-Up Music and that you will not claim to be the author of any Content of which you are not the author;

7.1.11 you are not a minor (or where a Group no member of the Group is a minor);

7.1.12 you are a member of a performing rights society and that you will notify Pop-Up Music the Society of which you are a member and shall provide Pop-Up Music with your applicable CAE number; and

7.1.13 you will complete the online track information in respect of each of the Content in accordance with Clause 4.5.

7.2 You agree to indemnify Pop-Up Music from any and all claims, costs, damages and liabilities incurred by Pop-Up Music directly from the consequences of breach by you of any warranty or representation made by you to Pop-Up Music.

OBLIGATIONS AND RIGHTS OF POP-UP MUSIC
8.1 Pop-Up Music undertakes to use all reasonable endeavours to ensure prompt and proper accounting to it of all income arising from exploitation of the Content.

8.2 Pop-Up Music shall have the right to:

8.2.1 use your approved name, likeness, and biographical material (for the avoidance of doubt, any materials provided by you shall be deemed approved for the purpose of this Agreement) in connection with the publication, sale, exploitation and promotion of the Content or in the promotion of the business of Pop-Up Music or any associated company of Pop-Up Music;

8.2.2 immediately remove any Content at its sole discretion without any prior notice; and

8.2.3 create edits (shortened versions) and clips of Content for the purposes of making those edits available to customers and allowing customers to audition the Content (respectively).

LICENCE FEES AND REPORTING
9.1 Pop-Up Music shall be entitled in its absolute discretion to determine all the terms of any Customer Agreement including (without limitation) any applicable licence fees that customers pay for the use and/or exploitation of the Content. However, Pop-Up Music will exercise its commercial judgement to set competitive rates for the musical Content that are offered via the Library.

9.2 In addition, Pop-Up Music may allow customers to audition the Content or clips of the Content free of charge via the Site.

PAYMENTS TO YOU
10.1 Pop-Up Music shall pay to you in respect of the Content the royalties provided below.

10.2 Licence Royalties

10.2.1 Pop-Up Music shall pay to you 80% (Eighty percent) of the Net Revenue that Pop-Up Music receives from as a result of a Customer Agreement in relation to your Content (the “Individual Licence Royalty”). Net Revenue shall mean all sums received by Pop-Up Music from the Customer in respect of purchases of the Content less any charges incurred by Pop-Up Music which shall include (without limitation):

(a) any costs generally incurred in processing the customer’s payments;

(b) any amounts payable to any applicable rights income collecting societies, licensees, agents and/or agencies;

(c) VAT.

ACCOUNTING
11.1 You will provide Pop-Up Music with your bank details in order for Pop-Up Music to make payments to your share of Net Receipts or other monies due to you hereunder. Where you are a Group, Pop-Up Music shall have fulfilled all its obligations under this Agreement in making payments to the nominated bank account using the details disclosed to us under clause 4.2, and shall have no liability whatsoever, howsoever arising, to the Group or the individual members thereof for any failure of the Group to account thereafter to its members for their respective shares of such monies. You must notify Pop-Up Music immediately in writing of any changes to your nominated bank account, failing which Pop-Up Music will have fulfilled all its accounting obligations under this Agreement in continuing to pay your share of Net Receipts or other monies to such nominated bank account.

11.2 Pop-Up Music shall pay the Individual Licence Royalty to you on a half yearly basis no later than 90 days following the end of each half-year.

11.3 In the event that there is a delay in the customer providing adequate reporting to enable Pop-Up Music to calculate the royalties due to you, Pop-Up Music’s obligation to pay such royalties to you shall be suspended until the half year payment date following the date that such adequate reporting is received, provided that Pop-Up Music shall use all reasonable endeavours to procure such reporting from the customer.

11.4 Should the aggregate of fees payable to you be less than £50, the distribution will not be made and the funds will be carried forward to the next reporting period. Pop-Up Music shall be entitled to deduct reasonable third party costs associated with processing such payments.

11.5 You will be solely responsible for making any and all payments to third parties (including, but not limited to, to any applicable producer, mixer and/or remixer) in respect of Pop-Up Music’s use of Content (except where specifically set out in this Agreement) and also including (but not limited to) where you are a Group the distribution of your share of Net Receipts to Group members.

11.6 Pop-Up Music shall maintain proper accounting books and records and shall provide half yearly statements to you within ninety days after each 30th June and 31st December in respect of all monies due to you and received by Pop-Up Music in the UK within the previous half year.

11.7 You shall be entitled (at your expense) to inspect our accounting books and records (insofar only as they relate directly to the exploitation of your Content) once per year upon reasonable notice save that all accounts shall be conclusive after two years from the date of issue.

11.8 Pop-Up Music shall have no obligation to account any monies to you until and unless those monies have been received by Pop-Up Music in the UK.

11.9 All payments due under this Agreement shall be remitted by Pop-Up Music in sterling payable to the bank account nominated from time to time by you. All sums received by Pop-Up Music in the UK in respect of the Content in a foreign currency will be converted into sterling by Pop-Up Music and for the purposes of this Agreement Pop-Up Music shall be treated as having received the sterling amount actually received by Pop-Up Music as a result of such currency conversion.

11.10 All sums due to you under this Agreement shall be non exclusive of commission properly deducted by sub-publishers, licensees, agents and rights income collection societies and agencies.

11.11 All sums due to you under this Agreement shall be non exclusive of VAT and other similar taxes where appropriate and if and to the extent only that VAT is or becomes payable on any such payment, you will either render to Pop-Up Music a VAT invoice in respect thereof, upon receipt of which, Pop-Up Music will make payment to you of the amounts shown to be due to the extent not already paid or you will provide Pop-Up Music with details of their VAT registration number.

COPYRIGHT BREACH PROCEDURE
12.1 If Pop-Up Music receives any claim that any Content is in breach of a third party copyright or other rights:

12.1.1 it will promptly notify you together with such details as may be available; and

12.1.2 Pop-Up Music and you will consult promptly to establish whether or not the claim has good foundation.

12.2 Notwithstanding the above, Pop-Up Music is entitled to defend the claim as it thinks best and you will give Pop-Up Music all assistance reasonably required and Pop-Up Music is entitled to settle any such claim on such terms as it deems appropriate and upon the best terms that it can obtain on the understanding that any shares of fees or royalties due to the third party copyright owner shall be satisfied out of the shares of fees or royalties due to you under this Agreement and any outright payment shall be deducted from your royalty account.

12.3 Notwithstanding Clause 12.2 if you are advised by your legal advisors to maintain the defence you shall be entitled to do so subject to you indemnifying Pop-Up Music against all claims, losses, costs and expenses in arising in relation thereto.

TERMINATION
13.1 Either party may terminate this Agreement by written notice to the other:

13.1.1 if the other party is in material breach of this Agreement, which, if remediable, it has failed to remedy within thirty (30) days of receiving written notice by registered mail or email from the terminating party requiring it to do so; or

13.1.2 if the other party becomes or is deemed insolvent or bankrupt, is subject to any provisory administration and/or attachment or collective procedure on any substantial part of its assets.

13.2 Any removal of Content and any termination of this Agreement shall be without prejudice to licences already granted (or firmly quoted/offered) by Pop-Up Music at the date of such removal, revision or termination.

13.3 You may terminate this Agreement by written notice to Pop-Up Music in the event that you are offered either a recording or publishing contract by a third party, for the purposes of handing back to you the necessary rights to the Content to enable you to enter into such recording and/or publishing deal.

MISCELLANEOUS
14.1 This Agreement and the rights hereby granted may be assigned or transmitted by Pop-Up Music to any third party without the prior consent of you provided that the acquiring party undertakes to fully observe all the obligations of Pop-Up Music to you contained herein.

14.2 This Agreement is subject to the Pop-Up Music Site Terms and Conditions (as amended from time to time), which can be located at: http://pop-upmusic.com/terms-and-conditions/

14.3 Any notice to be given under this Agreement shall be in writing and to be effective shall be delivered by one party to the other by email.

14.4 This Agreement shall not be deemed to constitute a partnership or joint venture or contract of employment between the parties.

14.5 You shall sign, do or procure to be done all such further acts and things and execute or procure the execution of all such other documents, as Pop-Up Music may from time to time reasonably require in order to give Pop-Up Music the full benefit of this Agreement, whether in connection with any registration of Content with the Performing Right Society or otherwise.

14.6 If any provision or Clause of this Agreement shall be prohibited by or adjudged by a court to be unlawful, void or unenforceable the validity or enforceability of the remainder of this Agreement shall not be affected and shall remain in full force and effect.

14.7 This Agreement and any claims or disputes arising under or in connection with it (whether contractual or not) shall be governed by and construed in all respects in accordance with English Law and the parties submit to the exclusive jurisdiction of the English courts.

By ticking the “I accept” box you agree to abide by all of the terms of this Agreement.