LIQUIDITY MUSIC – Single Use License
Terms and Conditions
In these Terms and Conditions:
“Publisher” means LIQUIDITY MUSIC (Jeremy Spencer);
“Publisher Work” means each Musical Work the copyright in which is owned or controlled in the world by Publisher and which is listed in the Publisher music library accessible via the Website and/or the Sound Recording embodying the Publisher Work;
“Delivery Date” means, in relation to a Production, the date of delivery of the final version of the Production to the party that has commissioned it from the Licensee (or the party to which the Licensee is selling the Production, where it has not been commissioned), or where the Production consists of a series of episodes, delivery of the final episode;
“Licence Fee(s)” means the licence fee payable by the Licensee to Publisher at Publisher’s then current licence fee rate(s) as published on the Website for the relevant Publisher Work downloaded by the Licensee;
“Licensee” means the individual or company registered with the Website who wishes to obtain a licence from Publisher to exploit Publisher Works and/or the client of the individual or company registered with the Website, if that individual or company is working on behalf of a client who wishes to obtain a licence from Publisher to exploit Publisher Works;
“Musical Work” means any work consisting of music and any lyrics or words written to be used with the music (if applicable). It includes any part of such a work;
“Permitted Exploitation” means the usage that the Licensee selects when downloading the Publisher Works via the Website and such other uses as Publisher may agree to in writing on a case by case basis;
“Production” means an individual audio visual production. For the purposes of the terms and conditions, the following shall be deemed to be an individual audiovisual production (without limitation):
(a) each single episode of a television series;
(b) each single audio visual video, broadcast or streamed on a website;
(c) each single advertising commercial;
“Record” means any device, whether audio-visual and/or audio alone, embodying a Sound Recording in physical, non-physical, magnetic and/or other format whether now known or in the future developed, including, without limitation, vinyl. CD, DVD, Blu-Ray, permanent and/or semi-permanent download, digital streaming or any other device or media used for recording and emitting sounds whether alone or in conjunction with visual images and/or any form of reproduction, transmission or communication of sound whether known now or in the future developed and/or invented.
“Registration Date” means the date that the Licensee first downloads a Publisher Work via the Website;
“Adapted Version” means a piece of audio-visual material that is produced by editing the content of a Production into a different form. Adapted Versions will comprise substantially the same content as was contained in the original Production, but may include some new content, provided that it is related to the original content;
“Sound Recording” means a recording embodying a Musical Work for exploitation either via a Record or otherwise.
“Term” means a period of 3 months starting on the Registration Date, subject to any earlier termination in accordance with these Terms and Conditions;
“Territory” means, in the case of the distribution territory covered by this licence, the World and in the case of the synchronisation territory covered by this licence, the country in which the Licensee carries out its business in accordance with the Licensees Website registration details; and
“Website” means the Publisher website at www.liquiditymusic.com
Subject to these Terms and Conditions, Publisher hereby grants to the Licensee a non-exclusive, non-transferable, revocable licence during the Term to reproduce (including by way of s synchronization and/or mechanical reproduction) Publisher Work(s) in the territory of the world into one single Production.
There is no restriction on the number of different Publisher Works that the Licensee may reproduce in any single Production and the Licensee may reproduce a Publisher Work either in whole or in part in the single Production covered by this licence.
The Licensee may edit or re-edit a Publisher Work to the required length for the purposes of production only, but this is the only form of editing or re-editing of a Publisher Work that is permitted under these Terms and Conditions. Any such editions or re-editions shall remain the copyright of Publisher.
The licence granted hereunder covers distribution of the Production containing Publisher Works worldwide for the Permitted Exploitation.
Provided that the synchronization of a Publisher Work into the Production takes place during the Term, the licence granted hereunder will run in perpetuity in relation to that Production only.
The Licensee shall be entitled to sub-licence any of the rights granted by Publisher hereunder to a financially responsible third party provided that Licensee shall remain primarily liable to Publisher for all of its obligations hereunder.
EXTENT OF THE LICENCE
Any rights not granted pursuant to the terms of this Agreement are reserved by Publisher, including without limitation::
the right to make adaptations and arrangements of and alterations to the Publisher Works and/or the Sound Recordings including the right to alter the lyrics or add new lyrics thereto to or to provide translations of the Publisher Works or new lyrics in other languages or to add music or authorize others to do so;
the right to make literary versions of the Publisher Works or literary works based upon the Publisher Works throughout the Territory or any part thereof and to print publish and sell such literary versions (as well as the dramatic versions aforementioned) throughout the Territory or any part thereof;
the right to use or permit others to use so-called sampled extracts from any of the Sound Recordings embodying Publisher Works;
the use of the lyrics or any part thereof from the Publisher Works with music other than that written to be used with such lyrics or hereby authorized for use with the lyrics
the right to print, publish, lease, hire and sell and cause to be printed, published, leased, hired and sold copies of the Publisher Works in the Territory and to collect any royalties or fees payable by reason thereof;
The right to broadcast the Publisher Works and make the same available to the public other than in connection with a Production.
The provisions of these Terms and Conditions authorize the making of the Production for the Permitted Exploitation only. In the event that a copy of the Production or the soundtrack thereof is made or used in any way for any other purpose (including, without limitation, retail sale, rental and/or lending, cinematic performance) whether by the Licensee or any other party then that copy shall not be licensed under these Terms and Conditions and a separate licence will be required from Publisher.
It is the responsibility of the Licensee to obtain all necessary consents, permissions and/or licences (whether from third parties or otherwise) required for the exploitation of the Publisher Works and any applicable Production and to pay all applicable fees in relation thereto.
LICENCE FEES AND PAYMENT
In consideration of the licence granted by Publisher hereunder, the Licensee shall pay to Publisher the Licence Fee(s), which shall be non-refundable.
A Licence Fee is payable each time that a Publisher Work is downloaded by the Licensee for use in the Production. The Licence Fee(s) shall cover reproduction of the Publisher Work into one Production. If the Licensee wishes to reproduce the Publisher Work into more than one Production, an additional Licence Fee shall be payable in respect of each such Production. Please contact Publisher for details of such additional licence fees at firstname.lastname@example.org
The Licence Fee(s) must be paid via the Website and are subject to tax where applicable, which shall be payable by the Licensee. For the avoidance of doubt, Publisher shall be under no obligation to provide the Licensee with any Publisher Work or Sound Recording of the same until the Licence Fee(s) has been paid in full
CUE SHEETS AND PERFORMING RIGHTS
Performing Rights Organizations ("PRO"): Public performance rights are not included with this license. This license does not act as a waiver of any PRO fees. In order to use music in Film, TV and/or radio productions (custom license), a cue sheet must be filed with the networks, stations and appropriate PROs. A copy must also be e-mailed to email@example.com - Licensor will provide cue sheet information upon request.
TERMINATION OF AGREEMENT
Publisher shall have the right to terminate the licence granted under these Terms and Conditions immediately by notice to the other party if the Licensee:
commits a breach of these Terms and Conditions which is not capable of remedy; or
commits a breach of these Terms and Conditions which is capable of remedy but which has not been so remedied within 14 days of notice thereof;
is dissolved, becomes insolvent or otherwise unable to pay its debts, ceases to trade, has a trustee, administrator or receiver appointed, has a resolution passed for its winding up or liquidation or makes a general assignment, arrangement or composition with or for the benefit of its creditors.
You agree at all times to keep Publisher fully indemnified from and against any losses, claims, demands and expenses actual and/ or adjudged by a court or tribunal of competent jurisdiction which Publisher may sustain by reason of any breach of any provisions hereof by the Licensee or any warranty, representation or undertaking given by the Licensee hereunder being untrue, inaccurate or unfulfilled.
Neither party shall exclude or limit liability to the other for personal injury (including sickness and death) resulting from the negligence or wilful default of itself.
Except as set out herein, the total liability of Publisher to Licensee in contract, tort or otherwise for breaches by Publisher of its obligations under this Agreement is limited to the amount payable by Licensee to Publisher under this Agreement provided that Licensee notifies Publisher in writing of any potential claim arising under this Agreement within a reasonable time (and no later than thirty (30) days) of Licensee first becoming aware of such potential claim. Publisher shall not be liable to Licensee for any loss of business, contracts, profits, anticipated savings, goodwill, or revenue or for any indirect or consequential loss whatsoever incurred by Licensee, whether or not they have advised in advance of the possibility of any such loss.
The Licensee shall include in each and every Production containing Publisher Works licensed hereunder a suitable credit in the name of Publisher where music credits are given.
The Website Terms and Conditions shall apply to the Licensee’s use of the Website to download Publisher Works. In the event of any conflict or inconsistency between these Terms and Conditions and the Website Terms and Conditions, these Terms and Conditions shall prevail.
Other than as set out herein, the licence granted under these Terms and Conditions is personal and the Licensee shall not assign, sub-contract or otherwise transfer this licence or any of its rights or obligations under these Terms and Conditions in whole or in part without the prior written consent of Publisher.
No delay or omission in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise thereof shall preclude any other or further exercise of any other rights and remedies.
No waiver shall be binding or effectual unless expressed in writing and signed by the party giving it and such waiver shall be effective only in the specific instance and for the purpose given.
If these Terms and Conditions create any rights which would in the absence of this provision be enforceable by any person not a party to these Terms and Conditions, such rights shall not be enforceable.