AUDIOSPARX LICENSE AGREEMENT
This License Agreement governs the terms by which you (hereinafter "you" or "Client"), as a client user of this website, obtain the right to use music tracks,
sound effects, loops, soundpacks, musicpacks, composerpacks and all other media content available at this web site (the "Site"). This is a fairly lengthy document,
and it contains many important provisions that affect Client's rights and obligations. Please read this License Agreement carefully prior to licensing any tracks here.
All music tracks and other types of audio content available for license here (hereafter "Tracks") are licensed on strictly
a non-exclusive basis with either a limited license or with an unlimited license, depending on the type of license selected
by Licensee during the purchase process.
For any music Tracks and MusicPacks (hereafter "Music") purchased by Licensee with a limited license, Licensee may use the Music
strictly within context of a single project the Music was licensed for, under the license terms and parameters as selected by
Licensee during the licensing process. For an unlimited Buyout license, Licensee may use the Music Tracks strictly in context
of the single project that the Music was licensed for, within all media, in perpetuity, throughout the world and Universe.
For all other non-music content, such as sound effects and instrument sounds (hereafter "Non-Music Content"), purchased by Licensee
with a limited license, Licensee may use the Non-Music Content strictly within context of the single project the Non-Music Content was
licensed for. For an unlimited "Buyout" license, License may use the Non-Music Content in multiple projects, within all media,
in perpetuity, throughout the world and Universe.
The copyrights in all Tracks available for license herein are either fully owned by AudioSparx, or AudioSparx is fully
authorized by the copyright owner to sub-license the Tracks. For Music Tracks, this includes both the sound recording ("Master") and, for
Music, the underlying musical composition ("Composition"). Licensor and/or its vendors shall at all times retain all copyrights and
related intellectual property rights with regard to the marketing, sales and sub-licensing of the Tracks and any infringement by
Licensee thereof shall become an actionable violation of this license. The license rights granted herein are conveyed to Licensee
strictly on a non-exclusive basis.
GRANT OF RIGHTS
The rights granted for the use of the Tracks licensed herein are based upon the licensing options available on Licensor's web site as
well as the licensing options and parameters as selected by Licensee. These rights may include one or all of the following, depending
on the licensing options as selected by the Licensor:
1. Synchronization Rights
The right to use the Tracks "synced" with visual images as part of your project or production.
2. Mechanical Rights
The right to re-record, duplicate and release the Tracks as part of your production in the media you select (e.g. CD, DVD, etc).
3. Public Performance Rights
Direct License for Non-Broadcast, Non-Internet Uses - For use of music Tracks licensed herein within any media other than television, radio,
and Internet, a limited direct license is provided by this license, meaning that no performance royalties shall be due from Licensee to Licensor
nor to any Performing Rights Organizations (hereafter "PRO") such as ASCAP, BMI, PRS for Music, etc. for such non-broadcast uses of any music
Tracks licensed herein.
Limited Direct License for Internet Uses - For use of music Tracks licensed herein on the Internet, a limited direct license is provided
by this license, meaning that no performance royalties shall be due from Licensee to Licensor nor to any Performing Rights Organizations (hereafter
"PRO") such as ASCAP, BMI, PRS for Music, etc. However, in the event that the hosting service provider pays performance royalties for any content
that is hosted on its service (e.g. YouTube), then any media content that is deployed to that service provider's system by Licensee shall be
eligible for, and shall earn its prorated share of any performance royalties, as paid by the hosting service provider, for the sole benefit of the
composer(s), lyricist(s) and/or publisher(s) of the music Tracks licensed herein. Licensee shall not share in, nor be eligible to earn any
performance royalties as paid through the PROs by the hosting service provider.
Internet Monetization Via Ad Revenue - For any use on the music Tracks licensed herein on video sharing sites such as YouTube, if the video site
provides an opportunity for content uploaders to monetize content on the video site via ad revenue, Licensee is entitled to monetize their video(s) if they
desire to do so, for their sole benefit. By virtue of this license, Licensee's right to monetize their video(s) supersedes any other competing monetization
claims that may exist from any third parties, and any such claims from third parties should be revoked and eliminated by the video sites. To clarify,
this license shall serve as legal notice to any such video sharing/video hosting sites to immediately remove any competing monetization claims from any
third parties such that the Licensee named herein may monetize their video(s) for their sole and exclusive benefit.
Performance License Exclusion for TV and Radio Uses - For use of music Tracks licensed herein on television and radio, this Agreement does
NOT include a performance license. Such so-called "broadcast" uses require the payment of performance royalties by the broadcaster of the
production to the appropriate PRO in the country(s) of broadcast. This is true whether the production is a show, commercial, infomercial, film, video
or audio-only program or any other type of production for television or radio use.
Broadcasters Obligated to Pay Performance Royalties - If Licensee is not a television or radio station, broadcaster, or network, and is not the
actual broadcaster of the production, Licensee does NOT have to pay performance royalties to any PRO in relation to the license of Tracks herein.
Otherwise, if Licensee is a television or radio station broadcaster or network, then performance royalties for use of music Tracks licensed herein
within a television or radio production which Licensee broadcasts requires the payment of performance royalties to the applicable PRO(s) in the country(s)
of broadcast, at standard rates as charged by the PRO(s) in such country(s), typically in the form of an annual blanket license for music performance
rights. These PRO(s) shall then provide the public performance license, covering the public broadcast or transmission of Licensee's production which
includes one or more music Tracks as licensed herein.
See details further below for the usage details and specific license rights granted for each type of licensing
option available here at this Site.
1. Licensee may not re-record or creatively alter or modify any Tracks in any way without written consent of Licensor.
Licensee may, however, edit the Tracks to fit the needs of their production, including adjusting duration, volume, equalization, tempo or pitch.
2. Licensee may not integrate any music Tracks, as found in the Music part of the AudioSparx web site and represented in this agreement,
into Licensee's own music tracks or music compositions for the purpose of creating new copyrightable derivative music works or productions.
Licensee may, however, integrate any Tracks from the Sound Effects and Instruments part of the AudioSparx web site into Licensee's own
derivative music works and productions.
3. Licensee may not claim ownership or authorship of the Tracks licensed herein.
4. Licensee may not sell, give away or trade the Tracks licensed herein to any other individual or party, although the Tracks
herein can be sold only if embedded within Licensee's derivative production which integrates the Tracks, as permitted with limitations
identified in section 2 above. The stand-aline Tracks may not be resold, traded or given away as part of other music or audio-related
collections, in part or in whole.
5. Licensee may not sell, rent, lend, give away or otherwise distribute the Tracks contained herein as cell phone ringtones.
6. Licensee may not resell, license or otherwise distribute the Tracks licensed herein "as is" (i.e. separate and apart from being embedded
in a Derivative Work), either individually or in a collection, on audio-only CDs or other media or in any kind of audio-only format without first
negotiating with and licensing the content on a per-CD or per-unit royalty rate from Licensor. For any Sound Effect Tracks and Instrument Tracks
licensed herein, such tracks may be embedded into an audio-only song or other audio-only Derivative Work, and such audio-only Derivative Work may
be freely sold and distributed without any requirement to pay residual royalties of any kind to Licensor for such use of the Tracks. Such
permitted audio-only Derivative Works must not be simply a packaging or repackaging of the Tracks licensed here, for the purposes of
reselling or redistributing the Tracks as is, but must be a transformative work that integrates or embeds the Tracks in a creative and
7. Licensor may not record lyrics over the top of any of the Music Tracks available at AudioSparx and copyright such new work
nor release the new song as an audio-only release on CD or any other media. Adding vocals to a Music Track can create a new copyrightable
derivative song and, as such, uses of the music available at AudioSparx in this manner is STRICTLY PROHIBITED. Licensee may, however,
add dialog or in-context singing (vocals) on top of the Music Tracks licensed herein for uses in scenes within film and TV productions,
provided that such vocal overlays or enhancements do not give rise to a separate copyrightable audio work and Licensee does not intend to
create such a new copyrightable audio work.
8. Licensee may not distribute the Tracks independently of a derivative product or production, or with any directions or instructions as to
how the Tracks may be extracted from a production, or with any invitation, suggestion or authorization that the Tracks may be extracted
from a production.
9. Licensee may not alter or delete any "watermark" or other ordinarily imperceptible identifier embedded
within the Tracks.
10. Licensee may not distribute the Tracks in native format or reformatted, filtered, re-synthesized or otherwise edited, for use by any
third party as sounds, music, multi-sounds, samples, multi-samples, programs or patches in a sampler, sample playback unit, website,
compact disc (CD), DVD, computer, software or mobile phone.
For questions about these licensing restrictions please contact Licensor to discuss your desired use of the Tracks.
PRODUCTION CREDIT REQUIREMENTS
If any music Tracks licensed herein are used in an audio/visual production where credits are accorded to other providers
of licensed material, then for such Tracks a production credit shall be accorded in equal size and comparable placement to
other such music credit(s), substantially in the form "Music provided by AudioSparx" with additional credits for
the composer(s) and publisher(s) of each Track. Failure to provide the production credit as required herein shall render this
agreement null and void and Licensee's use of the Tracks licensed herein shall immediately become an infringing use,
subject to legal claim for copyright infringement. For sound effects and instrument sounds, a production credit is optional
and shall be provided at Licensee's sole discretion in the format of Licensee's choosing.
CUE SHEET INFO
For any uses of music Tracks licensed herein within a production that is broadcast on television or radio, Licensee is strictly required to
provide to Licensor a completed cue sheet detailing the use of all music tracks utilized in Licensee's production, including each music Track
licensed herein that is used within the production, so that Licensor may file the cue sheet with the appropriate PRO(s). For the avoidance of
doubt, no such cue sheet is required in connection with in-theater showings or via internet streaming for any and all purposes including,
without limitation, educational uses.
By licensing and downloading music Tracks herein, Licensee hereby agrees to provide required cue sheet information to Licensor. Any failure to
provide required cue sheet information to Licensor within not more than two months after Licensee's production work has been completed and the
production has been released for broadcast in any country shall render this agreement null and void and Licensee's use of the Tracks licensed
herein shall immediately become an infringing use, subject to legal claim for copyright infringement.
The relevant track-specific composer and publisher information for music Tracks licensed herein is listed to facilitate
Licensee's inclusion of this information within their production's cue sheet. If the Tracks licensed herein are contained
within a MusicPack, please contact Licensor to obtain the cue sheet information for the tracks within the MusicPack.
REPRESENTATIONS AND WARRANTIES
Licensor represents and warrants that (1) Licensor has all necessary rights, title and authority to enter into and perform this Agreement; and
(2) Licensee's use of the Tracks in accordance with this Agreement and in the form delivered by Licensor will not infringe, violate or misappropriate
any copyright, moral right, trademark and/or other intellectual property right of any third party and will not violate any right of privacy or right
of publicity, nor give rise to any claim of copyright infringement. Licensor is not liable for any loss, damage, claim or liability arising from or
related to any software program, data errors, digital transmission errors, failures, interruptions or delays, regardless of cause.
Licensee and Licensor agree to defend, indemnify and hold each other harmless from and against any and all claims, costs, losses, expenses,
damages, judgments and liability (including reasonable attorney's fees and costs) which may arise as a result of or in connection with or
that result from any breach of either party's representations and warranties. Each party's obligations hereunder are conditioned upon the
indemnified party giving prompt written notice to the indemnifying party of any claim, action, suit or proceeding. Each party shall give
the other party prompt written notice of any claim which, if proven, would give rise to indemnification obligation hereunder, and the
notified party shall have the opportunity to participate or lead in the defense of such claim, at the notified party's sole expense,
with counsel of the notified party's choice. Licensor will have full authority to resolve any claim on terms that (a) it deems acceptable
and (b) do not impose upon Licensee any financial or other obligation without Licenseeâ€™s consent.
Parties' rights and remedies in the event of a breach or an alleged breach of this agreement by defaulting party shall be limited to affected
party's right, if any, to recover damages in an action at law. Notwithstanding the foregoing, no failure by either party to perform any of its
obligations herein shall be deemed to be a breach hereof, unless the other party has given written notice of the alleged breach and allowed 30
days for the breaching party to cure said breach following such notice. In no event shall Licensor be entitled by reason of any breach or alleged
breach to enjoin, restrain, or seek to enjoin or restrain the production, distribution, exploitation, advertising, promotion, or publicity of
Licensee's project or projects, or elements thereof, which integrate the audio content licensed herein.
RESOLUTION OF OUT-OF-LICENSE SCOPE USES
For variant-priced Tracks, for any such Tracks licensed herein, if it then comes to the attention of Licensor that the licensing options you
have chosen are not appropriate for your intended or actual use of the Tracks, Licensor reserves the right to adjust your license, as
described below, to correct it for your intended or actual use of the Tracks. You agree that Licensor has the right to correct your license
in this situation and if additional monies are due and owing to Licensor, that you agree to pay the difference in order to obtain the correct
license for your intended or actual use of the Tracks. Since you will have already downloaded the Tracks and
Licensor cannot take back the Tracks, you agree that this is the only equitable solution and you will not dispute the Additional Fee Charged
to correct your license fee for the Tracks. Failure to compensate Licensor for the Additional Fee Charged shall render this agreement null
and void and Licensee's use of the Tracks shall immediately become an actionable infringing use, subject to legal claim for copyright infringement.
Should Licensee receive and use the Tracks licensed herein in advance of making payment for this license (i.e. a purchase on credit, or
via Licensor's Studio Download Privileges program), if payment is not disbursed by Licensee and received by Licensor within ninety (90)
days after Licensee's production or project integrating the Tracks licensed herein has been completed and released for broadcast,
distribution or other live production use, in any country, this shall render this agreement null and void and Licensee's use of the
Tracks licensed herein shall immediately become an actionable infringing use, subject to legal claim for copyright infringement.
Licensor generally does not provide refunds. You have the full opportunity to preview all Tracks before you license
them or commence a paid subscription. Once you have subscribed or made a pay-per-track purchase and downloaded any track,
we have no way to take back or remove the Tracks that you may have downloaded. Consequently, all sales are considered to
be final. Any request for a refund, in part or in full, must be submitted in writing via the CONTACT option at the top of
the Site. All refund requests are reviewed on a case by case basis, and certainly, if there is some problem on our end, we will
work with you to resolve the problem. We strive to be fair to our clients. Please note that changing your mind about utilizing
a track, or deciding that you can't afford the purchase after the fact, are not grounds for Licensor to issue a refund.
Acceptance and execution of this license agreement shall deemed to be a confirmation by the Parties to each other that no benefit, either in cash or kind, has been
provided by either Party to any officer or employee, or any relative or associate of any officer or employee, of the other party or any of its associate companies,
in order to secure this license agreement, and; an undertaking that will not provide any benefit, either in cash or kind to any such officer, employee, relative,
or associate as reward or consideration either for securing this contract or any other matter relating to this contract.
ACCURATE INFORMATION & INFORMATION SECURITY
You agree that all information that You provide to Licensor at any and
all times is accurate, complete and not misleading in any material respect. You will not disclose access codes or
passwords used in accessing any area of Licensor's website to any other party and will maintain such codes or
words as confidential. You will exercise due diligence and maintain strict safeguards on all Tracks received by you
from Licensor to prevent unauthorized use or distribution thereof.
This License Agreement is made in Florida, and shall be governed by and construed in accordance with the laws of the United States
of America and of the State of Florida. Any cause of action of Licensee with respect to this agreement must be instituted within
one year after the claim or cause of action has arisen or further action is barred.
This is a legal binding agreement between Navarr Enterprises, Inc. (dba AudioSparx) and Licensee (or Alternate Licensee if this
license is assigned to an Alternate Licensee) and shall inure to the benefit of the respective successors and/or assigns of the parties hereto,
provided, however, that Licensee (or Alternate Licensee) shall remain liable for the performance of all terms and conditions of this Agreement.
Download of any Track or Tracks from Licensor's web site by Licensee constitutes acceptance of these terms. This agreement represents the
full and complete understanding between the parties. AudioSparx reserves the right to modify the Terms & Conditions agreement, as well as the AudioSparx Content License Agreement, as necessary at any time. For vendors participating in the AudioSparx Content License Agreement, vendor agrees to periodically review both agreements on at least an annual basis and, should vendor disagree with any changes, in either agreement, AudioSparx shall release vendor from the Content License Agreement.
If any clause of this agreement is held to be invalid, the agreement continues in effect
with all other clauses in effect.
MEDIA USAGE DETAILS
PERSONAL LICENSING OPTION
Personal or Student Non-Commercial & Educational Use
The Personal Use license option permits for the following types of use:
- For personal enjoyment at home or on a portable music device such as an iPod
- For client demos that you do not sell, give away, distribute or broadcast
- For use in any type of school or student project that you will not sell, give away, distribute or broadcast
- For in-class use by individual teachers in schools or colleges
COMMERCIAL DISTRIBUTION AND BROADCASTING LICENSING OPTIONS
Corporate, Theater and Competition Use
Licensee has the non-exclusive right to synchronize the Track in timed
relation with other audio and/or visual elements within a production, or to use the original sound
recording, for purposes of business-related viewing, business
meetings, corporate videos, employee orientation, in-house training, and instructional and training videos.
Depending on the "audience type" selected for this licensing option, the
production may be displayed, or the original sound recording may be played, within one of the following
- In-House: Meaning for an in-house audience such as Licensee's personnel, job seekers and
other types of on-site guests. This option provides a master use license, a synchronization
license, and a limited mechanical license for in-house use only. Licensee may make copies on any
media necessary for distribution, exhibition and exploitation solely as it pertains to the use of the
Track on an in-house basis.
- Business-to-Business: For a business-to-business environment, meaning for the display to or
performance for actual or potential business clients, whether in an internal setting or an external
non-public setting. This option provides a master use license, a synchronization license, a limited
mechanical license, and a right of non-public performance. Licensee may make copies on
any media necessary for distribution, exhibition and exploitation solely as it pertains to the use of
the Track on a business-to-business basis, NOT for use in products to be sold or given away (instead
use the "Products for Sale or Giveaway" licensing option such uses)
- Public: General public viewing of the created production, or performance
of the track, is permitted at trade shows, theatrical performances, competitive performances and for music-on-hold.
Licensee may make copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to
the use of the Track on a public performance basis, NOT for use in products to be sold or given away (instead use the
"Products for Sale or Giveaway" licensing option for such uses). This licensing option provides a master
use license, a synchronization license, a limited mechanical license and a direct license for public performance.
Additionally for situations where music is to be used as phone system on-hold music, this option includes an electrical
transcription license. Licensee does not have to pay performance royalties to any Performance Rights Organizations.
Product for Sale or Giveaway Use
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements in a software or hardware
product, and reproduce this product up to the licensed number of units allowed in the User License
Agreement's "Per Project Reproduction Allowance", and make these units available
for sale or giveaway. Products for sale or giveaway include Videograms (Videos, CDs, DVDs or similar), Games, Kiosks, Toys,
hardware devices, as well as software or other productions that are available on CD, DVD or for download via the Internet.
This licensing option provides a commercial master use license, a synchronization license, a mechanical license (for audio and
non-visual products) or a videogram license (for CDs and DVDs or similar) and the right to manufacture and distribute said product
up to the number of times (units to manufacture) selected during licensing. It does not express a right to
broadcast the production, nor any public performance rights. Since such products are not for public performance or broadcast,
Licensee does not have to pay performance royalties to any Performance Rights Organizations, nor filoe cue sheets for such uses.
Television Show Production
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements
within a production, as part of the soundtrack, for broadcast throughout the Licensed Territory. Licensee may make
copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to the
use described in this paragraph. Licensee may utilize the Track as part of the soundtrack only for
non-theatrical broadcast viewing by the general public on the licensed form(s) of television (as selected during licensing),
including network TV, cable TV, pay TV, free TV or other television broadcast medium now known or hereafter devised.
This licensing option provides a master use license and a synchronization license only, and optionally a videogram license
if Licensee selects such option during the license configuration process, for the manufacturing of DVDs or other similar
mechanical media. If the videogram license option is not selected by Licensee, manufacturing and distribution of
physical media is prohibited with this license (use the "Product for sale or giveaway" license option instead
for such purposes). Any broadcast of the Track on television will have performance royalties collected by the
appropriate Performance Rights Organizations, typically paid by the TV network or Cable channel that broadcasts the
productionwork, and licensee SPECIFICALLY AGREES TO PROVIDE CUE SHEET INFORMATION to AudioSparx or
its designated agent to facilitate the collection of performance royalties for the composer and publisher of this Track.
Licensee must ensure that the TV network or cable channel broadcasting the production has a current active public performance
blanket license in place from ASCAP, BMI and SESAC, and if not, then Licensee must purchase an additional public performance
license from AudioSparx prior to the broadcast of the production.
Short Film or Commercial Video
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements for use
in a short film or video production less than 25 minutes in length. Commercial use of film/video is permitted
within the selected territory, or for display at film festivals, or for any other video use that is NOT a
feature-length film or major motion picture and is not intended for major theatrical release or television broadcasting.
Distribution (as in DVD distribution) and/or Internet use is also permitted if either of these options are selected
for this license. This licensing option provides a master use license, a synchronization license and a direct
license for public performance. Licensee does not have to provide cue sheet information unless the video is
broadcast on TV, in which case a completed cue sheet must be provided to AudioSparx.
Film or Motion Picture Production
Licensee has the right to synchronize the Track in timed relation with other audio and/or visual elements in
order to create a feature-length film, documentary or similar long-tail video (hereinafter the "Film")
for display in the Licensed Territory. Licensee may make copies of the Film on any media
necessary for distribution, exhibition and exploitation solely as it pertains to use of the Track in
the Film within the Licensed Territory. Licensee may exhibit the Film in theatres or broadcast the
Film on television. This licensing option specifically provides a master use
license and a synchronization license only. A public performance
license is also required for the TV network or Cable channel that broadcasts the Film, and may be obtained
by the TV network or Cable channel by procuring a public performance blanket license from the appropriate
Performing Rights Organization such as ASCAP, BMI, PRS, or other society (hereinafter "PRO")
in the country in which the Film is exhibited or broadcast. Performance of the music
by virtue of a broadcast of the Film shall have, as applicable, performance royalties earned and collected
from the broadcaster by the appropriate PRO in the country of broadcast. Or if the
production is shown in a theatre outside the U.S., the performance royalties are typically
paid by the cinema company or theatre chain that actually renders the performances. Licensee
SPECIFICALLY AGREES TO PROVIDE CUE SHEET INFORMATION to AudioSparx or
the designated publishing administrator to facilitate this collection of performance royalties for
the composer(s) and publisher(s) of this Track.
ADVERTISING AND INTERNET LICENSING OPTIONS
Internet Non-Commercial Use
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements
Internet. The Track may be embedded in an internet presentation file, synchronized
with other audio and/or visual elements, or be embedded directly into a web page as a stand alone audio
file. This licensing option provides both a master use license and a synchronization license,
as well as a direct license for public performance and Licensee does not have to pay performance royalties
to any performing rights organizations such as ASCAP or BMI. This license is strictly for personal,
student, non-profit, educational or informational uses only. Commercial Internet uses such as advertising,
marketing, selling and other commercial for-profit use is prohibited (instead use the license option for
Internet Advertising or Internet Commercial Use).
Internet Commercial or Advertising
Licensee has the right to synchronize the Track in timed relations with other audio and/or visual elements
in Flash, Real Audio, Shockwave, Quicktime or other similar internet presentation formats for use on the
World Wide Web (Internet): The Track may be embedded in an internet presentation file, synchronized
with other audio and/or visual elements, or the embedded directly into a web page for background music or
sound purposes. This licensing option provides a master use license, a synchronization license and a direct
license for public performance. Licensee does not have to pay performance royalties to any Performance
Rights Organizations. Note: Mechanical License Excluded - All Internet commercial uses permitted except
for download of product with track embedded in product, which requires a mechanical license. Select the
Product For Sale or Give-Away licensing option for such use.
Radio Advertising and Production Use
Licensee has the right to synchronize the Track in timed relation with other
audio elements in order to create and broadcast commercial advertisements or promotional
announcements on radio within the Licensed Territory. Licensee may make
copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to use of the
Track in a radio commercial, radio production or promotional announcement within the Licensed Territory.
This includes broadcast radio, cable radio and satellite radio. This licensing option provides a master use
license and an electrical transcription license only. Any broadcast of the Track as part of a radio ad,
announcement or production will have performance royalties collected by the appropriate Performance Rights
Organizations, paid by the company that broadcasts or transmits the production, and licensee agrees to provide
cue sheet information to AudioSparx or its designated agent to facilitate this collection of performance royalties.
Television Advertising Use
Licensee has the right to synchronize the Track in timed relation with other
audio and/or visual elements in order to create and broadcast commercial advertisements and/or promotional
announcements on television within the Licensed Territory. Licensee may make
copies on any media necessary for distribution, exhibition and exploitation solely as it pertains to the use of the
Track in a television commercial or promotional announcement in the Licensed Territory. This licensing option
provides a master use license and a synchronization license. Any broadcast of the music as part of a television
commercial will have performance royalties collected by the appropriate Performance Rights
Organizations, typically paid by the company that broadcasts or transmits the production, and licensee agrees to
provide cue sheet information to AudioSparx or its designated agent to facilitate
the collection of performance royalties as applicable.
Motion Picture Trailer Use
Licensee has the right to synchronize the Track in timed relation with
other audio and/or visual elements in order to create a Motion Picture Trailer for
display in the Licensed Territory. Licensee may make copies on any media
necessary for distribution, exhibition and exploitation solely as it pertains to use of the Track in a
Motion Picture Trailer for display in the Licensed Territory. This license option provides a
master use license and a synchronization license only. Public performances of the music as part of a
Motion Picture Trailer will have performance royalties collected by the appropriate Performing Rights Organizations,
typically paid by the cinema company or theatre chain that actual renders the performances. Licensee agrees to
provide cue sheet information to AudioSparx or its designated agent to facilitate
this collection of performance royalties.
The Definitions presented below are for general information only,
and do NOT grant any additional rights not specifically defined elsewhere in this License Agreement.
Cue Sheet: Used by performance rights organizations for distribution of
royalties collected from licensed TV networks and Cable channels. These royalties are paid by the TV networks and Cable
channels and are generally not paid by the producers of video programs. For both creative and commercial broadcast
productions, cue sheets information should always be provided to AudioSparx or its designated publishing agent.
Performance Rights Organizations: An organization (ASCAP, BMI, SESAC, SOUNDEXCHANGE, SOCAN, PRS,
etc.) that represents its members (composers and publishers) by licensing, collecting and distributing
performance royalties for certain types of public and broadcast performances of copyrighted works.
Motion Picture: As it is used in this License Agreement, a motion picture is
defined as a production whose primary function is non-broadcast theatrical presentations where showings of
the project occur on the same day(s) in multiple theaters and a fee for viewing is charged to the general
Motion Picture Trailer: As it is used in this License Agreement, a motion picture
trailer is defined as a film advertisement. They are typically shown before the screening of another movie, at
a cinema where the films will be exhibited, and/or in the lobby, and/or on the Internet. They are commonly
known as "previews of coming attractions", although they could be any type of advertisement.
Per Project Reproduction Allowance: This represents the number of units that may be replicated or duplicated for any
one project containing the music. For example, a piece of music may be used in a single production/project and
reproduced up to the number of units allowed. The same piece of music may NOT be used in other different
productions/projects, nor can reproductions of the production/project exceed the maximum allowance.
License Territory: Licensee may utilize the licensed content in their
project or production strictly in the geographical territory if any limited territory is specified in the License
purchased by Licensee
License Term: Licensee may utilize the licensed content in their project or production for the limited time
period if any such limited time period is specified in the License purchased by Licensee.
Direct License: For some licensing options, AudioSparx provides a direct license to the
Licensee for the right to perform licensed track in a public performance. Except where stated specifically for a specified use,
AudioSparx does not convey a direct license.