Extended License Agreement
This is an agreement between Neo Sounds Limited (hereafter “NeoSounds”) and you (business entity, company, individual, or other legal entity acting on its own behalf or through a legal representative - hereafter “Licensee” or “You”). By purchasing a music license from NeoSounds or one of its authorized resellers, affiliates, or partners (hereafter “NeoSounds Group”), you hereby agree to be bound by the following terms and conditions (the “Agreement”):
1. Definitions
- Recording: a sound recording (including underlying musical works, lyrics, where applicable, and any other elements embodied therein) available for license from NeoSounds;
- Project: a media, audiovisual, interactive, software, or other creative work, or a group of related creative works, that are developed as part of or in connection with the same work, product, or title and incorporate or synchronize the Recording, including its versions, episodes, trailers, promotional materials, companion works and other related content created for, about, or in support of the same work, product, or title, adaptations, variations, updates, and re-releases;
- Territory: worldwide, except where expressly limited to a single territory.
2. License
NeoSounds grants Licensee the limited, non-exclusive, non-transferable right and license (the “License”), except as expressly permitted under Section 5, throughout the Territory, in perpetuity, to use the Recording(s) in multiple Projects of the Licensee, subject to Section 4 and Section 11 and the other terms and conditions of this Agreement.
3. Rights Granted
- Synchronization Rights: the right to synchronize Recording in timed relation with audio-visual images or other media content to create a Project;
- Mechanical Rights: the right to reproduce the Recording as part of the Project;
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The Licensee may use the Recording and exercise the rights granted under this section in the following
types of Projects and for the following uses (hereafter “Allowed Uses”), through any media or methods of
distribution or exploitation now known or hereafter devised:
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Video and Film Productions;
Video and film productions, including corporate videos, promotional videos, commercials, documentaries, student and amateur films, short films, feature films, trailers, web series, TV series, news programs, talk shows, video courses, educational videos, and other audiovisual productions.
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Audio Productions;
Podcasts, audiobooks, audio courses, radio programs, radio shows, and other audio content.
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Advertising and Promotional Content;
Content created to advertise, market, or promote a brand, product, service, organization, or event, including commercials, advertisements, branded content, sponsorship content, and promotional campaigns for television, radio, online, or other media.
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Apps, Games, and Multimedia;
Computer, mobile, and online applications and games, as well as slideshows, multimedia presentations, educational courses, and other interactive or multimedia content.
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Live Performance.
Music used as part of live theatrical performances, including dramatic productions, stage plays, and similar theatrical performances.
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Video and Film Productions;
4. Limitations of Allowed Uses
|
Online Videos and Podcasts
Multiple projects |
Non-revenue-generating: | Unlimited |
| Revenue generating: | Unlimited | |
|
Online Advertising & Promotions
Multiple projects |
Unlimited | |
|
TV & radio
Single project |
Shows, films, series, programs, etc.: | Coverage 15 million (1) |
| Advertising: | Coverage 15 million | |
|
VOD / OTT / Streaming Distribution
Single project |
Shows, films, series, programs, etc.: | National (4) |
| Advertising: | Local / Regional (4) | |
|
Theatrical / Live Performance
Single project |
Non-revenue-generating & festival | Unlimited |
| Revenue generating: | 30,000 paid viewers (2) | |
|
Reproduction & Distribution
All other project type |
Non-revenue-generating: | Unlimited copies |
| Revenue-generating: | 30,000 copies / transactions (3) | |
| 1. | Coverage means the average population within the geographic area served by the TV or radio channel and is measured within a single country. For IPTV and IP radio services, Coverage is based on the combined population of the geographic market or markets in which the service is commercially offered or targeted. Mere technical accessibility of the service from other countries does not expand the Coverage. |
| 2. | Includes all persons charged a fee to attend or watch the Project. |
| 3. | Includes all physical and digital copies of the Project. A digital copy means a copy of a digital file containing the Project downloaded or copied from a remote or connected device and saved on a customer's electronic device. For apps, games, multimedia projects, paid subscriptions, in-app purchases, etc., each sale or transaction granting a right to access or use the Project shall count as one transaction. |
| 4. | National means distribution or targeting throughout a single country. Local / Regional means distribution or targeting limited to a geographically defined area within a single country, where the population of such area does not exceed the applicable Coverage limit specified for TV & radio under this license. Mere technical accessibility of the service from other countries does not expand the permitted territory. |
5. Sublicensing and Transfers
The Licensee may transfer ownership of a completed Project incorporating the Recording to another person or entity (the “Transferee”). Such transfer does not transfer any ownership or rights in or to the Recording itself.
The Licensee or the Transferee may grant a sublicense to a third party for the purpose of distributing, exhibiting, broadcasting, streaming, publicly performing, communicating, or otherwise making the specific Project available to the public, solely to the extent permitted by the Allowed Uses and subject to the limitations set forth in this Agreement, provided that the Recording is used only as incorporated in the Project.
Any such sublicense shall be limited to the rights granted and the limitations imposed under this Agreement with respect to the use and exploitation of the specific Project and shall not grant any independent rights to use, distribute, license, or otherwise exploit the Recording separately from such Project.
6. Prohibited Uses
Licensee may not:
- Transfer, sublicense, sell, resell, lease, lend, distribute, share, make available for download, or otherwise provide any Recording to any third party as a separate or standalone asset, except as expressly permitted under Section 5 with respect to a Project incorporating the Recording;
- Create/produce new musical works based on Recordings (musical compositions, songs) or release and distribute them;
- Use/include Recordings in music compilations, music albums, or similar collections where the Recordings are included as stand-alone elements or tracks;
- Redistribute Recordings as a part of different multimedia templates (e.g., website templates, video templates, e-card templates, slideshow templates) that are subsequently offered to multiple end-users;
- Redistribute Recordings as a part of commercially produced and released on-hold systems that are subsequently offered/sold to multiple end-users;
- Use or redistribute Recordings as a part of telephone or mobile phone ringtones.
- Use the Recordings, in whole or in part, as training data or input for training, developing, testing, or fine-tuning any artificial intelligence (AI) system, machine learning model, generative AI system, or similar technology, or to generate or synthesize music or other content based on or derived from the Recordings using such systems.
7. Public Performance and P.R.O.
Public performance rights are included in this license only for Recordings that are not subject to collection of performance royalties by a Performing Rights Organization (P.R.O.) at the time of the relevant broadcast or public performance.
For Recordings that are subject to P.R.O. performance royalty collection, public performance rights are not included in this license. Such use may require additional licensing from the applicable P.R.O., and Licensee may be subject to additional performance royalty fees.
For such Recordings, Licensee shall, where required, provide the applicable cue sheet to the broadcaster, venue operator, or event organizer, or submit it to the relevant P.R.O. If the broadcaster, venue operator or event organizer does not have the applicable P.R.O. license or other necessary arrangements, Licensee is responsible for obtaining any additional licensing required for the relevant broadcast or public performance.
8. Editing Recordings
Licensee may edit, modify, and alter Recordings (crop, lengthen, shorten, fade, pitch, filter, loop, etc.) to fit the requirements of their Project. If such modification or alteration constitutes a derivative work (a work based upon a Recording), Licensee does not acquire any copyright ownership or equivalent rights in or to the Recording, and Licensee shall use such derivative work only in accordance with this License and subject to the same limitations applicable to the Recording.
9. Copyright & Ownership
Recordings are copyrighted and protected under applicable copyright laws and international treaties and remain the sole and exclusive property of their respective copyright owners.
10. Refund Policy
NeoSounds does not accept cancellation of orders for digital downloads or offer any refund for such orders once Licensee has commenced downloading. Each Recording has a sample, extract, or preview available for Licensee’s evaluation before purchasing that clearly demonstrates the content of each item, thereby giving Licensee a clear understanding of what is being purchased.
However, in case of technical issues or errors on the website associated with payments or charges, or if Recordings are corrupted, a refund can be issued by request.
11. Termination & Cancellation
In the case of a sale being reversed or cancelled or of money being refunded to Licensee for any reason, all rights granted under this Agreement will immediately terminate. Licensee must stop their use of Recordings and destroy all copies of Recordings.
12. Representations & Warranties
NeoSounds represents and warrants that it has full authority to grant all rights expressly granted under this Agreement and that it has obtained all necessary permissions from copyright owners or their legal representatives to grant such rights to the Licensee.
13. Limitation of Liability
In no event shall NeoSounds’ total aggregate liability to Licensee or any third party claiming through Licensee arising out of or in connection with Licensee’s use of or inability to use Recordings (whether in contract, tort, or otherwise) exceed the monetary amount actually paid by Licensee to NeoSounds for use of Recordings. Licensee’s sole remedy for any such claim shall be limited to a refund of the amount actually paid by Licensee to NeoSounds for the affected Recording(s), subject to the terms of Section 10.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
Please note: Even if performing rights are not included in this license, you are still generally not required to obtain an additional license from a P.R.O. for Recordings whose performance royalties are collected by a P.R.O. If your Project is performed or broadcast on TV, radio, Netflix, YouTube, in cinemas, etc., you are covered in most cases. In such cases, the relevant platform, broadcaster, venue, or event organizer already has the necessary public performance license or licensing arrangements in place and pays the applicable fees for the right to publicly perform music, including music embedded in audio/visual productions.
If, however, your Project is performed or presented in a public place (e.g., at a public event, trade show, convention center, or on a digital billboard), always check with the event organizer or venue operator whether it has the necessary public performance license or licensing arrangements in place. Otherwise, you may be required to obtain your own public performance license from a P.R.O. for such Recordings.
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