Standard License Agreement
This is an agreement between NEO Sounds Ltd. (hereafter "NeoSounds") and you (business entity, company, individual or other legal entity etc., acting itself or through a legal representative - hereafter, "Licensee" or "You"). By purchasing a music license from NeoSounds or from 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"):
- Audio Clip: a sound recording (including underlying musical works) available for license from NeoSounds.
- Project or End Product: a media, audio/visual project to which Audio Clip is synchronized, including all its versions, multiple episodes, trailers, variations, updates or re-releases that come under the same Project / title.
- Territory: worldwide, except where expressly limited to a single territory.
NeoSounds grants Licensee the limited, non-exclusive, non-transferable right and license (hereafter "License"), through Territory, in perpetuity, to use Audio Clips in an unlimited number of Licensee's Projects (except where expressly limited to a single Project), in accordance with the terms and conditions of this Agreement.
3. Allowed Uses
Licensee may use Audio Clips in the following types of Projects:
- Video/Film productions;
- Online videos (YouTube, Vimeo, MetaCafe, Facebook, etc.), social media and podcasts;
- Online advertising & commercials;
- Website background audio;
- Applications & games (online, computer, video, flash and mobile);
- Slideshows, multimedia presentations, educational courses (including those online), and audiobooks;
- TV/radio shows (programs, news, documentaries, TV series, talk shows etc.);
- Radio advertising & commercials;
- Film and theatrical festivals (student and professional);
- Commercial theatrical releases;
- Any other commercial or non-commercial use, the purpose of which is to synchronize Audio Clips to a visual image (hereafter, "Sync Use") or to use Audio Clips as background audio to multimedia content.
This License does not include the use of Audio Clips in the following types of Projects:
- TV advertising & commercials;
4. The Scope of the License
- Unlimited number of free (not for profit) worldwide online video/podcast views, e.g. YouTube, Vimeo, Facebook etc. (except in the case of monetized videos/podcasts);
- Up to 10 million worldwide impressions/exposures of monetized online videos (YouTube, Vimeo etc.), online advertising impressions, on-site or in-app ad impressions, etc.;
- Unlimited number of worldwide users/visitors of free (not for profit) online Projects, e.g. free online games, apps, courses, websites, etc.;
- Unlimited number of free (not for profit) worldwide physical or digital copies, reproductions or downloads of End Product;
- Up to 5,000 worldwide physical or digital copies, reproductions, downloads of revenue generating Projects / End Products, including the number of sales transactions for accessing online streaming videos, films, podcasts, paid online apps & games, in-app purchases etc.;
- Local TV show and film broadcasts (in one city, excluding the capital city, limited to a single project);
- Local radio show broadcasts (in one city, excluding the capital city, limited to a single project);
- Local radio advertising & commercials (in one city, excluding the capital city, limited to a single project);
- Student and professional film festivals worldwide (limited to a single project);
- Local commercial theatrical releases (in one city, excluding the capital city, limited to a single project).
5. Limitations of Use
Licensee may not:
- Transfer the rights, sublicense, sell, resell, present, lease, lend, distribute, share, make available for download, and/or transfer Audio Clips to any other individual or production company;
- Create/produce new musical works based on Audio Clips (musical compositions, songs) or release and distribute them;
- Use/include Audio Clips in different types of music compilations, such as music compilation CDs/DVDs, music albums, where Audio Clips are stand-alone elements/tracks;
- Redistribute Audio Clips as a part of different multimedia templates (e.g. website templates, video templates, e-card templates, slideshow templates, etc.) that are subsequently offered to multiple end-users;
- Redistribute Audio Clips as a part of commercially-produced and commercially-released on-hold systems that are subsequently offered/sold to multiple end-users;
- Use or redistribute Audio Clips as a part of telephone or mobile phone ringtones.
6. Broadcast / Public performance
Broadcast and public performance use requires filling in and submitting a cue sheet (reporting the use of music) to a local Performing Rights Organization (hereafter, "PRO") or providing a broadcaster with the proper cue sheet. Cue sheet submissions are required for Audio Clips registered by a composer/publisher with a PRO. If a composer/publisher of Audio Clips is not a member of any PRO, then reporting the use of Audio Clips is not required. Please read more about music cue sheets & performing rights organizations.
7. Editing Audio Clips
Licensee may edit, modify, alter Audio Clips (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 Audio Clips), Licensee does not acquire any copyright ownership or equivalent rights in or to any of Audio Clips and Licensee shall use such derivative work only in accordance with this License.
8. Copyright & Ownership
Audio Clips are copyrighted and are protected under the various laws of international treaties, the United States, and other applicable laws and remain the sole and exclusive property of their respective copyright owners.
9. Refund Policy
NeoSounds is unable to accept cancellation of any orders for digital downloads, nor to offer any refund for such orders, once Licensee has commenced downloading. Each of Audio Clips has a sample, extract, or preview that is available for Licensee's evaluation before purchasing and 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 in case where Audio Clips are corrupted, a refund can be issued by request.
10. 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 Audio Clips and destroy all copies of Audio Clips.
11. Representations & Warranties
NeoSounds represents and warrants that it has full authority to grant all the rights contemplated by the terms set in this Agreement, and that it has obtained all necessary permissions from copyright owners or their legal representatives to grant such rights to the Licensee.
12. Limitation of Liability
In no event shall NeoSounds' total aggregate liability to Licensee, or to any third party claiming through Licensee, arising out of or in connection to Licensee's use of or inability to use Audio Clips (whether in contract, tort, or otherwise) exceed the monetary amount actually paid by Licensee to NeoSounds for use of Audio Clips. Licensee's sole remedy shall be a refund and Licensee agrees that this License is granted to them without any further warranty or recourse.