End User Licensing Agreement ("EULA")

IMPORTANT NOTICE:

 

PLEASE READ THIS EULA CAREFULLY BEFORE DOWNLOADING ANY CONTENT. THIS EULA SETS OUT THE TERMS BETWEEN US AND HOW THE CONTENT IS LICENSED TO YOU TO USE.

LICENSE DETAILS:

 

REFERENCE - (Reference Number)

DATE LICENSED - (Date Licensed)

ARTIST NAME – TRACK NAME - (Name of Artist - Name of Track)

LICENSED USE - (Name of usage selected)

TERRITORY - (Territory Selected)

TERM - (Term Selected)

TEAM NAME - (Team Name)

NAME OF LICENSEE - (Name of person)

FEE - (License Fee)

DEFINITIONS

 

AGREEMENT

This end user license agreement, the applicable rate card and licensed use terms set out on the Website, and Schedule 1;

 

COMPOSITION

Any underlying composition comprising either music and/or lyrics upon which the relevant Recording(s) is/are based;

 

LICENSOR(S)

Pre-Cleared LTD, trading as “ClicknClear” a company incorporated in England and Wales under registration number 10350620 whose registered office is at 13 Apsley House, 2 Holford Way, London, SW15 5EY (“Licensor”, “we”, “us”);

 

END USER

You (“you”, “your”);

 

INTELLECTUAL PROPERTY RIGHTS

Patents, rights to inventions, copyright related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

 

TERRITORY

The specific territory in which you have selected that your license is valid for

 

LICENCE FEE

The fee paid for the license

 

LICENSED USE

The usage selected for your license as outlined in Schedule 1

 

RECORDING

The specific sound recording which you have chosen to licence (as set out in the Licence Details) when completing the licensing process on the Website;

 

RATE CARD

The applicable rate card for licensing music from the Website in accordance with the terms of this Agreement (as amended from time to time);

 

TERM

The duration of the licence applicable to the respective Licensed Use which you have selected as part of the licensing process as set out on the website;

 

WEBSITE

Means the ClicknClear website, currently available at www.ClicknClear.com

 

WORKS

Means, collectively, the Composition(s) and/or the Recording(s).

 

 

 

1. This Agreement will form a legally binding Agreement between you and Licensor once accepted. This Agreement, the applicable rate card and licensed use terms set out on the Website and Schedule 1 are to be made a part of this agreement. This Agreement sets out the terms and conditions, which apply to the use by you, as an end user, of the Works, which you have licensed from us.

 

 

2. This Agreement is made on the basis that you are acting for purposes relating to your trade, business, craft or profession. We do not grant licences to individuals acting outside of those purposes. If Licensor becomes aware of (or has reason to believe) there is any use by you of the Works is for purposes outside of your trade, business, craft or profession (for example, private use), that will be deemed a breach of this Agreement entitling Licensor to terminate the Agreement (and any licences granted to you further to this Agreement). Licensor also reserves all its right to seek all remedies at law and in equity for breach of the terms of this Agreement,

 

 

3. Works can be downloaded in the following formats MP3 and Wav such formats being collectively defined as “Digital Content”. We do not accept any liability whatsoever, howsoever arising, for your inability to receive or access the Website and/or the Works, or for any damage caused to your computer and/or associated systems, resulting from the incompatibility of your device and/or its associated systems with such Digital Content.

 

 

4. You are advised to read the terms of this Agreement carefully as it sets out details of any restrictions and limitations upon the use of your chosen Works, as well as details of the permitted use for which the Works may be used. If you wish to licence Works from us, you agree to the terms of this Agreement and your use of such Works is subject to our receipt in full in cleared funds of the Licence Fee.

 

 

5. Licensor hereby grants to you a personal, non-exclusive, non-transferable, limited, right to use the Works for use by a Sports team at a competitive event (this includes and is not limited to Cheerleading, Dance, Hip Hop, Ballet). The Recording, including the Composition may be used only for the Licensed Use (and for no other purpose whatsoever), subject to, and in accordance with, the terms and conditions of this Agreement.

 

 

6. Before you can download and use the Works from the Website, you must scroll through, read and accept the terms of this Agreement and click “I accept” in order for this agreement to be valid between you and us as Licensor.

 

 

7. All rights in and to the Works not expressly granted under this Agreement are expressly reserved to the Licensor and/or the applicable rights-holder.

 

 

8. You must pay the Licence Fee before you can download the Works you have chosen. To pay, please follow the payment instructions on the Website. You promise that all payment information you provide is accurate and that you are entitled to use the payment method you have chosen. If you are using a credit or debit card or PayPal, you confirm that you are authorised to use the credit or debit card or PayPal password and username. If your Licence Fee payment is subsequently declined or Licensor does not receive payment for any reason, Licensor may terminate this Agreement immediately and you may not use the Works.

 

 

9. Licensor may in its own absolute discretion make available to you low quality demo versions of the Works for testing purposes that fall within the Licensed Use.

 

 

10. Notwithstanding anything else in this Agreement, you shall remain responsible for ensuring your use of the Works is only in venues that have all relevant licences and clearances from any collection societies, incorporations or entities managing the licensing in relation of public performance, play-out, dissemination, distribution or broadcast in respect of the rights in the Works in each and every permitted media and applicable territory in which the same are exploited (where applicable).

 

 

11. You shall not grant sub-licences, in whole or in part, of any of the rights granted under this agreement, or sub-contract any aspects of exploitation of the rights licensed to you, without the Licensor's prior written consent.

 

 

12. Licensor may require you to cease all use of any of the Works if it reasonably believes that your use of the Works infringes any third party rights, or breaches any applicable law or regulation. In this instance, the Licensor may, terminate this Agreement immediately on written notice.

 

 

13. You shall comply with all applicable laws in performing your obligations and exercising your rights under this Agreement.

 

 

14. You shall not, infringe any moral rights (as defined in Chapter IV of the Copyright, Designs and Patents Act 1988) that subsist in respect of the Recordings and Composition, save that you will not be required to credit the author of the Recordings and Composition unless notified by Licensor to do so.

 

 

15. If you become aware of any misuse of any of the Works, or any security breach in connection with this Agreement that could compromise the security or integrity of the Works or otherwise adversely affect the Licensor and/or rights holder, you shall, at your expense, promptly notify the Licensor and fully co-operate with the Licensor to remedy the issue as soon as reasonably practicable.  The Licensor may suspend your rights under this Agreement until the misuse or security breach is remedied.

 

 

16. You shall not remove, bypass, circumvent, neutralise, or modify any of the technological protection measures used on the Website.

 

 

17. Licensor or rights holder retains all Intellectual Property Rights in the Works and in any “Derivative Works” (these being work generated or developed following the date of this Agreement which is based on the Works) or an underlying work in relation to this (including translations, musical arrangements, dramatisations, fictionalisations, motion picture versions, sound recordings, art reproductions, abridgements, condensations, or any other form in which a work may be recast, transformed or adapted).

 

 

18. You assign to the Licensor, and shall assign, all other Intellectual Property Rights in any development of the Works or any Derivative Work you may create, by way of future assignment of copyright.  You shall execute this assignment or confirmatory assignment as the Licensor may require.

 

 

19. You warrant that you are entitled to enter into this Agreement and that your use of the Works and any Derivative Works, does not or will not infringe any third party’s Intellectual Property Rights.

 

 

20. Save where expressly provided, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded to the maximum extent permitted by law.

 

 

 21.

 

(a) Nothing in this licence shall operate to exclude or limit Licensor’s liability for:

 

(i)         death or personal injury caused by its negligence;

 

(ii)        any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982;

 

(iii)       fraud; or

 

(iv)       any other liability which cannot be excluded or limited under applicable law.

 

 

(b) Licensor shall have no liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:

 

(i)          loss of profits;

 

(ii)        loss of anticipated savings;

 

(iii)       loss of business opportunity;

 

(iv)       loss of contracts;

 

(v)         loss of goodwill; or

 

(vi)       loss arising from damaged, corrupted or lost data.

 

 

(c) Subject to clause 21(a) Licensor’s liability, whether in contract, tort (including negligence), or otherwise and whether in connection with this licence or any collateral contract, shall not exceed £50.

 

 

22. Licensor warrants that it is entitled to enter into this Agreement and grant the rights granted under this Agreement.

 

 

23. If you fail to comply with any term of this Agreement, Licensor may (without prejudice to any other rights it may have) terminate this Agreement immediately.

 

 

24. You shall indemnify and keep indemnified the Licensor against all claims, costs, damages, expenses (including legal fees) incurred by Licensor arising out of and/or in connection with any breach by you of any of the terms of this Agreement, including any use of the Works other than in accordance with the Licensed Use and the terms of this agreement.

 

 

25. Licensor may assign or otherwise transfer any of its rights under this Agreement. You may not assign or otherwise transfer any of Your rights under this Agreement, whether in whole or in part.

 

 

26. Upon termination of this Agreement or expiry of the applicable Term, all rights granted under this Agreement shall immediately cease and terminate.

 

 

27. This Agreement shall be construed according to the laws of England and the parties agree to submit to the exclusive jurisdiction of the English Courts. No amendment shall be made to it except in writing by all parties hereto.

 

 

28. This Agreement shall constitute the entire agreement between you and Licensor with regard to the subject matter thereof and the parties thereto shall enter into it solely on that basis without reliance on any other representations whatsoever (other than those expressly stated in this Agreement).

 

 

29. Any reference in this Agreement to any statute or statutory provision order or regulation shall be construed as including a reference to that statute or statutory provision order or regulation 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 regulations and directives modifying or extending the same.

 

 

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

 

 

31. The expression “copyright” means the entire copyright including rental and lending right database right and design right subsisting under the laws of the United Kingdom and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world.

 

 

32. All references to “including” shall be deemed to be construed as “including, without limitation” or “including, without limit” and “including “shall be construed accordingly.

 

 

33. Unless otherwise stated references to clauses sub-clauses sub-paragraphs schedules annexures and exhibits relate to this Agreement.

 

 

SCHEDULE 1

Licensed Use

 

1. Sports Mixes allows the licensee to edit, tempo change, add sound effects and alter the music in anyway necessary to create a part of a mix of music to be used for teams at competition and any other similar sports where music is being used in this way. This includes but is not limited to Cheerleading, Dance, Hip Hop and Figure Skating.

 

 

Music to be used only at competition where a performing rights license is held

To be used for non-commercial use (i.e. no brand involvement)

Only to be used to accompany Sports

 

 

2. Online Sports Video allows the licensee to use their sports mix, in context, as part of an online video of their routine for public viewing. This license does not grant the use of a single piece of music for an online editorial video.

 

 

What is not licensed under any of the above?

 

Examples of types of use that are not covered under any of the Licensed Uses include but are not limited to: -

 

No sound recordings produced pursuant to this Agreement are to be manufactured, sold and/or otherwise sold in return for money or money’s worth in connection with the Licensed Use or otherwise;

No sound Recording or Composition is to be used for the purpose of ‘DJ Remixing’ for commercial release.

Exclusions: Any use not expressly stated above, including, without limitation, any use connected with commercial sale or exploitation or in return for payment.

 

Term: means the applicable Licence Period selected by you from the Rate Card.

 

Territory: means the applicable Licence Period selected by you from the Rate Card.

Below you will find a sample license agreement that comes with every track licensed from our site.

 

Here are some quick points to look out for:

 

- The license covers both publishing and master rights

- The license covers mixing and adapting music

- The license covers performance of a routine alongside the track although the venue will need to have a performance license in place

- The license covers uploading a video of the routine to youtube.