Molecular Originals Master License Agreement
Whereas Molecular Sound Group Ltd, a limited liability company registered in accordance with the laws of the UK, with its headquarters located at Molecular Sound, 2 Academy Buildings, Fanshaw Street, London N1 6LQ (hereinafter the “Molecular Originals”), owns or administers certain rights in and to the musical Compositions and Masters in its Catalog, available for download at this Website and you wish to obtain license in order to use certain Works in Productions on a non-exclusive basis;
Now therefore, for good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed as follows:
The Master License Agreement is comprised of this document, together with the applicable single Selected License (as defined below) you chose, and an invoice rendered to you in connection with the transaction referred to above (collectively, the “License Agreement”) and constitutes a binding agreement between you and Molecular Originals.
- Definitions
- Website: this website located at https://molecularoriginals.com/.
- Composition(s):compositions owned, controlled or managed by Molecular Originals directly or indirectly through a subsidiary and/or a third party or so acquired (or re-acquired) by Molecular Originals and made available via Website.
- Master(s): master recordings of Compositions owned, controlled or managed by Molecular Originals directly or indirectly through a subsidiary and/or a third party or so acquired (or re-acquired) by Molecular Originals and made available via Website.
- Catalog:digital catalog of Compositions and Masters.
- Work: masters and Compositions.
- Production(s): audio-visual work made and owned by you.
- Territory: the universe.
- Term: a time period during which you are allowed to use the licensed Work as per the terms and conditions hereunder and the Selected License.
- Selected License: a part of this License Agreement, which provides the specifications of the granted license selected by you.
- Intellectual Property Rights: any of the following, in any jurisdiction
throughout the world: (a) patents, patent applications, patent disclosures and
inventions, including any continuations, divisions, continuations-in-part, renewals
and reissues for any of the foregoing; (b) Internet domain names, trademarks, service
marks, trade dress, trade names, logos, slogans, and corporate names, and
registrations and applications for registration thereof, together with all of the
goodwill associated therewith; (c) copyrights and copyrightable works and
registrations and applications for registration thereof; (d) mask works and
registrations and applications for registration thereof; (e) computer software, data,
data bases and documentation thereof; (f) trade secrets and other confidential
information (including ideas, formulas, compositions, inventions (whether patentable
or un-patentable and whether or not reduced to practice), know-how, manufacturing
and production processes and techniques, research and development information,
drawings, specifications, designs, plans, proposals, technical data, copyrightable
works, financial and marketing plans and customer and supplier lists and
information); and (g) copies and tangible embodiments thereof (in whatever form or
medium).
- Rights
Subject to the terms and conditions hereof, the Selected License and the relevant fees, Molecular Originals hereby grants to you a non-exclusive, limited, single purpose and non-transferable right to synchronize one Master with its underlying Composition in your Production solely for the single use, scope and other parameters you selected from Website and specified in the Selected License available as a click-through license by Molecular Originals on Website, provided that such synchronization occurs within the Territory. The Selected License is attached to this License Agreement and the terms contained therein are incorporated herein by reference.
You, however, shall not acquire any rights in or to the Composition and/or Master except as specifically set forth in this License Agreement. All rights, title, and interest in and to the Composition and the Master shall remain with Molecular Originals. Using the Composition and/or the Master unless all applicable fee(s)/consideration, set for in Selected License, are duly paid to Molecular Originals, shall be deemed to be a breach of the Intellectual Property Rights of Molecular Originals. You have the right, but not the obligation, to refer to the professional name of the relevant artist in your productions.
You expressly acknowledge and agree that no right of public performance of the Work is granted under this License Agreement and you shall be responsible for securing all necessary public performance licenses and paying all public performance fees.
- General Restrictions
Without Molecular Originals’ prior written approval, it is not allowed to use the Work:
- on a standalone basis, or in any way that allows third parties to download and/or otherwise access or use any of the Compositions/Masters on a standalone basis, including without limitation in any digital templates or other applications enabling users to synchronize or otherwise combine any of the Compositions/Masters with other work, or in any manner enabling users to create or order on-demand products or make the any of the Compositions/Masters available in any physical products; or
- in a manner or context that is defamatory or violates any rights of anyone associated with any of its Compositions/Masters or/and other third parties.
You may not:
- download or made it available to download the Catalog or any of the Compositions and Masters for any purpose other than directly specified in this License Agreement;
- register the Production incorporating any of the Compositions/Masters with any collection societies, public performance organization or ingest into any of the social media platforms including but not limited to YouTube and Facebook for content matching as it may result in unlawful ownership claims;
- use the Work for any unlawful activity or in any manner or any means which may be deemed by a reasonable person to be detrimental to Molecular Originals and/or to the copyright owner(s) of the Work;
- use the Work on phonorecords, on any premium streaming service, whether interactive or on demand and/or in any manner not specifically enumerated herein or with respect to which no grant of rights is specified;
- sell or otherwise use distorted, mixed, rearranged or otherwise modified Work;
- parody the music or the lyrics of the Work;
- make foreign adaptations and/or translations of the music and/or lyrics of the Work;
- use the story of the Work or dramatically depict the Work;
- use the title of the Work or the name of the artist and/or songwriter(s) except for the purposes of any required credit.
This License Agreement shall not transfer to you nor shall you assert any ownership interest whatsoever (including, but not limited to, copyright, trademark, and/or goodwill) in or to the Work. In no event shall the Work be featured separately from the approved use, or be offered or provided in or as a non-linear, downloadable, or alterable file.
- Safety
You shall use your best efforts to ensure that unauthorized third party may not copy, capture or download the Work either alone or as synchronized with your Production even if your Production is place on the Internet or through any other media.
- Termination
Molecular Originals may terminate this License Agreement immediately upon your insolvency, assignment for the benefit of creditors, the appointment of a receiver or the breach by you of any of the provisions of this License Agreement. Molecular Originals shall have the right to obtain injunctive relief as a result of any use by you of the Work after termination of this License Agreement in addition to any other rights and remedies available, including without limitation pursuing an action at law for copyright infringement in the Work.
Upon termination of this License Agreement for any reason, all rights and any permission and/or license granted by Molecular Originals to you with respect to and/or in connection to the Catalog or Compositions/Masters therein shall terminate, and you shall immediately, and without derogating from the generality of the above, cease to use any of the Compositions/Masters.
- Indemnification
You shall defend, indemnify and hold harmless Molecular Originals, its affiliates and their respective directors, shareholders, officers, members, agents, employees, successors and assigns and the copyright proprietors of the Work, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys’ fees and costs), arising from or related to your breach of this License Agreement or your unauthorized use of the Work.
- Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOLECULAR ORIGINALS, OR ITS AFFILIATES, SUBSIDIARIES, AGENTS, VENDORS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES (FOR EXAMPLE, DAMAGES FOR LOSS OF BUSINESS OR PERSONAL PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE OR THE PROVISION OF OR FAILURE TO PROVIDE DIRECT OR INDIRECT SUPPORT, EVEN IF MOLECULAR ORIGINALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NO BREACH OF MOLECULAR ORIGINALS’ OBLIGATION UNDER THIS LICENSE AGREEMENT SHALL ENTITLE YOU TO ANY EQUITABLE REMEDIES AND YOU HEREBY AGREE THAT YOUR RIGHTS AND REMEDIES SHALL BE LIMITED TO THE RIGHT, IF ANY, TO OBTAIN MONETARY DAMAGES AT LAW UP TO THE AMOUNT OF THE FEES PAID TO MOLECULAR ORIGINALS BY YOU IN CONNECTION WITH THE WORK TO WHICH THE DAMAGES ARE RELATED
- Whole Agreement
This Agreement with your Selected License constitutes the entire agreement between Molecular Originals and you with respect to the subject matter hereof and supersedes all prior negotiations, advertisements, agreements, and understandings with respect thereto. This License Agreement cannot be altered, modified, amended, or waived except by a written instrument signed by the parties hereto.
- Severance
Should any provision of this License Agreement be held to be void, invalid, or inoperative, such decision shall not affect any other provision hereof and the remainder of this License Agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein.
- 10.Disclaimer
CATALOG, WORKS, AND WEBSITE ARE PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ALL WARRANTIES ARE DISCLAIMED, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, OR THAT THE WEBSITE FUNCTIONS, INCLUDING YOUR ABILITY TO DOWNLOAD WORKS, WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE WEBSITE WILL BE VIRUS FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE IS WITH YOU. THIS DISCLAIMER APPLIES TO AND IS FOR THE BENEFIT OF MOLECULAR ORIGINALS, ITS SUBSIDIARIES, AFFILIATES, AGENTS, VENDORS, THIRD PARTIES, AND LICENSORS.
- 11.Dispute Resolution, Applicable Law and Jurisdiction
You hereby agree that it is in both parties’ best interest that any dispute, claim or controversy arising out of, connected with or relating to this License Agreement, will not be submitted for adjudication in court unless said dispute, claim or controversy could not be settled pursuant to the dispute resolution provisions below.
Notwithstanding the above, nothing herein shall in any way affect the right of any party (to the extent permitted by the Applicable Law as defined below) to seek interim or emergency relief in the court of competent jurisdiction, or to exercise its rights pursuant to this Agreement.
Within 5 (five) business days of receipt of a written request of a party, setting forth the subject of the dispute and the relief requested, parties will initially attempt to resolve their dispute informally by each appointing one designated representative for informal dispute resolution. Both representatives will meet, as often as they deem necessary, for the purpose of endeavoring to resolve the dispute. The representatives will cooperate in scheduling their meetings, will discuss the problem in a format left to their discretion, and attempt to resolve the dispute without the necessity of any formal proceedings.
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
The number of arbitrators shall be two.
The seat, or legal place, of arbitration shall be London.
The language to be used in the arbitral proceedings shall be English.
The governing law of the contract shall be the substantive law of the United Kingdom (“Applicable Law”) exclusive of conflict or choice of law rules.
- 12.Miscellaneous
You shall not assign this License Agreement or any of your rights hereunder at any time to any person, firm, or entity. This Agreement is binding upon and shall inure to the benefit of the successors and assigns of the parties hereto.
Molecular Originals or any of its affiliated companies may issue to you contacts (individuals), information about the Molecular Originals; or any of its affiliated companies’ services that may be of interest to you. Contact individuals may refuse to receive such information by sending written notification to Molecular Originals or its respective affiliated company.
By purchasing this License and clicking the “I agree to Molecular Originals’ Master License Agreement” checkbox, you represent and acknowledge that you have read, understood, and consented to the disclosures above, and you agree to enter into a legally binding contract based on the above terms and conditions, and that clicking the checkbox has the same legal force as your signature.
Selected License for Independent Film
Permitted usage: You are an individual (not an entity/company)wishing to license one Work for the creation of an independent film or trailer, outside of a formal film studio system, either short or feature length.
Term: Perpetual.
Restriction: The creation of any film being funded and/or released by a formal film studio, or any commercial use relating to a business, non-profit, product or service is not allowed. Total project budget may not exceed GBP 250,000.
Timing and number of usages: Fullduration use in one (1) film or trailer.
Permitted media: Film festival, unpaid web.
Fee: GBP 249
If you intend to use the Work in a way not specifically covered by this Selected License, please contact originals@molecularsound.com
Selected License for Small Business
Permitted Usage: You are an individual (not an entity/company)wishing to license one Work for the creation of an audiovisual work or photo slideshow on behalf of a client or agency, either for advertising, company highlights, award show, or reel purposes.
Term: Perpetual.
Restriction: This License Agreement covers the permitted usage dependent on the total number of end client’s employees. For selecting the right tier, please click the respective license.
Timing and number of usages: Full duration use in one (1) video. This does not include cutdowns/edits/lifts/versions.
Permitted Media: Unpaid web.
Fees:
1 – 20 employees: GBP 299
21 – 50 employees: GBP 499
51 – 100 employees: GBP 699
101 – 250 employees: GBP 999
If you intend to use the Work in a way not specifically covered by this Selected License, please contact originals@molecularsound.com
Selected License for Non-Profit
Permitted usage: You are an individual (not an entity/company) wishing to license one Work for the creation of an audiovisual work or photo slideshow that highlights a registered non-profit organization or it’s initiatives and services. A company is considered a Non-Profit only if it is registered with the government as an eligible and official Non-Profit Organization.
Term: Perpetual.
Restriction: You may not be a person or organization engaged in for profit business. Production may not contain any product advertisements or endorsements.
Timing and number of usages: Full duration use in one (1) video. This does not include cutdowns/edits/lifts/versions.
Permitted Media: Unpaid web.
Fee:
1 – 20 employees: GBP 150
21 – 50 employees: GBP 250
51 – 100 employees: GBP 350
101 – 250 employees: GBP 500
If you intend to use the Work in a way not specifically covered by this Selected License, please contact originals@molecularsound.com
Selected License for Wedding
Permitted usage: You are an individual (not an entity/company) wishing to license one Work for the creation of a film or photo slideshow that covers the wedding day or similar event, for that couples’ use and for promotion on your website or social media provided that there is no ad spend.
Term: Perpetual.
Restriction: You may not use the Work in the Production covering promotional films or advertisements for a business related to weddings (e.g. a venue, the florist, photographer or videographer).
Timing and number of usages: Full duration use in one (1) video. This does not include cutdowns/edits/lifts/versions.
Permitted Media: Unpaid web, physical units.
Fee: GBP 59
If you intend to use the Work in a way not specifically covered by this Selected License, please contact originals@molecularsound.com
Selected License for Individual Usage
Permitted usage: You are an individual (not an entity/company) wishing to license one Work for the creation an audiovisual work for personal use only.
Term: Perpetual.
Restriction: You may not use the Work in conjunction with business owned or operated accounts as well as paid, promoted or sponsored media.
Timing and number of usages: Full duration use in one (1) video. This does not include cutdowns/edits/lifts/versions.
Permitted Media: Unpaid web.
Fee: GBP 69
If you intend to use the Work in a way not specifically covered by this Selected License, please contact originals@molecularsound.com
Selected License for Individual Usage with Revenue
Permitted usage: You are an individual (not an entity/company) wishing to license one Work for the creation of an audiovisual work for individual, personal use only. Under this Selected License we grant you a non-exclusive monetization of videos; however, it does not cover brand sponsorships or branding.
Term: Perpetual.
Restriction: You may not use the Work in conjunction with business owned or operated accounts as well as paid, promoted or sponsored media. This license does not cover any content promoted or “pushed”/”boosted” through a media purchase.
Timing and number of usages: Full duration use in one (1) video, does not include cutdowns/edits/lifts/versions.
Permitted Media: Unpaid web.
Fee: GBP 69
Revenue: GBP 99
If you intend to use the Work in a way not specifically covered by this Selected License, please contact originals@molecularsound.com
Selected License for Student
Permitted usage: You are an individual (not an entity/company) wishing to license one Work for the creation of student film or an audiovisual project.
Term: Perpetual.
Restriction: This Selected License does not cover use by educational entities for promotional use, and film festival distribution.
Timing and number of usages: Full duration use in one (1) video. This does not include cutdowns/edits/lifts/versions.
Permitted Media: Unpaid web, exhibit, installation.
Fee: GBP 49
If you intend to use the Work in a way not specifically covered by this Selected License, please contact originals@molecularsound.com
Selected License of Event
Permitted usage: You are an individual (not an entity/company) wishing to license one Work for the creation of an audiovisual work or photo slideshow for use within a live performance, to be shown on a single (1) day.
Term: One (1) day/24 hours.
Restriction: This Selected License does not include any live streaming or other web or digital distribution. Distribution is limited to live/event usage.
Timing and number of usages: Full duration use in one (1) video or presentation use. This does not include cutdowns/edits/lifts/versions.
Permitted Media: Live/event.
Fees:
1 – 20 employees: GBP 49
21 – 50 employees: GBP 99
51 – 100 employees: GBP 149
101 – 250 employees: GBP 199
If you intend to use the Work in a way not specifically covered by this Selected License, please contact originals@molecularsound.com
Selected License for Reel
Permitted usage: You are an individual (not an entity/company) wishing to license one Work for the creation of an audiovisual work or photo slideshow on behalf of yourself or your employer – an agency employing less than 25 people – for the purpose of showcasing a compilation of past work, including branded content.
Term: Perpetual.
Restriction: This Selected License does not apply to agencies exceeding 25 employees, standalone branded works, advertisements, or director cuts.
Timing and number of usages: Full duration use in one (1) video use. This does not include cutdowns/edits/lifts/versions.
Permitted Media: Industrial, unpaid web.
Fee: GBP 79
If you intend to use the Work in a way not specifically covered by this Selected License, please contact originals@molecularsound.com
Selected License for Podcast
1. Independent One-time Use
Permitted usage: You are an individual (not an entity/company) or team, not part of a content studio, wishing to license one Work to use within an audio only podcast.
Term: Perpetual.
Restriction: This Selected License does not include the use within sponsored, branded podcasts, or podcasts created by a studio, firm, or business, use on paid/subscription digital services or paid digital downloads.
Timing and number of usages: Full duration use in one (1) audio only podcast episode.
Permitted Media: Podcast
Fee: GBP 49
If your film should be picked up for distribution, or shown outside of the confines of a film festival, please contact originals@molecularsound.com
2. Independent – Series Use
Permitted usage: You are an individual (not an entity/company) or team, not part of a content studio, wishing to license one Work to use within an audio only podcast.
Term: Perpetual.
Restriction: This Selected License does not include the use within sponsored, branded podcasts, or podcasts created by a studio, firm, or business, use on paid/subscription digital services or paid digital downloads.
Timing and number of usages: Full duration series use – any number of episodes pertaining to one particular, identifiable podcast in a 12-month Term.
Permitted Media: Podcast
Fee: GBP 99
If your film should be picked up for distribution, or shown outside of the confines of a film festival, please contact originals@molecularsound.com
3. Studio – One-time Use
Permitted usage: You are an individual (not an entity/company) or team part of a content studio or business, wishing to license one Work to use within an audio only podcast.
Term: Perpetual.
Restriction: This Selected License does not the use within sponsored or branded podcasts beyond your own corporate entity, or podcasts created by a content studio/business employing more than 100 people.
Timing and number of usages: Full duration use in one (1) audio only podcast episode.
Permitted Media: Podcast
Fee: GBP 79
If your film should be picked up for distribution, or shown outside of the confines of a film festival, please contact originals@molecularsound.com
4. Studio – Series Use
Permitted usage: You are an individual (not an entity/company) or team part of a content studio or business, wishing to license one Work to use within an audio only podcast.
Term: Perpetual.
Restriction: This Selected License does not the use within sponsored or branded podcasts beyond your own corporate entity, or podcasts created by a content studio/business employing more than 100 people.
Timing and number of usages: Full duration series use – any number of episodes pertaining to one particular, identifiable podcast in a 12-month Term.
Permitted Media: Podcast
Fee: GBP 249
If your film should be picked up for distribution, or shown outside of the confines of a film festival, please contact originals@molecularsound.com
The Selected Licenses above incorporate the Master License Agreement set forth above.
