Terms of Service (Policies & Procedures)

 This agreement with Syncndex (“Company”) and Music Licensor. Company and Music Licensor are sometimes referred to individually as “Party” and collectively as the “Parties.” This Agreement includes Summary of Terms below, and Terms & Conditions (the “T&C”).

Whereas, Company is a music licensing company that represents musical works for licensing in a wide variety of contexts, including, but not limited to, Content produced for Digital Platforms, Film, Television, Advertising, Commercial use, Gaming, and multimedia projects.  Music Licensor warrants it owns and/or represents or controls One hundred percent of all Rights for licensing purposes and wishes for Company to pursue licenses for certain musical works; The Parties, therefore, agree as follows:

Summary of Terms

Non-Exclusive Grant of Rights: Music Licensor grants Company the non-exclusive right to Represent, Distribute, (as defined in “Terms & Conditions”) and enter into Licenses on behalf of Music Licensor for the use of certain Musical Works (as defined in the “Terms & Conditions” ) designated by both Parties. Licensor retains the right to license the Musical Works to third parties provided that Music Licensor shall not enter into an “exclusive” license such that any Musical Work could not be licensed by Company for another purpose. Since this is a non-exclusive agreement, the writer(s), referred to as Music Licensor, reserves the right to license songs directly or authorize others to do so.

Term

The duration of this Agreement shall be two (2) year from the date above and shall automatically renew for successive one (1) year terms, provided that either Party shall have the right to cancel the Agreement upon ninety (90) days written notice at any time following the initial term of the Agreement.

Compensation

Company shall pay fifty percent (50%) of Gross Revenues (as defined “Terms & Conditions”) to Licensor payable in accordance with the Terms and Conditions. Gross Revenues is defined in the Terms and conditions as any monies received from Licenses minus administrative or production costs incurred by Company if any.

Territory

 The grant of rights in paragraph 1 above shall apply throughout the universe.

Authorized Signature Terms & Conditions 1. Definitions a. Musical Work(s) is defined as (i) the sound recordings and the underlying musical compositions contained in such recordings and (ii) those recordings that the Parties mutually agree shall be covered by this Agreement. (iii) any requisite permissions, approvals, or authorizations required to commercially exploit subject Musical Works. 

Musical Works are the tracks you uploaded

Company has no rights in any other songs or recordings other than the Musical Works. The definition of Musical Work shall also include all musical, artistic literary material (including liner notes, song titles, and other metadata), and all other intellectual property connected with any Musical Works, including associated names and logos. Note that the Musical Work is defined to include both the recording and the underlying copyright. Underlying copyright revenue generated by third-party re-recording will be split on a 50/50 basis between the writer(s) and the Company.

Represent is defined as copying, distributing, marketing and promoting the use of the Musical Works and services to Licensing Services, Digital Platforms, the general public and potential licensees, and to include the Musical Works on any website, stream, download, RSS feed and controlled by Company, and to offer for license to others and license to third parties the Musical Works listed in Schedule A.

Licenses is defined as contracts issued by Company permitting third parties to use Musical Works in any audiovisual work including, but not limited to, films, television, video games and audiovisual ad campaigns as well as any other synchronization in any and all media now know or hereinafter developed. Such rights shall also include the right to authorize lyric reprints, and to make a musical arrangement to the extent necessary without changing the basic melody, fundamental character, or the lyrics of the composition. Company shall be entitled to enter into any license with any third party (excluding any use deemed to be unacceptable/ approvals not to be unreasonably withheld) and shall be entitled to negotiate any terms that are reasonable in the sole judgment of Company, provided that no License shall be “exclusive” such that the Musical Work could not be licensed for another purpose. For the purpose of this Agreement, Licensor hereby authorizes to enter into any such License on behalf of Licensor, and for this purpose Licensor hereby grants power of attorney to enter into such License and collect monies from the licensee on behalf of the Parties hereto.

Gross Revenues is defined as any monies that Company actually receives from Licenses for the Musical Works minus expenses not to exceed $1500 on a “per track” basis.

Registration a. Music Licensor shall be responsible for, and required to, register the musical compositions embodied in the Musical Works with the Music Licensor’s Performing Rights Organization (ASCAP, BMI or SESAC in the United States). Music Licensor shall list the Company as “Administrator” with the respective “PRO”. In the event that Company enters into a License for the Musical Works directly, or a third-party acquires 100 % authorization via a platform-based e-commerce offering, Music Licensor is responsible for notifying “PRO” of the non-exclusive, direct Licensing transaction. The Music Licensor indemnifies and holds harmless the Company and its service providers from any issue arising from licensing the “performance” directly.

Termination of Agreement After the initial one (2) year term, either party may choose to terminate this Agreement without cause with ninety (90) days written notice; the result of which will be the termination of this Agreement at the end of the ninety (90) day notice period. In addition, Licensor or Company may remove any Musical Work from the Company upon written notice, provided that if Licensor provides such notice Company shall have ninety (90) days to remove the Musical Work and any license secured during that time shall be valid.

Representations and Warranties

Music Licensor hereby represents and warrants that Music Licensor is the sole and exclusive owner of any and all rights in and to Musical Works as defined herein, including the copyrights, and/or an authorized representative or agent of the owner(s) (with written authority to act on behalf of the exclusive owner) of any and all such rights for the purposes of Company use of the Musical Works as set forth in this Agreement. Licensor represents and warrants that Music Licensor is free to enter into and abide by the terms of this Agreement and that Music Licensor owns and/or controls all necessary rights required to legally provide/license/offer the Musical Works submitted to Company in accordance with the terms of this Agreement. Music Licensor represents and warrants that no Musical Work will contain unauthorized samples, covers, or any part of any third party’s music or literary work.

Licensor agrees and acknowledges that Licensor is responsible for clearing any third-party material including songs or samples written, controlled or recorded by third parties, and to pay any required royalty payments. Company shall use a tag line in promotional materials that will read as follows: “Original songs pre-cleared for film, television, new media and advertising.

Music Licensor is responsible for notifying Company in writing in the event Music Licensor no longer represents 100% of the rights of Musical Works.

Music Licensor further agrees to and shall indemnify and hold Company (and its owners, officers, directors, employees, agents, representatives and/or affiliates) harmless against any and all losses, damages, costs, claims, actions and proceedings, including without limitation attorney’s fees and costs, resulting from the breach of the warranties and representations above.

This Agreement is personal to Licensor. Licensor may not assign and/or otherwise transfer Licensor’s rights and duties under this Agreement without prior consent of Company. Company may assign this Agreement to any third party in which Company is a principal owner.

Accounting and Payments

Company shall make the required payments here to the Music Licensor within 45 days after the end of each calendar quarter (March 31, June 30, September 30, and December 31). All fees will be payable in U.S. dollars. All payments shall be accompanied by a statement showing the source of the payment to Company.

In the event Music Licensor or Company elects to terminated this agreement, all monies owed to Music Licensor will be paid upon termination.

All payments and notices will be made by delivering payment to the Music Licensor’s address as specified above. All returned mail will be held until a current address is received by Company.

Content Delivery, Marketing & Promotion

Music Licensor agrees to deliver the Musical Works and all associated metadata in accordance with Company’s instructions.

Music Licensor will make reasonable efforts to promote its association with Company and the availability of its Music Works in the Company Music Licensing websites.

Licensor may deliver additional Musical Works which shall be subject to all the terms of this Agreement by submission of the Musical Work and required metadata in accordance with Company’s instructions.

Company, solely at its own discretion, reserves the right to not to license, promote or include in its music library any Musical Work that it considers inappropriate for its service.

General Provisions

If either Party breaches any term or condition of this Agreement, the breaching party will have thirty (30) days to cure such breach after the first day of written notice from the non-breaching party. If after thirty (30) days, the breach has not been cured or a resolution has not been made, the non-breaching party may terminate the Agreement.

This Agreement is governed by the laws of the State of New York applicable to contract made and to be performed there and the courts of the State of New shall have exclusive jurisdiction over any disputes arising from this Agreement.

This Agreement and all rights and obligations hereunder will be binding upon the successors, licensees and assigns of each party.

Should any part of this Agreement be determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect.

The parties agree that this Agreement is the complete and exclusive understanding between the parties. This Agreement may not be modified or altered except in writing signed by both parties.

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