Epidemic Sound licenses 2016-2020 diff
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1 Parties and introduction
1 Parties and introduction
1.1 The terms set forth in this Music License for the Online Creator Subscription (this “Agreement”) apply to the use of the subscription service for the Epidemic Sound Online Player provided by Epidemic Sound AB (Åsögatan 121, 116 24 Stockholm, Sweden) (“Epidemic Sound”).
1.1 The terms set forth in this Personal Plan Music License Subscription (this "Agreement") apply to the use of the subscription service for the Epidemic Sound Online Player provided by Epidemic Sound AB (Åsögatan 121, 116 24 Stockholm, Sweden) ("Epidemic Sound").
1.2 You are hereafter referred to as “you” or the “Customer”. The Customer and Epidemic Sound are hereinafter referred to individually as a Party and jointly the Parties.
1.3 Please note that your use of the service is also governed by the End User Agreement for the Epidemic Sound Online Player and the Privacy Policy that are available in the Epidemic Sound Online Player.
1.2 By clicking "I agree" or otherwise signifying your acceptance of these terms and conditions (the "Agreement") you are agreeing to be legally bound by this Agreement, the General Terms and Conditions, the Cookie Policy, and the Privacy Policy, all of which are available on the Epidemic Sound Online Player website and incorporated herein by reference. You warrant that you are 16 years or older and of legal age and are authorized to enter into this Agreement, or otherwise have your parent or guardian's consent.
1.4 By clicking "I agree" or otherwise signifying your acceptance of this Agreement or by using the Epidemic Sound Online Player and downloading content therefrom you are agreeing to be legally bound by this Agreement, which may be updated from time to time as described below, and which incorporates by this reference also the End User Agreement and the Privacy Policy. You warrant that you are of legal age to enter into this Agreement or otherwise have your parent or guardian’s consent.
1.5 This Agreement grants to the Customer the right to use the Music Pieces on the Customer Channel in accordance with the terms set forth herein. This Agreement may however not be used for any Customer Channel that has more traffic than the maximum monthly overall number of views for each different type of Subscription as stated in the Online Creator Subscription section in the Epidemic Sound Online Player. If the traffic on your Customer Channel exceeds such limitations, or if you want to use the Music Pieces for other purposes than the purposes expressly permitted under this Agreement, please contact Epidemic Sound at hello@epidemicsound.com.
1.3 This Agreement grants you the right to use the Music Pieces in audio-visual and podcast productions created by you for the purpose to be used and distributed on your social media and podcast channel(s), in accordance with the terms below. If you want to use the Music Pieces for other purposes than the purposes expressly permitted under this Agreement, or if you are creating content for a corporate channel, meaning a channel owned and/or operated by a business and where the channel is not the primary product/service offered by such business, you can find other licenses on the website, and you can further contact Epidemic Sound at hello@epidemicsound.com.
2 Definitions
2 Definitions
In this Agreement the following words and expressions shall, unless expressly stated otherwise, have the following meanings:
“Branded Content” means any production that promotes and/or integrates products and/or services of a corporate brand/entity.
In this Agreement the following words and expressions shall have the following meanings:
“Customer Channel(s)” means the Customer’s video sharing channel on YouTube as authenticated by the Customer through the Customer’s Epidemic Sound account in the Epidemic Sound Online Player.
“Epidemic Sound Online Player” means the website provided by Epidemic Sound, currently with the URL address https://player.epidemicsound.com offering the Customer access to search for, listen to and download the Music Pieces.
"Channel(s)" means your YouTube, Facebook, Instagram, Twitch, Twitter and podcast channel(s) that you have added to your account page. You may only have a single channel on each platform.
“Music Piece” means each and every sound recording contained in the Epidemic Sound music catalogue in the Epidemic Sound Online Player from time to time.
“Subscription” means the music service subscription offered by Epidemic Sound, including access to the Epidemic Sound Online Player and the right to use the Music Pieces on the Customer Channel in accordance with the terms set forth in this Agreement.
"Epidemic Sound Online Player" means the website provided by Epidemic Sound, currently with the URL address https://www.epidemicsound.com offering you access to search for, listen to and download the Music Pieces.
"Music Piece" means each and every sound recording contained in the Epidemic Sound music catalogue in the Epidemic Sound Online Player from time to time.
"Subscription" means the music service subscription offered by Epidemic Sound, including access to the Epidemic Sound Online Player and the right to use the Music Pieces on the Channel(s) in accordance with the terms set forth in this Agreement.
3 License grant and restrictions
3 License grant and restrictions
3.1 Subject to the terms and conditions of this Agreement, Epidemic Sound hereby grants to the Customer,
(a) for the Term of this Agreement, the right to access the Epidemic Sound music catalogue in the Epidemic Sound Online Player, to make copies of the Music Pieces to synchronize them in the Customer’s video productions that are produced for the purpose to be made available on the Customer Channel(s) (the “Customer Productions”); and
(b) for the term of this Agreement and in perpetuity, the right upload any Customer Production containing any Music Piece on the Customer Channel(s), provided that the Customer Production is completed and uploaded on the Customer Channel(s) during the term of this Agreement.
3.2 The Customer has no right to use the Music Pieces in any production that is produced for the purpose to be used, licensed, sold or in any other way exploited by any third party.
3.3 The license granted under this Agreement does not cover usage of the Music Pieces in Customer Production(s) constituting Branded Content when such productions are embedded from the Customer Channel on other websites. Such use of Music Pieces in Customer Productions constituting Branded Content requires an additional license from Epidemic Sound.
3.4 The Customer has no right to distribute, sell, license or in any way exploit the Music Pieces separately or in whole as stand-alone files.
3.5 The Customer is entitled to sub-license the right to make the Customer Production available, as stated in section 3.1 (b) above, to the relevant video sharing platform in order to make the Customer Productions available on the Customer Channel.
3.6 The Customer shall be entitled to cut and edit the Music Pieces as required by the Customer for incorporation into the Customer Production.
3.7 All rights and licenses granted hereunder are non-exclusive, non-transferable and non- assignable and may not be sub-licensed other than as expressly permitted under this Agreement.
3.8 The Customer may not use the Music Pieces in connection with other material that is offensive, defamatory, obscene, immoral, discriminating, illegal or that otherwise violates any rights of anyone associated with the Music Pieces and/or any third party.
3.1 Subject to the terms and conditions of this Agreement, Epidemic Sound hereby grants to you,
3.9 The Customer shall comply with any applicable laws, regulations and/or industry codes.
3.10 The Customer may only use the Music Pieces in accordance with the rights and licenses granted under this Agreement. Any other use than the above constitutes copyright infringement. Epidemic Sound reserves the right to collect and receive remuneration from third parties.
3.11 For the sake of clarity, nothing in this Agreement shall be seen to prevent the Customer’s possibilities to monetize on Customer Productions that include Music Pieces on YouTube, provided that the Music Pieces are used in accordance with the terms of this Agreement and that the Customer is not in breach of any provisions hereunder.
4 Ownership and intellectual property rights
4.1 Epidemic Sound warrants that it holds all rights, title and interest in and to the music catalogue and is the sole right holder in respect of the Music Pieces (including without limitation in the copyright in the compositions, the sound recordings and the performing rights in the Music Pieces) and that the Music Pieces do not infringe the copyright to any music piece held by a third party copyright holder.
4.2 The Customer hereby acknowledges that it does not acquire any proprietary rights as a result of this Agreement in relation to any Music Pieces. The Music Pieces are the sole property of Epidemic Sound.
5 Payments and termination
5.1 This Agreement shall enter into force upon the Customer accepting the terms set forth herein and shall be automatically prolonged for periods of thirty (30) days or for periods of one (1) year, as designated by the Customer for each Customer Channel, (each such period a “Subscription Period”), until terminated by the Customer in accordance with Section 5.3 or 5.5 or by Epidemic
Sound prior to the end of the current Subscription Period or in accordance with Section 5.7.
(a) for the term of this Agreement, and subject to Epidemic Sound's continuous right to collect royalties from third parties as provided hereunder, the right to access the Epidemic Sound music catalogue in the Epidemic Sound Online Player, to make copies of the Music Pieces in order to synchronize them, in whole or in part, in your video and podcast productions that are produced for the purpose to be made available on the Channel(s) (the "Customer Productions"); and
5.2 For the rights granted herein and for each Subscription Period the Customer shall pay to Epidemic Sound, a license fee for the Subscription, in the amount stated in the Subscription section in the Epidemic Sound Online Player for the relevant Subscription Period.
5.3 Epidemic Sound may change the license fee for the Subscription from time to time, and will communicate any license fee changes to the Customer by e-mail to the e-mail address registered by the Customer to the Subscription with thirty (30) days prior notice. By continuing to use the Subscription after the license fee takes effect, the Customer accepts the new license fee.
5.4 If the Customer resides in a country which is part of the European Union and has purchased a Subscription, the Customer has the right to terminate the Subscription, by sending an e-mail to hello@epidemicsound.com and receive a full refund within fourteen (14) days of purchase (the “Cooling-off Period”), but only if the Customer has not started to consume the Subscription by downloading a Music Piece.
5.5 The Customer’s payment to Epidemic Sound will automatically renew at the end of each Subscription Period, unless the Customer terminates the Subscription through the Customer’s Epidemic Sound account prior to the end of the current Subscription Period. The termination will take effect the day after the last day of the current Subscription Period.
5.6 For the avoidance of doubt, if the Customer terminates this Agreement after the Cooling-off Period is over (where applicable), and/or before the end of the Subscription Period, Epidemic Sound will not refund any subscription fees already paid to Epidemic Sound.
5.7 Epidemic Sound shall have the right to terminate the Subscription and this Agreement and to suspend the Customer’s access to the Epidemic Sound music service at any time in the event of the Customer’s actual or suspected unauthorised use of the Music Pieces or non- compliance with the provisions set forth in this Agreement.
5.8 If the Customer or Epidemic Sound terminates this Agreement and/or suspends the Customer’s access to the Epidemic Sound music service, the Customer agrees that Epidemic Sound shall have no liability or responsibility to the Customer and Epidemic Sound will not refund any amounts that the Customer has already paid, to the fullest extent permitted under applicable law.
5.9 After the date of termination of this Agreement, the Customer is no longer entitled to use and access the Music Catalogue and shall return to Epidemic Sound, or otherwise destroy or remove from any storage, any and all copies of the Music Catalogue and the Music Pieces contained therein.
5.10 The Customer hereby confirms that the country of residence as stated by the Customer in the Customer’s account information, is the country where the subscription service will be used (note - this only used to determine the VAT level).
6 Trademarks and credits
6.1 Neither Party is granted any right or interest in or to the trademarks, brands or trade names of the other Party. Neither Party may use the other Party’s trademarks, brands or trade names without the prior written consent of the other Party. Such consent not to be unreasonably withheld by the Customer.
6.2 The Customer shall ensure that Epidemic Sound’s name is displayed and credited in conjunction with the display of any Customer Production containing the Music Pieces. Credits substantially similar in form and substance to the following are acceptable:
Production Music courtesy of www.epidemicsound.com
The above credit shall, if possible, be displayed as a hyperlink to www.epidemicsound.com
7 Liability
7.1 Subject to the liability limitations set forth below, each of the Parties shall be liable for any direct damages incurred by the non-breaching Party as a result of the breaching Party’s breach and/or failure to perform its obligations under the Agreement.
7.2 Except as noted below, neither Party shall be liable to the other for any special, indirect, incidental, consequential or exemplary damage, including, but not limited to, lost profits.
7.3 The above limitations of liability shall not apply with respect to damage occasioned by fraud, wilful misconduct, or gross negligence of a Party.
7.4 In no case shall Epidemic Sound be liable to the Customer for damages that correspond to a higher value than all license fee amounts received by Epidemic Sound from the Customer during the term of this Agreement prior to the time such damage arose.
8 DISCLAIMERS
THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE EPIDEMIC SOUND ONLINE PLAYER IS PROVIDED ”AS IS” AND EPIDEMIC SOUND DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO (A) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (B) WARRANTIES AS TO THE QUALITY OR PERFORMANCE OF THE MATERIALS, INFORMATION, GOODS, SERVICES, TECHNOLOGY AND/OR CONTENT PROVIDED UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY LIMITATIONS ON USER ACCESS TO OR USE OF CONTENT; AND (C) WARRANTIES AS TO THE PERFORMANCE OF COMPUTERS, TECHNOLOGY AND/OR NETWORKS.
9 Assignment
The Customer may not wholly or partially assign or pledge any of its rights and/or obligations under this Agreement without the Epidemic Sound’s prior written consent save as set out in section 3.5 above. Epidemic Sound may transfer this Agreement and/or wholly or partially assign or pledge any of its rights and/or obligations under this Agreement to any third party provided that such third party agrees to be bound to this Agreement.
10 Severability
(b) for the term of this Agreement and in perpetuity the right to upload and distribute any Customer Production containing any Music Piece on the Channel(s), provided that the Customer Production is completed, uploaded, and published on a Channel during the term of this Agreement.
The rights in (a) and (b) above do not include the right to collect public performance royalties with respect to the Music Pieces, or to license any third party the right to exploit any Customer Production, or to exploit any Customer Production in any other method, manner or media than those specifically provided hereunder. Epidemic Sound expressly reserves such rights for itself (except as provided in Section 4).
3.2 The license granted under this Agreement does not cover usage of the Music Pieces in Customer Production(s) constituting advertisements (meaning productions published within paid media space, such as but not limited to online pre/mid/post-rolls). You further have no right to use the Music Pieces in any production that is produced for the purpose to be used, licensed, sold or in any other way exploited by any third party, including that you may not synchronize the Music Pieces with any production that promotes and/or integrates products and/or services of a corporate brand/entity, when such productions are intended to be uploaded or embedded on third party channels or websites.
3.3 You are not allowed to make available or in any other way exploit the Music Pieces on a standalone basis including without limitation that the Music Pieces may not be repackaged (in whole or in part) as for example audio samples, sound libraries, sound effects, or music beds, nor combined with a single still image or limited animation where the production is essentially tantamount to use of the Music Pieces on a standalone basis, meaning uses where complete or almost complete Music Pieces are used and where any accompanying visuals are of a subordinate importance. You can read more in the FAQ here;
3.4 You may not use the Music Pieces in connection with any material or otherwise in a manner or context that is defamatory, illegal or inciteful of an illegal act; immoral; racist; hateful or discriminating against any person based on for example race, nationality, religion, ethnic identity, gender, gender identity or sexual orientation; constitutes encouragement of violence or use of weapons; pornographic; or in a manner or context that otherwise violates any rights of anyone associated with the Music Pieces. You shall comply with any applicable laws and regulations. Moreover, you may not use the Music Pieces in connection with sensitive subjects without the prior written consent of Epidemic Sound. Sensitive subjects include, but are not limited to, political content, such as the promotion, advertisement or endorsement of any party, candidate or elected official; and “adult videos” and promotion of adult entertainment venues, escort services, or the like.
3.5 All rights and licenses granted hereunder are non-exclusive, non-transferable and non-assignable and may not be sub-licensed other than as expressly permitted under this Agreement. You may only use the Music Pieces in accordance with the rights and licenses granted under this Agreement.
4 Monetization
Subject to your compliance with this Agreement, you may allow, and receive remuneration from, the display of third-party ads in connection with making available your Customer Productions on the Channel(s) (i.e. monetize). You are responsible for registering the Channel(s) with Epidemic Sound, in accordance with the instructions that Epidemic Sound provides from time to time ("whitelisting"). Epidemic Sound monetizes on unlicensed use of the Music Pieces on YouTube and/or other platforms. Without correct whitelisting, Epidemic Sound is unable to tell a licensed Customer Production from unlicensed use, and thus reserves the right to monetize any Customer Productions containing Music Pieces that are not correctly whitelisted. Should a Customer Production licensed under this Agreement be monetized or otherwise receive a claim from Epidemic Sound, you may notify Epidemic Sound at copyright@epidemicsound.com and Epidemic Sound will discontinue such monetization/release the claim without undue delay. Epidemic Sound will have no responsibility, and will not reimburse you, for any monetization of Customer Productions by Epidemic Sound for any period prior to such Customer Productions having been correctly whitelisted.
5 Payment
5.1 For the rights granted herein you will be charged a subscription fee at the beginning of each Subscription Period (as defined in 6.1 below), in the amount stated in the subscription section on the website. Epidemic Sound will not refund any subscription fees paid, except as explicitly provided in this Agreement.
5.2 The subscription fee is inclusive of Swedish VAT, and is intended for personal use.
5.3 Epidemic Sound may change the subscription fee from time to time and will communicate any such changes to you in advance. Price changes will take effect no earlier than at the start of the Subscription Period following the date of the change. If you do not accept the price change, you may terminate your subscription at any time prior to such price change.
6 Term and termination
6.1 This Agreement shall enter into force upon your acceptance of the terms set forth herein and will be automatically prolonged for periods of one (1) month or for periods of twelve (12) months, as designated by you when purchasing a Subscription, (each such period a "Subscription Period"), until terminated by you or by Epidemic Sound prior to the end of the then-current Subscription Period.
6.2 Epidemic Sound has the right to terminate your subscription and this Agreement and to suspend your access to the Epidemic Sound Online Player at any time in the event of your actual or suspected unauthorised use of the Music Pieces or non-compliance with the provisions set forth in this Agreement.
6.3 To the fullest extent permitted under applicable law and except as otherwise stated herein, you agree that Epidemic Sound will have no liability or responsibility to you and that Epidemic Sound will not refund any amounts that you have already paid, if you terminate this Agreement, or if Epidemic Sound terminates this Agreement or suspends your access to the Epidemic Sound Online Player in accordance with the provisions herein.
6.4 After termination of this Agreement has taken effect, you are no longer entitled to use and access the music catalogue and shall return to Epidemic Sound, or otherwise destroy or remove from any storage, any and all copies of the music catalogue and the Music Pieces contained therein.
6.5 For clarity, you may continue to distribute Customer Productions in accordance with Section 3.1 (b).
6.6 If you reside in a country which is part of the European Union and have purchased a Subscription, you have the right to terminate the Subscription, by sending an e-mail to hello@epidemicsound.com and receive a full refund within fourteen (14) days of purchase (the "Cooling-off Period"), but only if you have not downloaded any Music Piece(s) (meaning that you have started to consume the Subscription).
6.7 For the avoidance of doubt, if you terminate this Agreement after the Cooling-off Period is over (where applicable), Epidemic Sound will not refund any subscription fees already paid by you.
7 Ownership and intellectual property rights
7.1 Epidemic Sound holds all copyrights and neighbouring rights in and to the music catalogue and is the sole rights holder in respect of the Music Pieces. None of the Music Pieces are administered by any collecting society by way of membership of a collecting society.
7.2 You hereby acknowledge that you do not acquire any proprietary rights as a result of this Agreement in relation to any Music Pieces. The Music Pieces are the sole property of Epidemic Sound.
8 Trademarks and credits
8.1 Neither party is granted any right or interest in or to the trademarks, brands or trade names of the other party. Neither party may use the other party's trademarks, brands or trade names without the prior written consent of the other party.
8.2 You undertake, to the extent reasonably possible, to ensure that Epidemic Sound's name is displayed and credited in conjunction with the display of any Customer Production containing the Music Pieces. Credits substantially similar in form and substance to the following are acceptable: Production Music courtesy of www.epidemicsound.com. The above credit will, if possible, be displayed as a hyperlink to www.epidemicsound.com
9 Liability
9.1 Subject to the liability limitations set forth below, each of the parties will be liable for any direct damages incurred by the non-breaching party as a result of the breaching party's breach and/or failure to perform its obligations under the Agreement.
9.2 EXCEPT AS NOTED BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS.
9.3 IN NO CASE WILL EPIDEMIC SOUND BE LIABLE TO YOU FOR DAMAGES THAT CORRESPOND TO A HIGHER VALUE THAN ALL LICENSE FEE AMOUNTS RECEIVED BY EPIDEMIC SOUND FROM YOU DURING THE TERM OF THIS AGREEMENT PRIOR TO THE TIME SUCH DAMAGE AROSE
9.4 The above limitations of liability do not apply with respect to damage occasioned by fraud, wilful misconduct, or gross negligence of a party.
10 Disclaimers
10.1 You acknowledge and agree that the epidemic sound online player is provided "as is" and Epidemic Sound disclaims all warranties express or implied, including but not limited to (a) implied warranties of merchantability or fitness for a particular purpose; (b) warranties as to the quality or performance of the materials, information, goods, services, technology and/or content provided under or in connection with this agreement, including but not limited to any limitations on user access to or use of content; and (c) warranties as to the performance of computers, technology and/or networks.
10.2 If you connect your account to a third-party application, we may automatically share your activity and activity-related stories with that service, including the content you consume. You understand and agree that such information may be attributed to your account on the third-party application and may be published on such service. You understand and agree that a third party application’s use of information collected from you (or as authorized by you) is governed by the third party application’s privacy policies and your settings on the relevant service, and our use of such information is governed by our privacy policy and your account settings.
11 Assignment
You may not wholly or partially assign or pledge any of its rights and/or obligations under this Agreement without Epidemic Sound's prior written consent. Epidemic Sound may transfer this Agreement and/or wholly or partially assign or pledge any of its rights and/or obligations under this Agreement to any third party provided that such third party agrees to be bound to this Agreement.
12 Severability
If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect under applicable mandatory law, the validity, legality and enforceability of the remaining provisions shall not be affected. Such severed provisions shall be revised only to the extent necessary to make them enforceable.
If one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect under applicable mandatory law, the validity, legality and enforceability of the remaining provisions shall not be affected. Such severed provisions shall be revised only to the extent necessary to make them enforceable.
11 Amendments
13 Amendments
Occasionally Epidemic Sound may, in its discretion, make amendments to this Agreement. The date of the latest update is indicated below in this Agreement. If Epidemic Sound makes amendments to this Agreement that Epidemic Sound deems material for you, Epidemic Sound will notify you through the Epidemic Sound Online Player. By continuing to use the Epidemic Sound Online Player after changes to this Agreement have been made you are expressing and acknowledging your acceptance of the changes.
12 Applicable law
Occasionally Epidemic Sound may, in its discretion, make amendments to this Agreement. If Epidemic Sound makes amendments to this Agreement that Epidemic Sound deems material for you, Epidemic Sound will notify you through the website. By continuing to use the Epidemic Sound Online Player after changes to this Agreement have been made you are expressing and acknowledging your acceptance of the changes
14 Applicable law
Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard its principles of conflicts of law.
Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, this Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard its principles of conflicts of law.
13 Dispute resolution
15 Dispute resolution
Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof shall be finally settled by a public court with the Stockholm District Court as the court of first instance.
Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof shall be finally settled by a public court with the Stockholm district court as the court of first instance.
16 International issues
You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or to any sale of goods carried out as a result of your use of the services offered hereunder. Software related to or made available by the services offered hereunder may be subject to export controls, and, except as authorized by law, you agree and warrant not to export or re-export the software to any country, or to any person, entity, or end-user subject to export controls or sanctions.
Epidemic Sound AB