All-Access Membership Terms & Conditions
By purchasing the All-Access Pass, you are hereby agreeing to the terms & conditions outlined below:
You (hereinafter referred to as “Licensor”), are assigning HD Music Now, Inc. (hereinafter referred to as “Licensee”), the non-exclusive rights to represent any Compositions and/or Master Recordings (hereinafter referred to as “Music") to Music Supervisors (defined below) and other decision makers for potential use by "Clients" (defined below)
For the purposes of this agreement, the term "Music Supervisor" shall mean decision makers for music placement in various media projects, including but not limited to Film, TV, Video Games, Documentaries, Web Series, Commercials/Promos/Trailers, etc. The designated territory for seeking placements will be the World.
In this Agreement, the following terms will have the following meanings, unless the context otherwise requires:
a. “Client” refers to the client or production company requesting permission to license a master recording and/or composition from Licensee.
b. “Music Supervisors” shall mean decision makers for music placement in Film, TV, Advertising, Video Game projects, Business Establishment Background Music, or other income generating opportunities.
c. “Music” means sound recordings of original musical works and/or the underlying composition, or words and lyrics of original musical works owned and/or controlled by Licensor.
d. “Master License” refers to a license agreement authorizing use of the sound recording in timed relation to a medium such as film, television, advertisements, and video games.
e. “Sync License” refers to a license agreement authorizing the Synchronization use of the composition in timed relation to a medium such as film, television, advertisements, video games, and business establishment background music.
f. “Licensor” refers to the parties that are legally responsible for the intellectual properties covered under this contract, including the sound recordings and underlying compositions.
This agreement states:
The Licensee will seek to place Music, submitted by Licensor for licensing to film, TV, video games, advertising projects, and other income earning opportunities by submitting music and working in conjunction with Music Supervisors.
The Licensee will target worldwide territories for projects in film, TV, video games, advertising, and business establishments where “Licensor” music fits the project synopsis and music sought.
The Licensee may place Licensor’s music on samplers or hard drives to distribute only in conjunction with potential placement projects and solely in connection with music supervisors and other decision makers.
The Licensee will not sell these hard drives or samplers. They are purely for promotional purposes.
The Licensee may offer “Licensor” music in a web-friendly form only for potential placement projects.
Licensee will organize and coordinate negotiations regarding the use of Licensor’s music in any of the potential projects by Clients.
The Licensee agrees to use best efforts to contact the Licensor through to keep them informed of any potential placements and terms thereof.
Licensee is granted the right to finalize negotiations, and authorize synchronization of the Music submitted during the course of Membership and subject to the "termination" clause below.
This includes issuing and signing the license on behalf of the Licensor and processing and distribution of payment for license fees received.
Licensor warrants and represents that they own and/or control 100% of the copyright to the music submitted to the Licensee and that they have the rights to grant master and sync licenses for all music submitted.
The use of the Music submitted (including, but not limited to, those uses provided for herein), will not infringe or violate the copyright or any common-law right or any personal, proprietary, or other right of any kind whatsoever (including, but not limited to patents, copyrights, trademarks, publicity rights, moral rights or common law rights) of any third party.
Any mis-representations by Licensor are hereby subject to Legal action by Licensee.
The Licensee will be available at reasonable times for consultation regarding the use of “Licensor” music in projects.
All license fees received by Licensee including but not limited to master fees and sync fees shall be split 50/50 between the Licensee and Licensor.
Licensee shall pay Licensor, with respect to the music, an amount equal to one-half (50%) of any and all Net Receipts derived from the above mentioned uses. The term “Net Receipts” shall mean the dollar amount, which remains after deducting from the gross fees, all charges and fees owed to third party licensing agents, where applicable.
Licensee will direct the Client to pay 100% of the monies directly to the Licensee. Licensee will remit Licensor’s share of monies owed within 30 business days.
In the event that Licensor receives 100% of the monies directly from the Client, Licensor will remit to Licensee 50% of the monies received within 30 business days.
The term of this agreement shall be for as long as the Licensor remains subscribed to the "All-Access Pass" and shall be subject to the "Termination" clause described below.
Upon Termination (when the Licensor does not renew their All-Access Pass or unsubscribes to the All-Access Pass), Licensee will discontinue offering and marketing Music to third parties, and will remove Music from hard-drives, websites and any other distribution medium within Licensee’s control, within the end of the first full calendar quarter after the termination date.
Licensee will not be responsible for the recall of any Music once placed in the marketplace.
After termination, Licensee retains the right to issue Licenses, collect payment and remit Licensor’s share of revenue per the terms of this Agreement, of any usage of the Music occurring after the termination but placed in the market before termination.
Further, Licensee retains the right to collect payments and remit Licensor’s share of revenue on any Licenses issued prior to termination per the terms of this Agreement.
All monies due Licensor will be paid in U.S. Dollars (USD) via one single check payable to the mailing address on file.
Licensee reserves the right to distribute payment via PayPal, payable to Licensor at their appropriate PayPal email address.
By Licensor hereby agreeing to these terms & conditions and proceeding shall make this a valid, binding, and enforceable contract between them.
Licensor hereby indemnifies and holds Licensee harmless against all costs, expenses (including attorney's fees and disbursements) and damages which Licensee may incur as the result of any breach or alleged breach of the warranties, representations or covenants made by Composer in this agreement.
If a claim is presented against Licensee in which it is asserted that a Composition and/or Master Recording infringes upon or violates or interferes with the rights of any person, firm or corporation, Licensee shall notify Licensor of such claim, and Licensor (at Licensor's cost and expense) may participate in the defense thereof. Licensee shall have the right to control the defense and to settle or otherwise dispose of such claim in any manner that Licensee may determine, subject to the provisions of this Agreement.
Licensee may withhold such sums as Licensee in its sole discretion deems sufficient to protect Licensee from any and all liability, including all costs and attorneys' fees, out of any monies coming due Licensor hereunder to be held pending the outcome of such claim. Licensor agrees to reimburse Licensee for court costs and attorney’s fees incurred by Licensee in defending any claim or threatened claim.
The relationship of the parties under this agreement is acting as that of an independent contractor. The Licensor is an independent contractor and except as otherwise provided herein, no party shall have any right, power, or authority to create any obligation, express or implied, on behalf of any other party. Nothing in this agreement is intended to create or constitute a joint venture, partnership, agency, trust, or other association of any kind between the parties or persons referred to herein. By purchasing the All-Access Pass, you waive any existing rights to any refund for any courses you're currently enrolled in.
Licensor hereby understands that this purchase is valid for one (1) user and should Licensor share their username and/or password with another student who has not purchased All-Access, that Licensor’s account may be suspended at Licensee’s discretion without refund.
Licensor understands that if they purchased a “free trial” of All-Access, then that trial shall be for 30 days and will automatically renew every 30 days until canceled by Licensor. To cancel, email [email protected]
You hereby acknowledge and understand that this purchase is non-refundable.
Further, You hereby agree that we have the right use any recorded portion of the coaching sessions, consults, or any other interactions, including but not limited to emails, social media posts, posts in the product itself, for promotional purposes of the course, or any other product available on www.licenseyourmusic.com, including the right to use your name and likeness