LoopSample.com Vendor Licensing Agreement
Parties to Agreement – This is a legal agreement between you (hereinafter known as “You” or “Licensor“) and LoopSample.com, a division of EBIAS MUSIC LIMITED. (hereinafter known as “LoopSample.com” or “Licensee“) to provide Licensor’s audio content for sale and commercial utilization at the LoopSample.com, and various other web sites operated by Licensee.
Recorded Content – You hereby warrant and represent that you are the sole and exclusive owner and publisher of all rights, including valid copyright, in the sound recordings and, if applicable, the underlying musical compositions as recorded which will be provided to Licensee (hereinafter to be referred to as the “Works“), or that you fully control the publishing of the Works and are authorized by the copyright holder(s) to publish the Works at LoopSample.com for sub-licensing to clients of Licensee for commercial uses. At all times Licensor shall retain full ownership of their Works.
Grant of Rights – Licensor grants to LoopSample.com a perpetual, irrevocable, non-exclusive, and assignable right to represent, market, sub-license, and distribute to clients on a worldwide basis the Works for all types of commercial and consumer uses, for the financial benefit of Licensor, including but not limited to TV shows, films, commercials, games, multimedia projects, theatrical productions, royalty-free commercial music service (hereafter “CMS uses“, also known variously as “environmental music”, or “in-store music”), ringtones, digital downloads, etc. and to grant to clients various rights as necessary including, but not limited to, master use rights, synchronization rights, mechanical rights, streaming rights, public performance rights, duplication rights, and related rights (also known as “neighboring rights”). Further, Licensor grants to LoopSample.com the right to represent, market, sub-license and distribute on a worldwide basis the Works to distributors, sub-publishers, marketing agents, resellers, and channel partners (collectively hereafter “Distributors“) for further sub-licensing and distribution to their clients under the same or similar terms of this license agreement, for all of the same types of commercial and consumer uses mentioned above, for the benefit of Licensor.
Internal Licensing Operations – Internal licensing sales shall occur via the LoopSample.com web site as well as via other optional internally-operated web sites including EbiasMusic.com, MidiAsia.com, as well as any custom-branded instances of these sites (hereafter the “Sites“). This license agreement shall govern Licensor’s participation within all the Sites.
Product Application and Works – Licensor agrees to submit a new Product Application (hereafter the “Application”) for each individual Product that Licensor desires to upload and market Works for at the Sites. LoopSample.com shall review each Application and in its sole and exclusive discretion may accept or reject any individual Application. When a Product is accepted by LoopSample.com to participate on the Sites, if at any time LoopSample.com determines that the Works being uploaded by Licensor for the Product seem unprofessional, substandard, offensive or otherwise unacceptable, LoopSample.com reserves the right in its sole and exclusive discretion to delete individual tracks or completely terminate any individual Product and remove that Product’s content from our Sites. Any pending or future earnings that may exist will of course be paid to Licensor during the standard commission payment cycles.
Pricing – Licensee shall assign an initial price to the Works during the product upload process, which may be modified by Licensor as appropriate. LoopSample.com may on occasion discount the pricing by a reasonable amount for individual licensing transactions as appropriate and/or necessary in order to close custom-negotiated deals. LoopSample.com reserves the right to adjust pricing for your tracks if you price your tracks too high or too low, substantially outside the range of standard market rates for the industries served by LoopSample.com.
Compensation – LoopSample.com shall pay Royalties to Licensor in the amount of 50% of gross licensing revenue attributable to the licensing of the Works by clients and Distributors. This shall apply to all revenue earned internally, via license sales to clients, as well as to any revenue earned externally via any external opportunities. For the avoidance of doubt, any fees paid by Clients in connection with any services performed for Client by Licensee, such as research and music supervision services, shall not be deemed part of the licensing revenue, and Licensee shall invoice Clients separately from any licensing fees for such services. Licensor agrees to compensate as appropriate and in full any and all rights-holders in its catalog, such as but not limited to composers, lyricists, arrangers, producers, performers, artists, vocalists, session players, etc. from the Royalties as received from LoopSample.com and shall not obligate, nor attempt to obligate LoopSample.com to make direct compensation to any other or additional rights-holders or third parties from the licensing revenue received by LoopSample.com.
Term – The Term of this license is perpetual and irrevocable (i.e. forever and cannot be terminated). For clarification, any Works uploaded to the LoopSample.com web site shall be considered to be perpetually licensed to LoopSample.com and shall not be eligible for removal or take-down, subject to the conditions in the following paragraph. By way of explanation, a perpetual license is essential to providing for a stable shopping experience for our clients, and the continual availability of the Works on the LoopSample.com. Further, various clients and Distributors that LoopSample.com works with to make available the LoopSample.com music library for their production usage require a perpetual license, hence take-downs are counter-productive to maintaining and establishing such long-term relationships. Your participation at LoopSample.com will be under a five-year license term, at the end of that five year term if you continue to participate at LoopSample.com, your license to LoopSample.com shall convert to a perpetual license and all Works previously uploaded shall then be perpetually licensed to LoopSample.com, however with a 30-day period provided to you after the five-year term has ended in which you may remove any Works that were uploaded during the five year term. After that 30-day grace period elapses, all Works still remaining on the site, as well as any new Works uploaded to the site, shall be considered to be perpetually licensed to LoopSample.com.
Disabling or Deleting products – In general, take-downs are prohibited and disallowed. Take-downs are disruptive to business and to our clients, and hence unless there is a compelling reason for any track to be deleted or withdrawn, take-down requests will generally be denied. Any individual product take-downs or removals are at the sole and exclusive discretion of Licensee. For clarification, Licensor may request that any individual product be disabled for sale, or deleted from the Sites, or withdrawn from any external distribution, however such take-downs, deletions and/or withdrawals are granted on a case-by-case basis at the sole and exclusive discretion of Licensee, and may be denied. Further, products that have been exported for external distribution to any of the various deals Licensee is involved in and which Licensor has elected to participate in cannot ever be taken down or withdrawn, they will remain in the deals in perpetuity, earning revenue for Licensor in perpetuity.
External Distributions – Licensor may choose to participate in various external distribution opportunities that Licensee makes available to its vendors. At the commencement of this agreement, and as Licensor adds new artists to this agreement, each new artist will be automatically opted-in to participate in most of the available external distribution opportunities. For any tracks that are externally distributed, such distributions are permanent and take downs are forever prohibited. For clarification, such external licensing activity for any of Licensor’s tracks that have been distributed externally shall continue in perpetuity and takedowns shall be forever prohibited. Any revenue earned via external distribution licensing or sales shall be paid to Licensor in the calendar quarter following the quarter in which the revenue was received at LoopSample.com.
Commissions Payments – Within 15 days after the end of each calendar quarter, Licensee shall email Licensor a quarterly royalty statement detailing each individual product sale and all other earned revenue. Once Licensor’s accumulated royalties are equal or greater than $100.00, Licensee shall send payment to Licensor within 30 days after the end of each calendar quarter. Licensee requires Licensor to utilize a PayPal account to receive payment because payment can be issued by Licensee in a timely manner and avoids potential delays and problems that can occur with mailed checks (please visit www.PayPal.com to setup a free account). LoopSample.com uses PayPal’s service to make payments. For all vendors, a fee of 3% is deducted from your quarterly payment to cover the fee charged by PayPal to make international payments. For Licensors located in a country which does not accept PayPal payments, wire transfers may be used instead, however the payment threshold is $400 (instead of $100) and a $50 fee is charged to Vendor to cover the bank costs for Licensee to disburse payment via wire transfer.
Works may be used for marketing and promotional purposes – Licensee may, in its sole discretion and without compensation to Licensor, utilize the Works to advertise and promote the Sites and the Works for the purposes of raising public awareness of the Sites and/or the Works themselves, to attract clients to visit the Sites to license the Works or close new licensing deals of any kind.
Confidentiality – All communications between Licensor and Licensee (and any staff members at Licensee) will be held in strict confidence at all times. Further, all information available in the LoopSample.com Knowledge Base shall be deemed to be privileged information also to be held in strict confidence at all times. You recognize that any breach or disclosure of confidential information to unauthorized parties will result in irreparable injury to Licensee and that monetary damages alone will be an inadequate remedy in such case, and receiver therefore agrees that Licensee may, if it so elects, institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this agreement, or to enforce the specific performance of this agreement by you, or to restrain or enjoin you or any person associated with you from all activities in violation of this agreement. Licensee shall be entitled to recover any and all costs and expenses, including, without limitation, reasonable attorney’s fees in enforcing this agreement and the provisions of this agreement against receiver.
Disruptive Conduct – If Licensor engages in disruptive conduct such as destructive or malicious editing of track data or artist data, creating disruptive network activity or traffic, hacking, theft of digital content, or any other type of offensive, problematic, undesirable, harmful or destructive conduct, LoopSample.com reserves the right to block Licensor from login access to their account at LoopSample.com in perpetuity, or to block information editing capabilities for Licensor within their account, or to otherwise restrict or block Licensor’s access to the LoopSample.com and related web sites as may be appropriate based on the circumstances of Licensor’s disruptive conduct.
Non-Disparagement – Licensor agrees to take no action which is intended, or would reasonably be expected, to disparage or harm LoopSample.com or its reputation, or which would reasonably be expected to lead to unwanted or unfavorable publicity for LoopSample.com, any of its employees, artists, associates or partners. For purposes of this section, “disparage” shall mean any negative statement, whether written or oral. The parties agree and acknowledge that this Non-Disparagement clause is a material term of this Agreement, the absence of which would have resulted in LoopSample.com refusing to enter into this Agreement. In the event Licensor breaches any component of this Non-Disparagement provision at any time, Licensor acknowledges and agrees that it would be impractical or extremely difficult to ascertain the amount of actual damages to LoopSample.com. For this reason, Licensor agrees that any violation of the Non-Disparagement provision of this Agreement shall result in the imposition of liquidated damages, and not as a penalty, in the amount of Ten-Thousand Dollars ($10,000.00 USD), per each occurrence, to be paid by Licensor to LoopSample.com, which represents the reasonable compensation for the loss incurred because of the breach.
Indemnification – Licensor shall fully indemnify, defend and hold harmless LoopSample.com and its parent company EBIAS MUSIC. from all loss, damage and expense (including reasonable attorney’s fees) arising out of or connected with any claim by a third party which is inconsistent with any of Licensor’s warranties in this agreement, or by reason of any adjudication invalidating the Licensor’s copyrights in the Works which results in a final, adverse, non-appealable judgment or a settlement entered into with Licensor’s consent.
General – This Agreement is non-assignable and shall be binding upon the heirs, successors and legal representatives of each of the parties hereto. Any cause of action by Licensor with respect to this agreement must be instituted within one year after the claim or cause of action has arisen or further action is forever barred. This agreement represents the full and complete understanding between the parties. If any clause of this agreement is held to be invalid, the agreement continues in effect with all other clauses in effect.
By submitting a Vendor Application to participate as a Licensor at LoopSample.com, and by your continuing participation at LoopSample.com, Licensor hereby acknowledges consent to the terms of this agreement.