Music License Agreement: All Access Subscription
1 Parties and Introduction
1.1 The terms set forth in this ALL ACCESS Subscription Music License (this “Agreement”) apply to the use of the subscription service provided by MorningLightMusic, LLC (“MorningLightMusic”), a North Carolina limited liability company with its principal office located in Mecklenburg County, North Carolina.
1.3 This Agreement grants you the right to use the Recordings in an audio-visual or audio-only work, created for the purpose to be used and distributed in accordance with the terms below. If you want to use the Recordings for other purposes than the purposes expressly permitted under this Agreement, you can find ‘Extended’ or ‘Premium’ Single-Track Licenses on the website.
2.1 In this Agreement the following words and expressions shall have the following meanings:
- “Recordings” means each and every sound recording contained in the MorningLightMusic catalogue on www.MorningLightMusic.io.
- “Subscription” means the music service subscription offered by MorningLightMusic, and the right to use the Recordings in accordance with the terms set forth in this Agreement.
3 License Grant and Restrictions
3.1 Subject to the terms and conditions of this Agreement, MorningLightMusic hereby grants to you a non-exclusive, non-transferable license, valid in perpetuity, to use the Recordings in the following applications:
(a) Synchronization with an audio-visual or audio-only work, to create an end product, such that, it is different in nature than the music track itself. Examples include social media (YouTube/Facebook/Instagram etc.) content, corporate presentations, in-store or on-hold background music, podcasts, games/apps/physical products, radio/television broadcasts, and indie/theatrical films.
3.2 You have the right to upload and distribute any end product containing any Recording, provided that the end product is completed, uploaded, and published during the term of this Agreement (See ‘Section 6’).
3.3 The rights above do not include the right to collect public performance royalties with respect to the Recordings, or to license any third party the right to exploit any end product, or to exploit any end product in any other method, manner or media than those specifically provided hereunder. MorningLightMusic expressly reserves such rights for itself (except as provided in Section 4).
3.4 The license granted under this Agreement does NOT cover usage of the Recordings in the following applications:
- (a) Redistribution of as a Recording “as-is”
- (b) Adding vocals, and reselling as a song
- (c) Reselling by incorporating into other royalty-free items such as stock video
- (d) Use in content that is obscene, pornographic, defamatory, or illegal in nature.
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 Recordings in accordance with the rights and licenses granted under this Agreement.
- (a) If you are hired to create a project for a client, your license covers them for their use of the specific project. The client cannot use the music for a different project, separate from what you were hired to create.
4 YouTube Monetization
4.1 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 end product (video) on YouTube (i.e. monetize). You are responsible for clearing ‘Third Party Claims’, in accordance with the instructions that MorningLightMusic provides under the Content ID section of the website. MorningLightMusic monetizes on unlicensed use of Recordings on YouTube and/or other platforms. Without correct clearance, MorningLightMusic is unable to tell a licensed end product from unlicensed use, and thus reserves the right to monetize any end product containing Recordings that are not correctly cleared for monetization. Should an end product licensed under this Agreement be monetized or otherwise receive a claim from MorningLightMusic, you may follow our Content ID guidelines, or notify MorningLightMusic at firstname.lastname@example.org and MorningLightMusic will discontinue such monetization/release the claim without undue delay. MorningLightMusic will have no responsibility, and will not reimburse you, for any monetization of end products by MorningLightMusic for any period prior to such end products having been correctly cleared for monetization.
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. MorningLightMusic will not refund any subscription fees paid, except as explicitly provided in this Agreement.
5.2 MorningLightMusic 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, for periods of twelve (12) months, or for a period of forever (when the one-time-payment is selected), as designated by you when purchasing a Subscription, (each such period a “Subscription Period“), until terminated by you or by MorningLightMusic prior to the end of the then-current Subscription Period.
6.2 MorningLightMusic has the right to terminate your subscription and this Agreement and to suspend your access the website at any time in the event of your actual or suspected unauthorized use of the Recordings 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 MorningLightMusic will have no liability or responsibility to you and that MorningLightMusic will not refund any amounts that you have already paid, if you terminate this Agreement, or if MorningLightMusic terminates this Agreement or suspends your access to the website 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 MorningLightMusic, or otherwise destroy or remove from any storage, any and all copies of the music catalogue and the Recordings contained therein.
6.5 For clarity, you may continue to distribute end products in accordance with Section 3.2.
7 Ownership and intellectual Property Rights
7.1 MorningLightMusic holds all copyrights and neighboring rights in and to the music catalogue and is the sole rights holder in respect of the Recordings.
7.2 You hereby acknowledge that you do not acquire any proprietary rights as a result of this Agreement in relation to any Recordings. The Recordings are the sole property of MorningLightMusic.
8 P.R.O. (Performance Rights Organization)
8.1 The performance of any Recordings in the exhibition of any program materials authorized hereunder may be made by systems having valid performance licenses from Broadcast Music, Inc. (“BMI”), or other applicable performing rights societies, as the case may be. The performance of any Composition in the exhibition of any program materials authorized hereunder by systems not having licenses there from is subject to clearance of the performing right either from ASCAP, BMI, SESAC or other applicable performing rights society, in accordance with their customary practices and the payment of their customary fees. This agreement shall not supersede any clearances with regard to any Composition or Master authorized hereunder as required by performance right societies in such portion of the Territory as is outside of the United States and its possessions, which shall be in accordance with their customary practices and the payment of their customary fees to the extent required hereunder
- (a) To clarify, ‘Public Performance’ royalties are still owed to the composer of the Recording every time the ‘Recording’ is performed publicly (television, radio, etc.). However, you/your client NEVER pay these royalties. They are paid by the network broadcasting the music.
- (b) The PRO information for all Recordings on www.MorningLightMusic.io are as follows:
- (i) Composer: Matthew John Torres, P.R.O: BMI, IPI: 735315355
- (ii) Publisher: Songtrust Blvd, IPI: 615755145
9 Trademarks and Credits
9.1 You are not granted any right or interest in or to the trademarks, brands or trade names of MorningLightMusic. You may not use MorningLightMusic trademarks, brands or trade names without the prior written consent of MorningLightMusic.
9.2 You undertake, to the extent reasonably possible, to ensure that MorningLightMusic’s name is displayed and credited in conjunction with the display of any end products containing the Recordings. Credits substantially similar in form and substance to the following are acceptable: Production Music courtesy of www.MorningLightMusic.io. The credit will, if possible, be displayed as a hyperlink to www.MorningLightMusic.io
10.1 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.
10.2 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.
10.3 IN NO CASE WILL MORNINGLIGHTMUSIC BE LIABLE TO YOU FOR DAMAGES THAT CORRESPOND TO A HIGHER VALUE THAN ALL LICENSE FEE AMOUNTS RECEIVED BY MORNINGLIGHTMUSIC FROM YOU DURING THE TERM OF THIS AGREEMENT PRIOR TO THE TIME SUCH DAMAGE AROSE
10.4 The above limitations of liability do not apply with respect to damage occasioned by fraud, willful misconduct, or gross negligence of a party.
11.1 You acknowledge and agree that the site www.MorningLightMusic.io is provided “as is” and MorningLightMusic 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.
12.1 You may not wholly or partially assign or pledge any of its rights and/or obligations under this Agreement without MorningLightMusic’s prior written consent. MorningLightMusic 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.
13.1 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.
14.1 Occasionally MorningLightMusic may, in its discretion, make amendments to this Agreement. If MorningLightMusic makes amendments to this Agreement that MorningLightMusic deems material for you, MorningLightMusic will notify you through the website. By continuing to use the www.MorningLightMusic.io after changes to this Agreement have been made you are expressing and acknowledging your acceptance of the changes
15 Applicable Law
15.1 This Agreement shall be governed by and construed under the laws of the State of North Carolina without regard to any conflict of law provision.