This Agreement Is Made Effective by and between:
Quantum Music Works Inc., A Corporation Existing Under The Laws of British Columbia, Canada (“Licensor”)
A User of Licensed Music Accessible from www.quantummusicworks.com (“Licensee”)
(collectively, Licensor and Licensee are referred to as the “Parties”)
WHEREAS Licensor is the owner or license holder of copyrights in the Licensed Music accessible for Licensee to download from the Website;
AND WHEREAS Licensor, upon receipt of payment from Licensee, is prepared to grant the Licensee a limited, non-exclusive license to use the Licensed Music available through the Website in accordance with the terms of this Agreement and subject to the Licensee complying at all times with the terms and conditions detailed in this Agreement;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows:
1.1 “Commercial Use” means the Licensee or end user of the Project will sell or otherwise profit from the Project.
1.2 “Copyrights” means the copyright in the Licensed Music.
1.3 “Custom License” has the meaning set out in Section 3.1.
1.4 “License Generator” means the pricing system located on the Website and completed by Licensor.
1.5 “Licensed Music” means any music file available in any computer readable, audio file format which is available for Licensee to download from the Website in accordance with the terms of this Agreement.
1.6 “Non-Commercial Purposes” means the categories of use set out in Section 17, all being categories where the end user of the Project does not sell or otherwise profit from the Project.
1.7 “Project” means project identified by the Licensee in the License Generator or in the Custom License.
1.8 “Standard License” means the license detailed in paragraphs 2.1 through 2.3.
1.9 “Standard License Fee” means the license fee per track of Licensed Music, as set out in the License Generator.
1.10 “Streaming” means the transference of multimedia data online on websites, social media channels and all other similar internet placements.
1.11 “Website” means the website accessible at www.quantummusicworks.com.
2.1 Subject to the terms of this Agreement, Licensor grants and Licensee, by paying the Standard License Fee) accepts a single use, single site, non-transferable and non-exclusive license to download and use the Licensed Music for synchronization within the Licensee’s production, solely for the Project and solely for the Non-Commercial Purpose identified in the License Generator.
2.2 Licensor and Licensee agree that the following additional terms apply to the Standard License:
3.1 The Licensee may use the Licensed Music for Commercial Use only subject to the terms of a customized license agreement (“Custom License”) entered into between the Licensee and the Licensor. Using the Licensed Music beyond the scope of the Standard License requires that Licensee enter into a Custom License with the Licensor.
4.1 All Licensees who have purchased the right to download the Licensed Music from the Website according to the Standard License should acknowledge where possible, by way of a visible or audible credit that the Licensed Music used in accordance with the terms of this Agreement has been provided by Licensor. Credit should be stated as follows: “Track Title” by “Artist’s Name” licensed by Quantum Music Works Inc., with the term “Track Title” being substituted by the name of the track used on the Website.
5.1 If the Licensee uses or intends to use any Licensed Music, registered by a member of a PRO (performance rights organization) if indicated as such on the Website, on broadcast television, broadcast radio, or in a movie shown in a movie theater, then prior to the Licensed Music being broadcast, the Licensee shall submit to the such PRO of the Licensee’s country of residence an appropriate cue sheet downloaded or obtained either from the PRO of the Licensee’s country of residence or the Website. Licensee shall also promptly submit a copy of such cue sheet to Quantum Music Works Inc. Instructions and a sample cue sheet can be found at www.quantummusicworks.com
6.1 Subject to the terms of the Agreement, and subject to Licensee’s absolute compliance with all terms of this Agreement, the Licensee may use the Licensed Music for the term set out in Section 16 below.
6.2 Notwithstanding paragraph 5.1, this Agreement may be terminated at any time and at the sole discretion of the Licensor including, but not limited to: (i) any breach of this Agreement by the Licensee; or (ii) any termination of any agreement by which Licensor obtains or obtained rights in any of the Licensed Music; or (iii) any change of control of the Licensor upon seven (7) days’ notice being given in accordance with paragraph 6.2 herein.
6.3 In the event of any breach (or threatened breach) of this Agreement by the Licensee, the Licensor may terminate this Agreement at its sole discretion. The Licensee hereby acknowledges that any breach by the Licensee of this Agreement constitutes irreparable harm to the Licensor. Accordingly, the Licensee hereby agrees that upon the breach or threatened breach of any terms of this Agreement, the Licensor shall be entitled to an injunction enjoining any breach of this Agreement, as well as any other rights and remedies available at law or in equity for such a breach.
7.1 With respect to any notice to be given pursuant to this Agreement, such notice shall be addressed in accordance with the particulars set forth below:
QUANTUM MUSIC WORKS INC.
1148-1124 Lonsdale Ave
North Vancouver, BC
7.2 The Licensee hereby agrees and acknowledges that the Licensor may give notice to the Licensee using either the e-mail address provided by the Licensee at the time the Licensee downloads the Licensed Music from the Website or by publishing the notice on the Website, all at the sole discretion of the Licensor.
8.1 Licensee hereby agrees to inform Licensor promptly in the event that Licensee becomes aware of any unauthorized use or infringement of the Licensed Music or Copyrights.
8.2 Licensor retains the right, at its sole discretion, to pursue legal proceedings against third parties for infringement of the licensed rights under this Agreement. Subject to this paragraph, Licensee may not initiate any legal proceedings with respect to the Copyrights or the Licensed Music licensed under this Agreement. If Licensor does not institute legal proceedings against third parties for infringement of the rights licensed by way of this Agreement within ninety (90) days following Licensee’s written request to do so, Licensee may, upon obtaining written approval from Licensor, initiate such legal proceedings at Licensee’s sole cost and expense. Any sums recovered from such legal proceedings initiated by Licensee shall be divided equally between Licensee and Licensor.
9.1 Licensee hereby agrees to indemnify, defend, and hold Licensor, its officers, directors, partners, shareholders, employees, representatives and agents from and against any and all claims, actions, liability, and damages, and expenses related thereto (including attorneys’ fees) arising out of, or in connection in any way with: (i) Licensee’s use of the Licensed Music; (ii) the Copyrights; or (iii) this Agreement.
9.2 Licensor, its officers, directors, partners, shareholders, employees, representatives and agents shall have no liability or responsibility to Licensee or to any other person or entity with respect to any liability, loss or damage caused or alleged to be caused directly or indirectly by (i) the Licensed Music; (ii) the Copyrights; or this Agreement.
10.1 The Licensee hereby agrees not to assign its rights and obligations under this Agreement. The Licensor shall retain the right to assign its rights and obligations at its sole discretion. This Agreement shall enure to the benefit of the Licensor and its respective successors and assigns.
11.1 Licensor disclaims any and all warranties as to the Licensed Music and the Copyrights, whether express or implied, including but not limited to, any implied warranties of merchantability, infringement, satisfactory quality, accuracy or fitness for a particular purpose and all warranties arising from any dealing with the Licensor or usage, directly or indirectly, of the Website, the Licensed Music, or the Copyrights. In no event will Licensor be liable to Licensee or any third party (whether based in contract, tort, strict liability or any other legal theory) for any indirect, incidental, special or consequential damages arising out of any dealing with the Licensor or usage, directly or indirectly, of the Website, the Licensed Music or the Copyrights.
12.1 In the event that any term or provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such term or provision shall be severable from this Agreement and shall not affect the validity of the remaining terms or provisions of this Agreement.
13.1 In addition to those provisions of the Agreement which by their nature survive the termination or expiry of the Agreement, the following paragraphs shall survive termination of the Agreement: paragraphs 2.3, 9.1, 9.2, 11, and 15.1.
14.1 This Agreement shall be governed by and construed in accordance with the laws of British Columbia (and the applicable federal laws therein) and the Parties agree to accept and submit to the exclusive jurisdiction of the courts of the Province of British Columbia and the Federal Court of Canada, where applicable and as governed by the federal laws of Canada.
15.1 This Agreement constitutes the entire agreement between the Parties and shall supersede and replace any and all prior agreements between the Parties. This Agreement may be amended at any time by the Licensor and at the sole discretion of the Licensor.
16.1 The headings of the several sections of this Agreement are inserted for convenience of reference only and are not intended to affect the meaning or interpretation of this Agreement.
16.2 The language in this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the Parties. Any rule of construction that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement. The Parties hereby acknowledge that the preamble forms an integral part of this Agreement. Unless the context requires otherwise, words importing the singular include the plural and vice versa. In this Agreement, “including”, “include” and “includes” means “including without limitation”, “include without limitation”, and “includes without limitation”, respectively.
17.1 For purposes of this Standard License, the Non-Commercial Purposes are the following: