Exceptions and Limitations. 3.1 The licences granted under clause 2 are valid only insofar as: (a) the Licensed Services are Music Services. Should the Licensee offer or wish to offer modified or additional services that are not Music Services under this Agreement but which require a licence for the use of Repertoire Works the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request; and (b) the Licensee is the Music Service Provider in relation to the Licensed Services (c) the Licensed Services are provided solely in the Territory and not in any additional countries. Should the Licensee wish to provide the Licensed Services in any additional country outside of the Territory the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request. 3.2 Subject to clause 2.5, the incorporation of Commercial Works into Audio-Visual Material is only licensed under this Agreement where the Audio- Visual Material consists of: (a) a Music Videogram; or (b) a live concert performance or a film of a live concert performance by the artist performing that particular Commercial Work; or (c) subject to clause 4.5, such Commercial Works being combined with photographs or other images relating to the artist performing the Commercial Work or the composer of the Commercial Work; or (d) subject to clause 4.5, an interview with an artist, composer, producer or other person involved in the creation, performance or production of music where the Commercial Work(s) used are associated with the interviewee(s); or (e) where permitted under clause 4.1, a performance of Permitted Excerpts of the Dramatico-Musical Work of which the Commercial Work forms part. For the avoidance of doubt, such Audio-Visual Material as is licensed under 3.2(a) to (e) above is only licensed insofar as it is reproduced or communicated to the public via the Licensed Services. 3.3 For the avoidance of doubt, this Agreement does not grant any “synchronisation licence” (to the extent that such a licence may be required by the Licensee) covering the initial fixation of Repertoire Works in combination with visual images to create and produce Audio-Visual Material. 3.4 For the avoidance of doubt, the licences granted under clause 2 shall not authorise the manufacture or distribution of physical products containing Repertoire Works, such as (without limitation) the ordering of compact discs (or any other type of physical media) via the Licensed Service, but which are distributed by mail. 3.5 For the avoidance of doubt, the licences granted under clause 2 shall not extend to the public performance (as that term is used in the Act) of Repertoire Works, whether as part of the Licensed Services or otherwise. 3.6 Subject to clause 2.5, the licence granted under clause 2.1 shall not permit the use of Repertoire Work(s) with any advertising or sponsorship of whatsoever nature where: (a) such Repertoire Work(s) are incorporated into such advertising or sponsorship; or (b) such Repertoire Work(s) are otherwise presented in such a way that a reasonable person might associate the Repertoire Work(s) with the advertising or sponsorship. 3.7 For the avoidance of doubt (but without prejudice to the generality of clause 3.6), the licences granted under clause 2 shall not apply to any Repertoire Work(s) made available for the purpose of (whether in whole or in part): (a) directly or indirectly encouraging the User to purchase or obtain goods or services of whatsoever nature (other than music via the Licensed Service); or (b) promoting the branding of the Licensee, any affiliate of the Licensee or any third party; in such a manner that: (i) one or more particular Repertoire Works, composers or writers are associated with such promotion; or (ii) a reasonable person might assume that there was an association between particular Repertoire Works, composers or writers and such promotion. 3.8 Except where expressly agreed otherwise in writing between the parties, the licences granted under clause 2 shall not apply to graphic copies (meaning, without limitation, copies of lyrics (except in the case of a Karaoke Service licensed hereunder), notation or scores) of Repertoire Works. 3.9 Subject to the provisions of this clause 3.9, the licence granted under clause 2.2 shall apply to the communication to the public of Repertoire Works within the Licensed Service including where such communication to the public is not as part of a music download, stream or webcast constituting the substantial offering of the Licensed Service. However, the licence granted under clause 2.2 only applies if all of the following conditions are met: (a) the Licensee has the benefit of a valid licence for or a right to make a reproduction of that particular Repertoire Work and for that particular form of exploitation via the Licensed Service either pursuant to this Agreement or otherwise; and (b) the licence of the communication to the public of such Repertoire Work is not otherwise excluded under the terms of this Agreement; and (c) the Licensors and the Licensee have agreed the additional fee that shall be payable in respect of such communication to the public and that fee has been paid by the Licensee to the Licensors. By way of example only, the licence granted by MCPS under clause 2.1 does not cover the copying of Repertoire Works in an advertisement (see clause 3.6 above). However, clause 3.6 does not apply to the licence granted by PRS under clause
Appears in 4 contracts
Samples: License Agreement, License Agreement, License Agreement
Exceptions and Limitations. 3.1 The licences granted under clause 2 are valid only insofar as:
(a) the Licensed Services are Music Services. Should the Licensee offer or wish to offer modified or additional services that are not Music Services under this Agreement but which require a licence for the use of Repertoire Works the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request; and
(b) the Licensee is the Music Service Provider in relation to the Licensed Services
(c) the Licensed Services are provided solely in the Territory and not in any additional countries. Should the Licensee wish to provide the Licensed Services in any additional country outside of the Territory the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request.
3.2 Subject to clause 2.5, the incorporation of Commercial Works into Audio-Visual Material is only licensed under this Agreement where the Audio- Audio-Visual Material consists of:
(a) a Music Videogram; or
(b) a live concert performance or a film of a live concert performance by the artist performing that particular Commercial Work; or
(c) subject to clause 4.5, such Commercial Works being combined with photographs or other images relating to the artist performing the Commercial Work or the composer of the Commercial Work; or
(d) subject to clause 4.5, an interview with an artist, composer, producer or other person involved in the creation, performance or production lyrics of music where the Commercial Work(s) used are associated with reproduced graphically on the interviewee(sscreen as the music plays for the purpose singing along to the Commercial Work(s); or
(e) where permitted under clause 4.1, a performance of Permitted Excerpts of the Dramatico-Musical Work of which the Commercial Work Works forms part. For the avoidance of doubt, such Audio-Visual Material as is licensed under 3.2(a3.1(a) to (ed) above is only licensed insofar as it is reproduced or communicated to the public via the Licensed Services.
3.3 3.2 For the avoidance of doubt, this Agreement does not grant any “synchronisation licence” (to the extent that such a licence may be required by the Licensee) covering the initial fixation of Repertoire Works in combination with visual images to create and produce Audio-Visual Material.
3.4 3.3 For the avoidance of doubt, the licences Licences granted under clause 2 shall not authorise the manufacture or distribution of physical products containing Repertoire Works, such as (without limitation) the ordering of compact discs (or any other type of physical media) via the Licensed Service, but which are distributed by mail.
3.5 For the avoidance of doubt, the licences granted under clause 2 this Agreement shall not extend to the public performance (as that term is used in the Act) of Repertoire WorksWorks at the End Customers Sites, whether as part of the Licensed Services or otherwise. A separate licence for the public performance of the Repertoire Work(s) must be obtained (by the entity requiring such a licence) from PRS, and elsewhere from the relevant performing right society in the relevant country.
3.6 Subject to clause 2.5, the 3.4 The licence granted under clause 2.1 of this Agreement shall not permit the use of Repertoire Work(s) with any advertising or sponsorship of whatsoever nature where:
(a) such Repertoire Work(s) are incorporated into such advertising or sponsorship; or
(b) such Repertoire Work(s) are otherwise presented in such a way that a reasonable person might associate the Repertoire Work(s) with the advertising or sponsorship.
3.7 3.5 For the avoidance of doubt (but without prejudice to the generality of clause 3.63.4), the licences granted under clause 2 this Agreement shall not apply to any Repertoire Work(s) made available for the purpose of (whether in whole or in part):
(a) directly or indirectly encouraging the User End Customer to purchase or obtain goods or services of whatsoever nature (other than music via the Licensed Service); or
(b) promoting the branding of the Licensee, any affiliate of the Licensee or any third party; in such a manner that:
(i) one or more particular Repertoire Works, composers or writers are associated with such promotionpromotions; or
(ii) a reasonable person might assume that there was an association between particular Repertoire Works, composers or writers and such promotion.
3.8 Except where expressly agreed otherwise in writing between the parties, the licences 3.6 The licence granted under clause 2 2.1 shall not apply to graphic copies (meaning, without limitation, copies of lyrics (except in the case of a Karaoke Service licensed hereunder)lyrics, notation or scores) of Repertoire WorksWorks other than where lyrics are provided on-screen in a Karaoke Service.
3.9 Subject 3.7 For the avoidance of doubt, this Agreement grants no licence whatsoever in relation to the provisions of this clause 3.9, the licence granted under clause 2.2 shall apply to the communication to the public of Repertoire Works within which are made available by the Licensed Service including where such communication to the public is not as part of a music download, stream or webcast constituting the substantial offering Licensee outside of the Licensed Service. However, such other exploitation of Repertoire Works may fall within the licence granted under clause 2.2 only applies if scope of other licensing schemes operated by the Licensors, details of which shall be made available to the Licensee on request.
3.8 Where any Repertoire Work forms part of any Dramatico-Musical Work, the Licences shall not apply, in relation to Audio-Visual Material, to the reproduction of:
(a) the whole Dramatico-Musical Work; or
(b) any excerpt(s) from such Dramatico-Musical Work unless all of the following conditions are metcircumstances apply:
(i) that which is copied or communicated to the public via the Licensed Services under this Agreement contains only excerpt(s) within the definition of Permitted Excerpts; and
(ii) neither of the Licensors has notified the Licensee in writing that their Member or the Associated Society Member objects to the reproduction of any such Repertoire Work.
3.9 Where any Repertoire Work forms part of any Dramatico-Musical Work, the Licences granted under this Agreement shall not apply, in relation to material other than Audio-Visual Material, to the reproduction of the whole or substantially the whole Dramatico-Musical unless:
(a) the Licensee has specifically notified the benefit of a valid licence for Licensors that it wishes to reproduce the whole or a right to make a reproduction of that particular Repertoire Work and for that particular form of exploitation via substantially the Licensed Service either pursuant to this Agreement or otherwisewhole work; and
(b) the licence Licensors have notified the Licensee that all relevant Members consent to such reproduction For the purposes of this clause 3.9, the expression “Dramatico-Musical Work” shall include any version of such work (with or without cuts, additions, interpolations or the like) which has been publicly performed. Furthermore, for the avoidance of doubt, substantially the whole work shall be deemed to be reproduced where all or nearly all the individual songs or other music included in the work are reproduced.
3.10 In any event, the Licences only apply to the relevant Repertoire Works and not (by way of example only) to any underlying dramatic or literary work which forms part of the communication Dramatico-Musical Work or which such Dramatico- Musical Work is based on or uses.
3.11 The Licences granted under this Agreement shall not extend to or permit any adaptation of any Repertoire Work to be copied or communicated to the public as part of a Licensed Service unless the relevant Member has consented to such Repertoire Work is not otherwise excluded under the terms of this Agreement; and
(c) the Licensors and the Licensee have agreed the additional fee that shall be payable in respect of such communication to the public and that fee has been paid by the Licensee to the Licensorsadaptation. By way of example only, this applies to:
(a) any sampling (meaning the licence taking of part of the music and/or lyrics of a Repertoire Work and incorporating such part into another Musical Work) or the communication to the public or reproduction in the form of a sample of such part of a Repertoire Work; or
(b) using with music lyrics other than those written to be used with the music or authorised for use with the music; or
(c) using with lyrics music other than that written to be used with the lyrics or authorised for use with the lyrics. However, provided that such alterations do not amount to an adaptation of a Repertoire Work and do not contravene clause 3.12, then this Agreement shall apply in relation to Repertoire Works that have been modified (including music and/or lyrics) for the purpose of satisfying the requirements of the relevant recording.
3.12 The Licences granted under this Agreement shall not extend to:
(a) the reproduction or communication to the public of any Commercial Work or part thereof in the form of a parody or burlesque of any Commercial Work or of any composer or writer of any Commercial Work or any band or other group of artists which includes any composer or writer of any Commercial Work; or
(b) the use of any Commercial Work in any context which the Licensee ought reasonably to consider as being likely to be insulting or detrimental to the composer or artist featured on the commercially released sound recording of the music or the relevant Member or Associated Society Member.
3.13 Any additional limitations in relation to the Associated Societies’ rights to grant the licences set out in clause 2 of this Agreement which have been notified to the Licensee in writing (which may include by MCPS email) and shall be binding no less than 10 days following such notice. Where any restriction of a material nature is added, the Licensee shall have the right to terminate this Agreement by giving written notice to the Licensors.
3.14 All rights not specifically granted under clause 2.1 this Agreement are hereby reserved.
3.15 This Agreement only covers Repertoire Works. It does not cover extend to other rights or interests, including (by way of example only), sound recordings (other than PMSRs), films, dramatic works, performers’ rights, moral rights or rights in performances. The Licensee is required to obtain the copying appropriate waivers, consents, and/or licences from the person(s) owning or controlling rights in relation to sound recordings (other than PMSRs) containing Repertoire Works or performers of that Repertoire Work. .
3.16 It is the responsibility of the Licensee to obtain all necessary licences in relation to any Musical Work which is not, or to the extent that it is not, a Repertoire Work, and no licence is granted under this Agreement in relation thereto.
3.17 Nothing in this Agreement affects the moral rights of authors of Repertoire Works whether subsisting in the UK or any other territory.
3.18 The Licensee shall not reproduce or authorise or permit the reproduction in the form of any Master Copy or copy thereof or import or distribute or authorise the importation or distribution of any Master Copy or copy thereof embodying any Repertoire Work (whether in the form of an advertisement audio-only or audio-visual recording):
(see clause 3.6 above). However, clause 3.6 a) which has not previously been reproduced in the form of any Audio-Only Recording of any nature with the consent of the Copyright Owner thereof; or
(b) where copies of any such Audio-Only Recording have not been made available by or with the consent of the Copyright Owner thereof for the purposes of the commercial exploitation thereof; or
(c) where the Audio-Only Recording embodying such Repertoire Work was not made with the consent of the Copyright Owner thereof in the territory in which such Audio-Only Recording was made or where the Audio-Only Recording was made in a territory in which copyright does not apply to the licence granted by PRS under clausesubsist in such Repertoire Work.
Appears in 2 contracts
Exceptions and Limitations. 3.1 The licences granted under clause 2 of this Agreement are valid only insofar as:
(a) the Licensed Services are Music Services. Should the Licensee offer or wish to offer modified or additional services that are not Music Services under this Agreement but which require a licence for the use of Repertoire Works the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request; and
(b) the Licensee is the Music Service Provider in relation to the Licensed Services.
(c) the Licensed Services are provided solely in the Territory and not in any additional countries. Should the Licensee wish to provide Gross Revenue from the Licensed Services in any additional country outside does not exceed €7,000 (excluding VAT) per annum. The Licensee shall notify the Licensors if the Gross Revenue from the Licensed Services exceeds the sum of the Territory €7,000 (excluding VAT) per annum. In such a case, the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably requestapply for a Joint Online Licence, which if granted, shall replace this Agreement.
3.2 Subject to clause 2.5, the The incorporation of Commercial Works into Audio-Audio- Visual Material is only licensed under this Agreement where the Audio- Audio-Visual Material consists of:
(a) a Music Videogrammusic videogram; or
(b) a live concert performance or a film of a live concert performance by the artist performing that particular Commercial Work; or
(c) subject to clause 4.54.3, such Commercial Works being combined with photographs or other images relating to the artist performing the Commercial Work or the composer of the Commercial Work; or
(d) subject to clause 4.54.3, an interview with an artist, composer, producer or other person involved in the creation, performance or production of music where the Commercial Work(s) used are associated with the interviewee(s); or
(e) where permitted under clause 4.1, a performance of Permitted Excerpts of the Dramatico-Musical Work of which the Commercial Work forms part. For the avoidance of doubt, such Audio-Visual Material as is licensed under 3.2(a) to (ed) above is only licensed insofar as it is reproduced or communicated made available to the public via the Licensed Services.
3.3 For the avoidance of doubt, this Agreement does not grant any “synchronisation licence” (to the extent that such a licence may be required by the Licensee) covering the initial fixation of Repertoire Works in combination with visual images to create and produce Audio-Visual Material.
3.4 For the avoidance of doubt, the licences granted under clause 2 of this Agreement shall not authorise the manufacture or distribution of physical products containing Repertoire Works, such as (without limitation) the ordering of compact discs (or any other type of physical media) via the Licensed a Music Service, but which are distributed by mail.
3.5 For the avoidance of doubt, the licences granted under clause 2 of this Agreement shall not extend to the public performance performing, showing or playing a copy in public, broadcasting a copy, including a copy in a cable programme service, issuing copies of or renting or lending (as that term those terms is used in the Act) of Repertoire Works, whether as part of the Licensed Services or otherwise.
3.6 Subject to clause 2.5, the The licence granted under clause 2.1 of this Agreement shall not permit the use of Repertoire Work(s) with any advertising or sponsorship of whatsoever nature where:
(a) such Repertoire Work(s) are incorporated into such advertising or sponsorship; or
(b) such Repertoire Work(s) are otherwise presented in such a way that a reasonable person might associate the Repertoire Work(s) with the advertising or sponsorship.
3.7 For the avoidance of doubt (but and without prejudice to the generality of clause 3.6), the licences granted under clause 2 these terms and conditions shall not apply to any Repertoire Work(s) made available for the purpose of (whether in whole or in part):
(a) directly or indirectly encouraging the User to purchase or obtain goods or services of whatsoever nature (other than music via the Licensed Service); or
(b) promoting the branding of the Licensee, any affiliate of the Licensee or any third party; in such a manner that:
(i) one or more particular Repertoire Works, composers or writers are associated with such promotion; or
(ii) a reasonable person might assume that there was an association between particular Repertoire Works, composers or writers and such promotion.;
3.8 Except where expressly agreed otherwise in writing between the parties, the licences The licence granted under clause 2 2.1 shall not apply to graphic copies (meaning, without limitation, copies of lyrics (except in the case of a Karaoke Service licensed hereunder)lyrics, notation or scores) of Repertoire Works. For the avoidance of doubt, the licences granted under these terms and conditions shall not apply to any “karaoke” service within a Music Service.
3.9 Subject to the provisions of this clause 3.9, the The licence granted under clause 2.2 shall only apply to the communication a Repertoire Work made available to the public of Repertoire Works within the Licensed Service including where such communication to the public is not as part of a music download, stream or webcast constituting the substantial offering of the Licensed Service. However, the licence granted under clause 2.2 only applies if all of the following conditions are met:
(a) Service where the Licensee has the benefit of a valid licence for or a right to make a reproduction of that particular Repertoire Work and for that particular form of exploitation via the Licensed Service either pursuant to this Agreement these terms and conditions or otherwise; and
(b) the licence of the communication to the public of such Repertoire Work is not otherwise excluded under the terms of this Agreement; and
(c) the Licensors and the Licensee have agreed the additional fee that shall be payable in respect of such communication to the public and that fee has been paid by the Licensee to the Licensors. By way of example only, the licence granted by MCPS MCPSI under clause 2.1 does not cover the copying of Repertoire Works in an advertisement (see clause 3.6 3.5 above). However, clause 3.6 does not apply to the licence granted by PRS under clausegranted
Appears in 2 contracts
Samples: Joint Limited Online Exploitation Licence for Private Use, Joint Limited Online Exploitation Licence for Private Use
Exceptions and Limitations. 3.1 The licences granted under clause 2 are valid only insofar as:
(a) the Licensed Services are Music Services. Should the Licensee offer or wish to offer modified or additional services that are not Music Services under this Agreement but which require a licence for the use of Repertoire Works the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request; and
(b) the Licensee is the Music Service Provider in relation to the Licensed Services
(c) the Licensed Services are provided solely in the Territory and not in any additional countries. Should the Licensee wish to provide the Licensed Services in any additional country outside of the Territory the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request.
3.2 Subject to clause 2.5, the incorporation of Commercial Works into Audio-Visual Material is only licensed under this Agreement where the Audio- Audio-Visual Material consists of:
(a) a Music Videogram; or
(b) a live concert performance or a film of a live concert performance by the artist performing that particular Commercial Work; or
(c) subject to clause 4.5, such Commercial Works being combined with photographs or other images relating to the artist performing the Commercial Work or the composer of the Commercial Work; or
(d) subject to clause 4.5, an interview with an artist, composer, producer or other person involved in the creation, performance or production lyrics of music where the Commercial Work(s) used are associated with reproduced graphically on the interviewee(sscreen as the music plays for the purpose singing along to the Commercial Work(s); or
(e) where permitted under clause 4.1, a performance of Permitted Excerpts of the Dramatico-Musical Work of which the Commercial Work Works forms part. For the avoidance of doubt, such Audio-Visual Material as is licensed under 3.2(a3.1(a) to (ed) above is only licensed insofar as it is reproduced or communicated to the public via the Licensed Services.
3.3 3.2 For the avoidance of doubt, this Agreement does not grant any “synchronisation licence” (to the extent that such a licence may be required by the Licensee) covering the initial fixation of Repertoire Works in combination with visual images to create and produce Audio-Visual Material.
3.4 3.3 For the avoidance of doubt, the licences Licences granted under clause 2 shall not authorise the manufacture or distribution of physical products containing Repertoire Works, such as (without limitation) the ordering of compact discs (or any other type of physical media) via the Licensed Service, but which are distributed by mail.
3.5 For the avoidance of doubt, the licences granted under clause 2 this Agreement shall not extend to the public performance (as that term is used in the Act) of Repertoire WorksWorks at the End Customers Sites, whether as part of the Licensed Services or otherwise. A separate licence for the public performance of the Repertoire Work(s) must be obtained (by the entity requiring such a licence) from PRS, and elsewhere from the relevant performing right society in the relevant country.
3.6 Subject to clause 2.5, the 3.4 The licence granted under clause 2.1 of this Agreement shall not permit the use of Repertoire Work(s) with any advertising or sponsorship of whatsoever nature where:
(a) such Repertoire Work(s) are incorporated into such advertising or sponsorship; or
(b) such Repertoire Work(s) are otherwise presented in such a way that a reasonable person might associate the Repertoire Work(s) with the advertising or sponsorship.
3.7 3.5 For the avoidance of doubt (but without prejudice to the generality of clause 3.63.4), the licences granted under clause 2 this Agreement shall not apply to any Repertoire Work(s) made available for the purpose of (whether in whole or in part):
(a) directly or indirectly encouraging the User End Customer to purchase or obtain goods or services of whatsoever nature (other than music via the Licensed Service); or
(b) promoting the branding of the Licensee, any affiliate of the Licensee or any third party; in such a manner that:
(i) one or more particular Repertoire Works, composers or writers are associated with such promotionpromotions; or
(ii) a reasonable person might assume that there was an association between particular Repertoire Works, composers or writers and such promotion.
3.8 Except where expressly agreed otherwise in writing between the parties, the licences 3.6 The licence granted under clause 2 2.1 shall not apply to graphic copies (meaning, without limitation, copies of lyrics (except in the case of a Karaoke Service licensed hereunder)lyrics, notation or scores) of Repertoire WorksWorks other than where lyrics are provided on-screen in a Karaoke Service.
3.9 Subject 3.7 For the avoidance of doubt, this Agreement grants no licence whatsoever in relation to the provisions of this clause 3.9, the licence granted under clause 2.2 shall apply to the communication to the public of Repertoire Works within which are made available by the Licensed Service including where such communication to the public is not as part of a music download, stream or webcast constituting the substantial offering Licensee outside of the Licensed Service. However, such other exploitation of Repertoire Works may fall within the licence granted under clause 2.2 only applies if scope of other licensing schemes operated by the Licensors, details of which shall be made available to the Licensee on request.
3.8 Where any Repertoire Work forms part of any Dramatico-Musical Work, the Licences shall not apply, in relation to Audio-Visual Material, to the reproduction of:
(a) the whole Dramatico-Musical Work; or
(b) any excerpt(s) from such Dramatico-Musical Work unless all of the following conditions are metcircumstances apply:
(i) that which is copied or communicated to the public via the Licensed Services under this Agreement contains only excerpt(s) within the definition of Permitted Excerpts; and
(ii) neither of the Licensors has notified the Licensee in writing that their Member or the Associated Society Member objects to the reproduction of any such Repertoire Work.
3.9 Where any Repertoire Work forms part of any Dramatico-Musical Work, the Licences granted under this Agreement shall not apply, in relation to material other than Audio-Visual Material, to the reproduction of the whole or substantially the whole Dramatico-Musical unless:
(a) the Licensee has specifically notified the benefit of a valid licence for Licensors that it wishes to reproduce the whole or a right to make a reproduction of that particular Repertoire Work and for that particular form of exploitation via substantially the Licensed Service either pursuant to this Agreement or otherwisewhole work; and
(b) the licence Licensors have notified the Licensee that all relevant Members consent to such reproduction For the purposes of this clause 3.9, the expression “Dramatico-Musical Work” shall include any version of such work (with or without cuts, additions, interpolations or the like) which has been publicly performed. Furthermore, for the avoidance of doubt, substantially the whole work shall be deemed to be reproduced where all or nearly all the individual songs or other music included in the work are reproduced.
3.10 In any event, the Licences only apply to the relevant Repertoire Works and not (by way of example only) to any underlying dramatic or literary work which forms part of the communication Dramatico-Musical Work or which such DramaticoMusical Work is based on or uses.
3.11 The Licences granted under this Agreement shall not extend to or permit any adaptation of any Repertoire Work to be copied or communicated to the public as part of a Licensed Service unless the relevant Member has consented to such Repertoire Work is not otherwise excluded under the terms of this Agreement; and
(c) the Licensors and the Licensee have agreed the additional fee that shall be payable in respect of such communication to the public and that fee has been paid by the Licensee to the Licensorsadaptation. By way of example only, this applies to:
(a) any sampling (meaning the licence taking of part of the music and/or lyrics of a Repertoire Work and incorporating such part into another Musical Work) or the communication to the public or reproduction in the form of a sample of such part of a Repertoire Work; or
(b) using with music lyrics other than those written to be used with the music or authorised for use with the music; or
(c) using with lyrics music other than that written to be used with the lyrics or authorised for use with the lyrics. However, provided that such alterations do not amount to an adaptation of a Repertoire Work and do not contravene clause 3.12, then this Agreement shall apply in relation to Repertoire Works that have been modified (including music and/or lyrics) for the purpose of satisfying the requirements of the relevant recording.
3.12 The Licences granted under this Agreement shall not extend to:
(a) the reproduction or communication to the public of any Commercial Work or part thereof in the form of a parody or burlesque of any Commercial Work or of any composer or writer of any Commercial Work or any band or other group of artists which includes any composer or writer of any Commercial Work; or
(b) the use of any Commercial Work in any context which the Licensee ought reasonably to consider as being likely to be insulting or detrimental to the composer or artist featured on the commercially released sound recording of the music or the relevant Member or Associated Society Member.
3.13 Any additional limitations in relation to the Associated Societies’ rights to grant the licences set out in clause 2 of this Agreement which have been notified to the Licensee in writing (which may include by MCPS email) and shall be binding no less than 10 days following such notice. Where any restriction of a material nature is added, the Licensee shall have the right to terminate this Agreement by giving written notice to the Licensors.
3.14 All rights not specifically granted under clause 2.1 this Agreement are hereby reserved.
3.15 This Agreement only covers Repertoire Works. It does not cover extend to other rights or interests, including (by way of example only), sound recordings (other than PMSRs), films, dramatic works, performers’ rights, moral rights or rights in performances. The Licensee is required to obtain the copying appropriate waivers, consents, and/or licences from the person(s) owning or controlling rights in relation to sound recordings (other than PMSRs) containing Repertoire Works or performers of that Repertoire Work. .
3.16 It is the responsibility of the Licensee to obtain all necessary licences in relation to any Musical Work which is not, or to the extent that it is not, a Repertoire Work, and no licence is granted under this Agreement in relation thereto.
3.17 Nothing in this Agreement affects the moral rights of authors of Repertoire Works whether subsisting in the UK or any other territory.
3.18 The Licensee shall not reproduce or authorise or permit the reproduction in the form of any Master Copy or copy thereof or import or distribute or authorise the importation or distribution of any Master Copy or copy thereof embodying any Repertoire Work (whether in the form of an advertisement audio-only or audio-visual recording):
(see clause 3.6 above). However, clause 3.6 a) which has not previously been reproduced in the form of any Audio- Only Recording of any nature with the consent of the Copyright Owner thereof; or
(b) where copies of any such Audio-Only Recording have not been made available by or with the consent of the Copyright Owner thereof for the purposes of the commercial exploitation thereof; or
(c) where the Audio-Only Recording embodying such Repertoire Work was not made with the consent of the Copyright Owner thereof in the territory in which such Audio-Only Recording was made or where the Audio-Only Recording was made in a territory in which copyright does not apply to the licence granted by PRS under clausesubsist in such Repertoire Work.
Appears in 2 contracts
Exceptions and Limitations. 3.1 The licences granted under clause 2 are valid only insofar as:
(a) the Licensed Services are Music Services. Should the Licensee offer or wish to offer modified or additional services that are not Music Services under this Agreement but which require a licence for the use of Repertoire Works the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request; and
(b) the Licensee is the Music Service Provider in relation to the Licensed Services
(c) the Licensed Services are provided solely in the Territory and not in any additional countries. Should the Licensee wish to provide the Licensed Services in any additional country outside of the Territory the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request.
3.2 Subject to clause 2.5, the incorporation of Commercial Works into Audio-Visual Material is only licensed under this Agreement where the Audio- Audio-Visual Material consists of:
(a) a Music Videogram; or
(b) a live concert performance or a film of a live concert performance by the artist performing that particular Commercial Work; or
(c) subject to clause 4.5, such Commercial Works being combined with photographs or other images relating to the artist performing the Commercial Work or the composer of the Commercial Work; or
(d) subject to clause 4.5, an interview with an artist, composer, producer or other person involved in the creation, performance or production lyrics of music where the Commercial Work(s) used are associated with reproduced graphically on the interviewee(sscreen as the music plays for the purpose singing along to the Commercial Work(s); or
(e) where permitted under clause 4.1, a performance of Permitted Excerpts of the Dramatico-Musical Work of which the Commercial Work Works forms part. For the avoidance of doubt, such Audio-Visual Material as is licensed under 3.2(a3.1(a) to (ed) above is only licensed insofar as it is reproduced or communicated made availible to the public via the Licensed Services.
3.3 3.2 For the avoidance of doubt, this Agreement does not grant any “synchronisation licence” (to the extent that such a licence may be required by the Licensee) covering the initial fixation of Repertoire Works in combination with visual images to create and produce Audio-Visual Material.
3.4 3.3 For the avoidance of doubt, the licences Licences granted under clause 2 shall not authorise the manufacture or distribution of physical products containing Repertoire Works, such as (without limitation) the ordering of compact discs (or any other type of physical media) via the Licensed Service, but which are distributed by mail.
3.5 For the avoidance of doubt, the licences granted under clause 2 this Agreement shall not extend to the public performance (as that term is used in the Act) of Repertoire WorksWorks at the End Customers Sites, whether as part of the Licensed Services or otherwise. A separate licence for the public performance of the Repertoire Work(s) must be obtained (by the entity requiring such a licence) from IMRO, and elsewhere from the relevant performing right society in the relevant country.
3.6 Subject to clause 2.5, the 3.4 The licence granted under clause 2.1 of this Agreement shall not permit the use of Repertoire Work(s) with any advertising or sponsorship of whatsoever nature where:
(a) such Repertoire Work(s) are incorporated into such advertising or sponsorship; or
(b) such Repertoire Work(s) are otherwise presented in such a way that a reasonable person might associate the Repertoire Work(s) with the advertising or sponsorship.
3.7 3.5 For the avoidance of doubt (but without prejudice to the generality of clause 3.63.4), the licences granted under clause 2 this Agreement shall not apply to any Repertoire Work(s) made available for the purpose of (whether in whole or in part):
(a) directly or indirectly encouraging the User End Customer to purchase or obtain goods or services of whatsoever nature (other than music via the Licensed Service); or
(b) promoting the branding of the Licensee, any affiliate of the Licensee or any third party; in such a manner that:
(i) one or more particular Repertoire Works, composers or writers are associated with such promotionpromotions; or
(ii) a reasonable person might assume that there was an association between particular Repertoire Works, composers or writers and such promotion.
3.8 Except where expressly agreed otherwise in writing between the parties, the licences 3.6 The licence granted under clause 2 2.1 shall not apply to graphic copies (meaning, without limitation, copies of lyrics (except in the case of a Karaoke Service licensed hereunder)lyrics, notation or scores) of Repertoire WorksWorks other than where lyrics are provided on-screen in a Karaoke Service.
3.9 Subject 3.7 For the avoidance of doubt, this Agreement grants no licence whatsoever in relation to the provisions of this clause 3.9, the licence granted under clause 2.2 shall apply to the communication to the public of Repertoire Works within which are made available by the Licensed Service including where such communication to the public is not as part of a music download, stream or webcast constituting the substantial offering Licensee outside of the Licensed Service. However, such other exploitation of Repertoire Works may fall within the licence granted under clause 2.2 only applies if scope of other licensing schemes operated by the Licensors, details of which shall be made available to the Licensee on request.
3.8 Where any Repertoire Work forms part of any Dramatico-Musical Work, the Licences shall not apply, in relation to Audio-Visual Material, to the reproduction of:
(a) the whole Dramatico-Musical Work; or
(b) any excerpt(s) from such Dramatico-Musical Work unless all of the following conditions are metcircumstances apply:
(i) that which is copied or made available to the public via the Licensed Services under this Agreement contains only excerpt(s) within the definition of Permitted Excerpts; and
(ii) neither of the Licensors has notified the Licensee in writing that their Member or the Associated Society Member objects to the reproduction of any such Repertoire Work.
3.9 Where any Repertoire Work forms part of any Dramatico-Musical Work, the Licences granted under this Agreement shall not apply, in relation to material other than Audio-Visual Material, to the reproduction of the whole or substantially the whole Dramatico-Musical unless:
(a) the Licensee has specifically notified the benefit of a valid licence for Licensors that it wishes to reproduce the whole or a right to make a reproduction of that particular Repertoire Work and for that particular form of exploitation via substantially the Licensed Service either pursuant to this Agreement or otherwisewhole work; and
(b) the licence Licensors have notified the Licensee that all relevant Members consent to such reproduction For the purposes of this clause 3.9, the expression “Dramatico-Musical Work” shall include any version of such work (with or without cuts, additions, interpolations or the like) which has been publicly performed. Furthermore, for the avoidance of doubt, substantially the whole work shall be deemed to be reproduced where all or nearly all the individual songs or other music included in the work are reproduced.
3.10 In any event, the Licences only apply to the relevant Repertoire Works and not (by way of example only) to any underlying dramatic or literary work which forms part of the communication Dramatico-Musical Work or which such Dramatico- Musical Work is based on or uses.
3.11 The Licences granted under this Agreement shall not extend to or permit any adaptation of any Repertoire Work to be copied or made available to the public as part of a Licensed Service unless the relevant Member has consented to such Repertoire Work is not otherwise excluded under the terms of this Agreement; and
(c) the Licensors and the Licensee have agreed the additional fee that shall be payable in respect of such communication to the public and that fee has been paid by the Licensee to the Licensorsadaptation. By way of example only, this applies to:
(a) any sampling (meaning the licence taking of part of the music and/or lyrics of a Repertoire Work and incorporating such part into another Musical Work) or the making available to the public or reproduction in the form of a sample of such part of a Repertoire Work; or
(b) using with music lyrics other than those written to be used with the music or authorised for use with the music; or
(c) using with lyrics music other than that written to be used with the lyrics or authorised for use with the lyrics. However, provided that such alterations do not amount to an adaptation of a Repertoire Work and do not contravene clause 3.12, then this Agreement shall apply in relation to Repertoire Works that have been modified (including music and/or lyrics) for the purpose of satisfying the requirements of the relevant recording.
3.12 The Licences granted under this Agreement shall not extend to:
(a) the reproduction or making available to the public of any Commercial Work or part thereof in the form of a parody or burlesque of any Commercial Work or of any composer or writer of any Commercial Work or any band or other group of artists which includes any composer or writer of any Commercial Work; or
(b) the use of any Commercial Work in any context which the Licensee ought reasonably to consider as being likely to be insulting or detrimental to the composer or artist featured on the commercially released sound recording of the music or the relevant Member or Associated Society Member.
3.13 Any additional limitations in relation to the Associated Societies’ rights to grant the licences set out in clause 2 of this Agreement which have been notified to the Licensee in writing (which may include by MCPS email) and shall be binding no less than 10 days following such notice. Where any restriction of a material nature is added, the Licensee shall have the right to terminate this Agreement by giving written notice to the Licensors.
3.14 All rights not specifically granted under clause 2.1 this Agreement are hereby reserved.
3.15 This Agreement only covers Repertoire Works. It does not cover extend to other rights or interests, including (by way of example only), sound recordings (other than PMSRs), films, dramatic works, performers’ rights, moral rights or rights in performances. The Licensee is required to obtain the copying appropriate waivers, consents, and/or licences from the person(s) owning or controlling rights in relation to sound recordings (other than PMSRs) containing Repertoire Works or performers of that Repertoire Work. .
3.16 It is the responsibility of the Licensee to obtain all necessary licences in relation to any Musical Work which is not, or to the extent that it is not, a Repertoire Work, and no licence is granted under this Agreement in relation thereto.
3.17 Nothing in this Agreement affects the moral rights of authors of Repertoire Works whether subsisting in the Republic of Ireland or any other territory.
3.18 The Licensee shall not reproduce or authorise or permit the reproduction in the form of any Master Copy or copy thereof or import or distribute or authorise the importation or distribution of any Master Copy or copy thereof embodying any Repertoire Work (whether in the form of an advertisement audio-only or audio-visual recording):
(see clause 3.6 above). However, clause 3.6 a) which has not previously been reproduced in the form of any Audio- Only Recording of any nature with the consent of the Copyright Owner thereof; or
(b) where copies of any such Audio-Only Recording have not been made available by or with the consent of the Copyright Owner thereof for the purposes of the commercial exploitation thereof; or
(c) where the Audio-Only Recording embodying such Repertoire Work was not made with the consent of the Copyright Owner thereof in the territory in which such Audio-Only Recording was made or where the Audio-Only Recording was made in a territory in which copyright does not apply to the licence granted by PRS under clausesubsist in such Repertoire Work.
Appears in 2 contracts
Samples: Secondary Exploitation Agreement, Music Services Agreement
Exceptions and Limitations. 3.1 The licences granted under clause 2 are valid only insofar as:
(a) the Licensed Services are Music Services. Should the Licensee offer or wish to offer modified or additional services that are not Music Services under this Agreement but which require a licence for the use of Repertoire Works the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request; and
(b) the Licensee is the Music Service Provider in relation to the Licensed Services
(c) the Licensed Services are provided solely in the Territory and not in any additional countries. Should the Licensee wish to provide the Licensed Services in any additional country outside of the Territory the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request.
3.2 Subject to clause 2.5, the incorporation of Commercial Works into Audio-Visual Material is only licensed under this Agreement where the Audio- Visual Material consists of:
(a) a Music Videogram; or
(b) a live concert performance or a film of a live concert performance by the artist performing that particular Commercial Work; or
(c) subject to clause 4.5, such Commercial Works being combined with photographs or other images relating to the artist performing the Commercial Work or the composer of the Commercial Work; or
(d) subject to clause 4.5, an interview with an artist, composer, producer or other person involved in the creation, performance or production of music where the Commercial Work(s) used are associated with the interviewee(s); or
(e) where permitted under clause 4.1, a performance of Permitted Excerpts of the Dramatico-Musical Work of which the Commercial Work forms part. For the avoidance of doubt, such Audio-Visual Material as is licensed under 3.2(a) to (e) above is only licensed insofar as it is reproduced or communicated made available to the public via the Licensed Services.
3.3 For the avoidance of doubt, this Agreement does not grant any “synchronisation licence” (to the extent that such a licence may be required by the Licensee) covering the initial fixation of Repertoire Works in combination with visual images to create and produce Audio-Visual Material.
3.4 For the avoidance of doubt, the licences granted under clause 2 shall not authorise the manufacture or distribution of physical products containing Repertoire Works, such as (without limitation) the ordering of compact discs (or any other type of physical media) via the Licensed Service, but which are distributed by mail.
3.5 For the avoidance of doubt, the licences granted under clause 2 shall not extend to the public performance (as that term is used in the Act) of Repertoire Works, whether as part of the Licensed Services or otherwise.
3.6 Subject to clause 2.5, the licence granted under clause 2.1 shall not permit the use of Repertoire Work(s) with any advertising or sponsorship of whatsoever nature where:
(a) such Repertoire Work(s) are incorporated into such advertising or sponsorship; or
(b) such Repertoire Work(s) are otherwise presented in such a way that a reasonable person might associate the Repertoire Work(s) with the advertising or sponsorship.
3.7 For the avoidance of doubt (but without prejudice to the generality of clause 3.6), the licences granted under clause 2 shall not apply to any Repertoire Work(s) made available for the purpose of (whether in whole or in part):
(a) directly or indirectly encouraging the User to purchase or obtain goods or services of whatsoever nature (other than music via the Licensed Service); or
(b) promoting the branding of the Licensee, any affiliate of the Licensee or any third party; in such a manner that:
(i) one or more particular Repertoire Works, composers or writers are associated with such promotion; or
(ii) a reasonable person might assume that there was an association between particular Repertoire Works, composers or writers and such promotion.
3.8 Except where expressly agreed otherwise in writing between the parties, the licences granted under clause 2 shall not apply to graphic copies (meaning, without limitation, copies of lyrics (except in the case of a Karaoke Service licensed hereunder), notation or scores) of Repertoire Works.
3.9 Subject to the provisions of this clause 3.9, the licence granted under clause 2.2 shall apply to the communication to the public of Repertoire Works within the Licensed Service including where such communication to the public is not as part of a music download, stream or webcast constituting the substantial offering of the Licensed Service. However, the licence granted under clause 2.2 only applies if all of the following conditions are met:
(a) the Licensee has the benefit of a valid licence for or a right to make a reproduction of that particular Repertoire Work and for that particular form of exploitation via the Licensed Service either pursuant to this Agreement or otherwise; and
(b) the licence of the communication to the public of such Repertoire Work is not otherwise excluded under the terms of this Agreement; and
(c) the Licensors and the Licensee have agreed the additional fee that shall be payable in respect of such communication to the public and that fee has been paid by the Licensee to the Licensors. By way of example only, the licence granted by MCPS MCPSI under clause 2.1 does not cover the copying of Repertoire Works in an advertisement (see clause 3.6 above). However, clause 3.6 does not apply to the licence granted by PRS under clause
Appears in 1 contract
Samples: License Agreement
Exceptions and Limitations. 3.1 The licences granted under clause 2 of this Agreement are valid only insofar as:
(a) the Licensed Services are Music GEOL Services. Should the Licensee offer or wish to offer modified or additional services that are not Music Services under this Agreement but which require a licence for the use of Repertoire Works the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request; and
(b) the Licensee is the Music Service Provider in relation to the Licensed Services
(c) the Licensed Services are provided solely in the Territory and not in any additional countries. Should the Licensee wish to provide the Licensed Services in any additional country outside of the Territory the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request.
3.2 Subject to clause 2.5, the incorporation of Commercial Works into Audio-Visual Material is only licensed under this Agreement where the Audio- Visual Material consists of:
(a) a Music Videogram; or
(b) a live concert performance or a film of a live concert performance by the artist performing that particular Commercial Work; or
(c) subject to clause 4.5, such Commercial Works being combined with photographs or other images relating to the artist performing the Commercial Work or the composer of the Commercial Work; or
(d) subject to clause 4.5, an interview with an artist, composer, producer or other person involved in the creation, performance or production of music where the Commercial Work(s) used are associated with the interviewee(s); or
(e) where permitted under clause 4.1, a performance of Permitted Excerpts of the Dramatico-Musical Work of which the Commercial Work forms part. For the avoidance of doubt, such Audio-Visual Material as Content which is licensed under 3.2(a) to (e) above is only licensed insofar as it is reproduced or communicated to the public via in the Licensed Servicesform of paid for a la carte download-to-own or paid for rental on demand streaming shall not be licensed under this Agreement.
3.3 For the avoidance of doubt, this 3.2 This Agreement does not grant any “synchronisation licence” (to the extent that such a licence may be required by the Licensee) covering the initial fixation of Repertoire Works in combination with visual images to create and produce Audio-Visual MaterialContent.
3.4 3.3 For the avoidance of doubt, the licences granted under clause 2 of this Agreement shall not authorise the manufacture or distribution of physical products containing Repertoire WorksContent, such as (without limitation) the ordering of compact discs (or any other type of physical media) via the Licensed Service), but which are distributed by mail.
3.5 3.4 For the avoidance of doubt, the licences granted under clause 2 of this Agreement shall not extend to the public performance (as that term is used in the Act) of Repertoire Works, whether as part of the Licensed Services or otherwise.
3.6 Subject 3.5 Unless (i) the relevant Member has expressly consented to clause 2.5such use being covered under the MCPS licence granted herein, (ii) the Licensee has entered into an agreement with the relevant Member to this effect and (iii) evidence of such agreement has been provided to the Licensors, the licence granted under clause 2.1 of this Agreement shall not permit the use of Repertoire Work(s) with any advertising or sponsorship of whatsoever nature where:
(a) such Repertoire Work(s) are incorporated into such advertising or sponsorship; or
(b) such Repertoire Work(s) are otherwise presented in such a way that a reasonable person might associate the Repertoire Work(s) with the advertising or sponsorship.
3.7 For 3.6 Unless (i) the relevant Member has expressly consented to such use being covered under the MCPS licence granted herein, (ii) the Licensee has entered into an agreement with the relevant Member to this effect and (iii) evidence of such agreement has been provided to the Licensors, for the avoidance of doubt (but and without prejudice to the generality of clause 3.63.5), the licences licence granted under clause 2 2.1 of this Agreement shall not apply to any Repertoire Work(s) Content made available for the purpose of (whether in whole or in part):
(a) directly or indirectly encouraging the User to purchase or obtain goods or services of whatsoever nature (other than music via the Licensed Service)nature; or
(b) promoting the branding of the Licensee, any affiliate of the Licensee or any third party; party in such a manner that:
(i) one or more particular Repertoire Works, composers or writers are associated with such promotion; or
(ii) a reasonable person might assume that there was an association between particular Repertoire Works, composers or writers and such promotion.;
3.8 Except where expressly agreed otherwise in writing between the parties, the licences 3.7 The licence granted under clause 2 2.1 shall not apply to graphic copies (meaning, without limitation, copies of lyrics (except in the case of a Karaoke Service licensed hereunder)lyrics, notation or scores) of Repertoire Works. For the avoidance of doubt, the licences granted under these terms and conditions shall not apply to any “karaoke” service.
3.9 Subject to the provisions of this clause 3.9, the 3.8 The licence granted under clause 2.2 shall only apply to the communication a Repertoire Work communicated to the public of Repertoire Works within the Licensed Service including where such communication to the public is not as part of a music download, stream or webcast constituting the substantial offering of the Licensed Service. However, the licence granted under clause 2.2 only applies if all of the following conditions are met:
(a) Service where the Licensee has the benefit of a valid licence for or a right to make a reproduction of that particular Repertoire Work and for that particular form of exploitation via the Licensed Service either pursuant to this Agreement these terms and conditions or otherwise; and
(b) the licence of the communication to the public of such Repertoire Work is not otherwise excluded under the terms of this Agreement; and
(c) the Licensors and the Licensee have agreed the additional fee that shall be payable in respect of such communication to the public and that fee has been paid by the Licensee to the Licensors. By way of example only, the licence granted by MCPS under clause 2.1 does not cover the copying of Repertoire Works in an advertisement (see clause 3.6 3.5 above). However, clause 3.6 3.5 does not apply to the licence granted by PRS under clause
Appears in 1 contract
Exceptions and Limitations. 3.1 The licences granted under clause 2 of this Agreement are valid only insofar as:
(a) the Licensed Services are Music Services. Should the Licensee offer or wish to offer modified or additional services that are not Music Services under this Agreement but which require a licence for the use of Repertoire Works the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request; and
(b) the Licensee is the Music Service Provider in relation to the Licensed Services
(c) the Licensed Services are provided solely in the Territory and not in any additional countries. Should the Licensee wish to provide the Licensed Services in any additional country outside of the Territory the Licensee shall immediately notify the Licensors and provide such further information as the Licensors may reasonably request.
3.2 Subject to clause 2.5, the incorporation of Commercial Works into Audio-Audio- Visual Material is only licensed under this Agreement where the Audio- Visual Material consists of:
(a) a Music Videogram; or
(b) a live concert performance or a film of a live concert performance by the artist performing that particular Commercial Work; or
(c) subject to clause 4.5, such Commercial Works being combined with photographs or other images relating to the artist performing the Commercial Work or the composer of the Commercial Work; or
(d) subject to clause 4.5, an interview with an artist, composer, producer or other person involved in the creation, performance or production of music where the Commercial Work(s) used are associated with the interviewee(s); or
(e) where permitted under clause 4.1, a performance of Permitted Excerpts of the Dramatico-Musical Work of which the Commercial Work forms part. For the avoidance of doubt, such Audio-Visual Material as is licensed under 3.2(a) to (e) above is only licensed insofar as it is reproduced or communicated made available to the public via the Licensed Services.
3.3 For the avoidance of doubt, this Agreement does not grant any “synchronisation licence” (to the extent that such a licence may be required by the Licensee) covering the initial fixation of Repertoire Works in combination with visual images to create and produce Audio-Visual Material.
3.4 For the avoidance of doubtdoubt and except as specifically provided for in clause 2.1(c), the licences granted under clause 2 of this Agreement shall not authorise the manufacture or distribution of physical products containing Repertoire Works, such as (without limitation) the ordering of compact discs (or any other type of physical media) via the Licensed a Music Service, but which are distributed by mail.
3.5 For the avoidance of doubt, the licences granted under clause 2 of this Agreement shall not extend to the public performance performing, showing or playing a copy in public, broadcasting a copy, including a copy in a cable programme service, issuing copies of, or renting or lending (as that term is those terms are used in the Act) of Repertoire Works, whether as part of the Licensed Services or otherwise.
3.6 Subject to clause 2.52.5 and paragraph 5 of schedule 3, the licence granted under clause 2.1 of this Agreement shall not permit the use of Repertoire Work(s) with any advertising or sponsorship of whatsoever nature where:
(a) such Repertoire Work(s) are incorporated into such advertising or sponsorship; or
(b) such Repertoire Work(s) are otherwise presented in such a way that a reasonable person might associate the Repertoire Work(s) with the advertising or sponsorship.
3.7 For Subject to paragraph 5 of schedule 3, for the avoidance of doubt (but without prejudice to the generality of clause 3.6), the licences granted under clause 2 this Agreement shall not apply to any Repertoire Work(s) made available for the purpose of (whether in whole or in part):
(a) directly or indirectly encouraging the User to purchase or obtain goods or services of whatsoever nature (other than music via the Licensed Service); or
(b) promoting the branding of the Licensee, any affiliate of the Licensee or any third party; in such a manner that:
(i) one or more particular Repertoire Works, composers or writers are associated with such promotion; or
(ii) a reasonable person might assume that there was an association between particular Repertoire Works, composers or writers and such promotion.
3.8 Except where expressly agreed otherwise in writing between the parties, the licences The licence granted under clause 2 2.1 shall not apply to graphic copies (meaning, without limitation, copies of lyrics (except in the case of a Karaoke Service licensed hereunder)lyrics, notation or scores) of Repertoire Works. For the avoidance of doubt, the licences granted under this Agreement shall not apply to any “karaoke” service within a Music Service.
3.9 Subject to the provisions of this clause 3.9, the The licence granted under clause 2.2 shall only apply to the communication a Repertoire Work made available to the public of Repertoire Works within the Licensed Service including where such communication to the public is not as part of a music download, stream or webcast constituting the substantial offering of the Licensed Service. However, the licence granted under clause 2.2 only applies if all of the following conditions are met:
(a) Service where the Licensee has the benefit of a valid licence for or a right to make a reproduction of that particular Repertoire Work and for that particular form of exploitation via the Licensed Service either pursuant to this Agreement or otherwise; and
(b) the licence of the communication to the public of such Repertoire Work is not otherwise excluded under the terms of this Agreement; and
(c) the Licensors and the Licensee have agreed the additional fee that shall be payable in respect of such communication to the public and that fee has been paid by the Licensee to the Licensors. By way of example only, the licence granted by MCPS MCPSI under clause 2.1 does not cover the copying of Repertoire Works in an advertisement (see clause 3.6 above). However, clause 3.6 does not apply to the licence granted by PRS IMRO under clauseclause 2.2.
Appears in 1 contract
Samples: Joint Licensing Agreement
