TreyD Music & Media, LLC
Company Client Agreement
Standard Terms and Conditions
In consideration of the Licensing Fee (as applicable and set forth in Exhibit “A” attached hereto and hereby incorporated by reference) paid by Client in connection with www.treydmusicmedia.com (the “Site”), and upon payment thereof we, TreyD Music & Media, LLC, a California Limited Liability Company (“Licensor”), grant you (referred to alternatively herein as “Licensee” and / or “Client”) subject to the limitations set forth herein below the non-exclusive right to license the sound recordings and underlying musical compositions (each one individually, the “Track” and collectively, the “Tracks”), subject to the following terms of this agreement and Exhibit “A” attached hereto and hereby incorporated by reference as a part of this agreement (collectively, the “Agreement”):
1. Term: The term of the license granted by Licensor to Licensee for use of a Track shall be in perpetuity as it relates to one or more “Projects” (as defined herein below).
2. Licensed Use: To be used by Licensee in any commercial, television, radio, motion picture, or any other media project or use that currently exists or will exist other than adult films (collectively, the “Media”) (individually, each separate commercial, television, radio, motion picture, or other media project is referred to herein as the “Project” and collectively as, the “Projects”); provided that Licensee may not manufacture albums, CDs or offer digital downloads embodying any Tracks provided further that Licensee’s rights herein are non-transferable; provided further that Licensee’s use is subject to the following limitations:
a. If Licensee uses one (1) Track in one (1) Project such use is deemed to be a “1 Project Use”. With a 1 Project Use Licensee has an unlimited number of “needle drops” or “plays” in that one (1) Project. If Licensee wishes to use the same one (1) Track in two (2) or more different Projects, then such use shall be deemed to be a Multiple Projects Use and requires a Multiple Projects Use license.
b. All rights not herein specifically granted by Licensor to Licensee are reserved by Licensor.
c. Use of the Track or Tracks, as applicable, is strictly limited to either one (1) use or multiple uses as set forth in Exhibit “A” attached hereto and hereby incorporated by reference as a part of this Agreement, the Media, and the Term of Use, Territory and any other restrictions specified in Exhibit “A” attached hereto and hereby incorporated by reference as a part of this Agreement. Use of the Track or Tracks, as applicable, shall not be illegal or contrary to any provision set forth in Exhibit “A”.
d. All rights granted herein may be subject to rights held by the performing, mechanical, or other rights society (e.g., ASCAP, BMI, SESAC, GEMA, GVL, SGAE, AIE, SOCAN, SACEM, MCPS, PRS, PPL) that collects and administers royalty payments on behalf of music publishers, writers and music performers (collectively, the “Societies”). Licensee acknowledges and agrees that certain uses of the Track or Tracks, as applicable, may require additional payment to the Societies and, if required, Licensee shall be solely responsible for such payments.
3. Cue Sheet: Licensee shall complete a cue sheet for each and every use of any Track and shall transmit such cue sheet to Licensor within a reasonable time period for Licensor’s administrative purposes. Licensee fully acknowledges, accepts and agrees that any and all public performance royalties and other ancillary royalties paid for the use of musical compositions as embodied in the Track or Tracks shall be paid to Licensor. Licensor is responsible for the facilitation thereof by Licensor’s registration of the underlying musical composition or compositions embodied in the Track or Tracks with BMI, ASCAP or SESAC as well as the overseas agency or agencies of Licensor’s choice.
4. License Fee: Licensee shall pay Licensor the fees set forth in Exhibit “A” attached hereto and hereby incorporated by reference as a part of this Agreement.
5. Warranty: Licensor represents and warrants that it has the right to enter into this Agreement. Licensee represents and warrants that: (i) it has all necessary rights and authority to enter into and perform this Agreement; (ii) if licensing the Track or Tracks, as applicable, on behalf of a third party, Licensee is authorized to act as an agent on behalf of that third party and has full power and authority to bind the third party to this Agreement and Licensee shall be bound and liable for any failure of such third party to comply with the terms of this Agreement.
6. Screen Credits: Licensee agrees to provide credit, where technically feasible and in accordance with customary industry practice, in the following manner: "[Artist's Name/TreyD Music & Media, LLC]" or as otherwise notified by Licensor.
7. Indemnification. Licensee shall defend, indemnify and hold TreyD Music & Media, LLC and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages (except punitive damages not directly attributable to acts of Licensee), liabilities and expenses (including reasonable attorneys' fees and permitted and authorized costs) arising out of or as a result of claims by third parties relating to: (i) Licensee's use of any Track or Tracks outside the scope of this Agreement; or (ii) any other actual or alleged breach by Licensee of this Agreement. TreyD Music & Media, LLC shall promptly notify the other party of such claim. At Licensee’s option, Licensee may assume the handling, settlement or defense of any claim or litigation, in which event TreyD Music & Media, LLC shall cooperate in the defense of any such claim or litigation, TreyD Music & Media, LLC shall have the right to participate in such litigation, at its expense, through counsel selected by TreyD Music & Media, LLC.
8. Limitation of Liability. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, TreyD Music & Media, LLC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LICENSED MATERIAL OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TreyD Music & Media, LLC SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF TreyD Music & Media, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY FOR CERTAIN CATEGORIES OF DAMAGES.
9. Assignment: This Agreement shall be assignable by Licensor. This Agreement shall be assignable by Licensee provided Licensee shall remain liable for the performance of all the terms and conditions of this license on Licensee’s part to be performed and provided further that any disposition of the Project or any copies thereof shall be subject to all the terms hereof, and Licensee agrees that all persons, firms or corporations acquiring from Licensee any right, title, interest in or to, or possession of the Project or any prints or copies thereof shall be notified of the terms and conditions of this Agreement and shall agree to be bound thereby.
10. Mediation & Arbitration: If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed upon mediator within the State of California. If it proves impossible to arrive at a mutually satisfactory solution, the parties agree to submit the dispute to final, binding arbitration in Los Angeles, California, conducted on a confidential basis pursuant to: The Commercial Arbitration Rules of the American Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall include the assessment of costs, expenses and reasonable attorney's fees and shall include a written determination of the arbitrators. Absent an agreement to the contrary, any such arbitration shall be conducted by an arbitrator experienced in music industry law. An award of arbitration shall be final and binding on the Parties and may be confirmed in a court of competent jurisdiction. The prevailing party shall have the right to collect from the other party its reasonable costs and attorney fees incurred in enforcing this Agreement.
11. General: Nothing contained in this Agreement shall be meant to establish either Licensor or Licensee as partners, joint-venturers or employees of the other party for any purpose. The Agreement may not be amended except in a writing signed by both parties. No waiver by either party of any right shall be construed as a waiver of any other right. If a court finds any provision of the Agreement invalid or unenforceable as applied to any circumstance, the remainder of the Agreement shall be interpreted so as best to effect the intent of the parties. The Agreement shall be governed by and interpreted in accordance with the laws of the State of California. The Agreement together with Exhibit “A” attached hereto expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. Notices required under this Agreement can be sent to the parties at the addresses provided herein above.
Company Client Agreement
For a 1 Project Use, in perpetuity as it relates to a single Project as defined in the Agreement.
For a Multiple Project Use, in perpetuity for any number of Projects as defined in the Agreement.