音乐使用许可协议(英文版)

TABLE OF CONTENTS

RECITALS

序言

1. GRANT OF LICENSE

授予许可

2. COMPENSATION FOR LICENSE

许可费用

3. TERM OF LICENSE

许可有效期

4. REPRESENTATIONS AND WARRANTIES

各方承诺与保证

5. COPYRIGHT NOTICES / RETAINED RIGHTS

版权告知与权利保留

6. RESPONSIBILITY FOR WEB SITE

网站的责任

7. MISCELLANEOUS PROVISIONS

其他约定

Notices

通知

No Assignment

不得转让协议权利和义务

Governing law

管辖法律

Entire agreement

协议的完整性

EXHIBIT A COMPOSITIONS

附件一

乐曲

This Music License Agreement (the

“

Agreement

”

) is made and effective [DATE],

BETWEEN: [OWNER NAME] (the

of the [STATE/PROVINCE], with its head office located at:

AND: [LICENSEE NAME] (the

of the [STATE/PROVINCE], with its head office located at:

WHEREAS, the Owner is the holder of the copyright to certain musical compositions identified

herein

and

Licensee

is

the

creator

and

owner

of

a

certain

site

on

the

World

Wide

Web

who

wishes to integrate the musical compositions of Owner into said Web site.

RECITALS

序言

A. Owner

represents

and

warrants

to

the

Licensee

that

it

is

the

sole

and

exclusive

owner

of

certain musical compositions which are described in Exhibit

“

A

”

attached hereto and made a

part hereof (hereinafter referred to as the

“

Compositions

”

).

B. Owner

represents

and

warrants

that

it

has

registered

and

obtained

registration

certificate

from the [COUNTRY] Copyright Office with respect to the Compositions and that the registration

numbers applicable to such Compositions are as set forth in Exhibit

“

A.

”

C. Licensee maintains a site accessible through the World Wide Web, which site is located at

[ADDRESS].

D. Licensee wishes to obtain a license to use the Compositions in connection with its Web Site

and Owner wishes to grant Licensee such a license subject to the terms and conditions set forth

in this Agreement.

E. Owner represents and warrants that it has full and unrestricted power and authority to enter

into this Agreement and to grant Licensee the license to use the Compositions as set forth in this

Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the receipt

and sufficiency of which are hereby acknowledged by the parties, the parties, and for other good

and valuable consideration, each intending to be legally bound hereby, do promise and agree as

follows:

1. GRANT OF LICENSE

授予许可

1.1 Owner

hereby

grants

to

the

Licensee,

the

non-exclusive

right

and

license

to

use

the

Compositions, or any portion of the Compositions as the Licensee shall see fit, in connection with

the Licensee

’

s Web Site.

1.2 The license granted hereunder shall be a non-exclusive, worldwide, royalty free (subject only

to the one time licensing fee set forth herein) right to use the Compositions, subject to the terms

and conditions set forth herein.

1.3 The term of this license shall be perpetual, unless terminated pursuant to the terms hereof.

1.4 The license granted herein shall be limited to the right to integrate the Compositions into

the Web Site of the Licensee. Licensee shall have no right to offer the Compositions for sale or

otherwise

distribute,

publish,

grant

any

sub- licenses,

sell,

rent,

convey,

offer

for

download

or

otherwise

exploit

the

Compositions.

Licensee

shall

not

be

permitted

to

create

any

derivative

works based upon the Compositions.

1.5 Licensee shall be permitted to use portions, and not the entire Compositions, in connection

with its Web Site without violating any rights of the Owner hereunder. The License granted herein

includes the right to synchronize and integrate the Compositions into the Licensee

’

s Web Site

design and include the Compositions in connection with Flash presentations, applets, page loads,

online video presentations, and any other use that integrates the Compositions into the design of

the Licensee

’

s Web Site.

1.6 It is acknowledged and agrees by the Owner that users who access the Licensee

’

s Web Site

will be permitted to hear the Compositions upon accessing the Licensee

’

s Web Site and that

such access by users shall be permitted pursuant to the terms hereof. It is further acknowledged

by

the

Owner

that

the

Licensee

cannot

prevent

users

from

violating

the

copyrights

and

other

proprietary

rights

of

the

Owner

and

that

Licensee

is

not

responsible

for

the

infringing

acts

of

users. Owner holds Licensee harmless from and against any acts of the users that may infringe

upon

the

rights

of

the

Owner,

including

but

not

limited

to

actions

based

upon

contributory

infringements

or

any

theory

based

upon

the

Licensee

providing

users

with

the

means

and

facilities through which copyright or other proprietary rights infringement may take place.

1.7 The License granted herein includes the right to adapt the Compositions to an appropriate

file

format

for

access

through

the

World

Wide

Web,

including

WAV

files,

Mp3

format,

or

any

other

format

which

will

permit

integration

into

the

Licensee

’

s

Web

Site

and

access

to

the

Compositions over the World Wide Web.

1.8 Owner

hereby

grants

to

the

Licensee

the

right

to

use

the

name

of

the

Owner

and

the

composer

and

artists

involved

in

the

Compositions

in

connection

with

it

’

s

Web

Site.

Owner

represents

and

warrants

that

it

has

the

full

right

and

permission

to

grant

such

licenses

and

permissions from all such individuals.

2. COMPENSATION FOR LICENSE

许可费用

2.1 In consideration of the license granted herein, Licensee agree to pay a one-time license fee

to the Owner in an amount equal to [AMOUNT] (

“

License Fee

”

).

2.2 Such

License

Fee

shall

be

due

and

payable

in

full

within

[NUMBER]

days

following

the

execution of this Agreement. The right to use the Compositions pursuant to this Agreement shall

not commence until such License Fee is paid in full.