8-June-2013 – Purchased a personal license from FriendlyMusic.com for John Nash’s song – I Love You From Here.
1. Hey! Where’s the License Agreement? This is the License Agreement, which details the rights you have to the song(s) listed in the invoice you received as a part of this transaction. It’s a binding legal agreement between the Licensee and Rumblefish, Inc. (“Rumblefish”). When you agree to the Friendly Music Terms and Conditions before checkout, the Licensee is agreeing to this License Agreement. You will also receive the license in PDF format via email after your purchase.
2. Why doesn’t it look like a normal license agreement? Because we wanted something people can actually read and understand — so we found a lawyer who can write in plain English. We’ve left out most of the “hereby” and “thereof” language you typically see in those documents, but please remember: this is a document that expresses your agreement to various terms and conditions.
3. Who is the “Licensee”? Licensee means you, the individual whose name was entered in the name field of “Tell Us About The Licensee” page. The Licensee is also sometimes referred to in this License Agreement as “you,” “your” and “yours”. If you are a company, then you may not license the song pursuant to this License Agreement and you must contact Rumblefish to determine what the appropriate agreement for your company is. “We,” “us,” “our” and “ours” refer to Rumblefish.
4. How old do I have to be to be a Licensee? To purchase a license from Friendly Music you must be 18 years of age or older.
5. How do I know what I’m allowed or not allowed to do under this License Agreement? When we say, “you can” in this License Agreement, that means “you are allowed to” …”You can’t” means “you are not allowed to” … and “You have to” means “you must”.
6. Ok, so when I pay Friendly Music for a song, what am I buying? You’re effectively buying a “master use” and “sync” license (short for “synchronization”) from Rumblefish. The purchase allows you to use that song as part of the audio track of one (1) video that you can upload to User Generated Content Network(s) (or “UGC Network(s)“), such as YouTube, Animoto, or Photobucket, for non-commercial purposes only (see below for further explanation of “non-commercial purposes”).
7. What does “song” mean in this License Agreement? “Song” means the sound recording and underlying musical composition (aka, master and composition) that you found within Friendly Music. You don’t have any separate rights to the master or composition other than the use of them in the combined form you hear when you listen to the song. If we have different covers or remixes available, your sync license covers only the version(s) that you selected and paid for.
8. How much of the song can I use in my video? You can use as much or as little of the song as you like.
9. Can I get a refund if I decide not to use the song? No, your purchase is non-refundable because we are selling you permission to use the song (the License), not the song itself. Please listen to the song using the triangle-shaped “Play” button next to the song title before deciding whether to purchase a sync license.
10. How many times can I use the song in my video? You can use the song as many times in your video as you want. For instance, you can use the same portion of the song in different scenes, or different portions in different scenes — but only in one video.
11. What counts as “one video”? Before checking out, you were asked to enter the name of your video. That’s the only video in which you can use the song. You can change the name of the video or re-edit it, but that’s still the one and only video in which you can use the song.
12. What if I want to use the song as part of a different video? If you want to use the song as part of a different video, then you have to buy another license.
13. How many copies of the video can I post on a UGC Network? You are allowed to post only one copy of the video containing the song. If you re-edit, remix or mash up the video, you can post the new version, but you have to delete the old version (or replace it, if the UGC Network offers this capability).
14. How long can my video be? We don’t place any restrictions on the length of your video, so that means it can be as long as the applicable UGC Network allows.
15. Can I upload the video elsewhere? No, you can only upload the video to a UGC Network with this License, but you can embed the video in other websites using the “embed code” (snippet of HTML code) that the UGC Network provides for your video. That means that the video will be hosted on the UGC Network, but playable on other websites. However, you are not allowed to embed the video if the other website requires the user to pay a fee (such as a subscription or pay per view) or has advertising on the page where you want to embed the video.
16. Can I broadcast the video, distribute it on a DVD, play it in a movie theater, etc.? No, you cannot broadcast the video, distribute the video on a physical device (such as a CD, DVD, Blu-ray disk, USB drive, etc.), make it available peer-to-peer (P2P) or on a cable or satellite channel or on pay-per-view, exhibit it in a theater, or the like. The only way you can distribute the video or make it available to others is by uploading it to a UGC Network.
17. What about UGC Network widgets on TVs and set-top boxes? It’s ok for viewers to access your video via UGC Network widgets (or via web browsers) on TVs and set-top boxes.
18. Can I make the video available on mobile devices? Yes, but only via existing UGC Network mobile applications.
19. Does it matter what country I’m in or what country my viewers are in? Your sync license under this License Agreement is worldwide unless otherwise limited by the terms and conditions of the websites hosting your video.
20. How long does my sync license last? In general, your sync license under this License Agreement is perpetual provided all commitments have been met, and all terms and conditions have been adhered to. See below for a few specialized exceptions.
21. Are there any content restrictions on my video? Your video must comply with the UGC Networks’ Terms of Service, the UGC Networks’ Community Guidelines, and all applicable laws and regulations. (If it doesn’t, then you are violating this License Agreement as well as UGC Network’s rules.) Also, your video, and/or use of the song must not be pornographic or promote hate or violence, must not be libelous, defamatory, fraudulent, infringing or otherwise illegal, and must not involve criticism of Friendly Music, Rumblefish, UGC Network, or any of their products or services.
22. Can I remix, mash up or alter the song in any way? No. You can choose which segments of it you want to use. However, you can’t remix any portion of the song, create mash ups, speed up or slow down the song, change the pitch or musical key of the song, use samples (excerpts) from the song in other music, translate or change the lyrics (if any), substitute other vocals, extract vocals or music from the song, make any other changes to the song, or create any other works based on or derived from the song. Also, this License Agreement does not give you the right to create a cover (new version) of the song.
23. Can I include the song on a soundtrack album for my video? No, sorry.
24. Can I use artwork from the song’s album cover or its website, or use the name of the band, photos of band members, etc.? No, none of these things are included in the license.
25. Am I allowed to make money from my video? What does the limitation to “non-commercial purposes” mean?It means that you are not allowed to make money from your video. So, for example, if you are being paid to make your video, or are charging people to watch your video, or if you are getting revenue from advertising or other sources (including any UGC Network ad share revenue) when people watch your video then you have to obtain a different license from us (please visit www.friendlymusic.com.) The only exception is the limited exception for certain Zooppa contests (see the next paragraph for more info on this exception). To obtain a different license, please visit www.friendlymusic.com. If the type of license you are looking for is not available at www.friendlymusic.com, please see www.musiclicensingstore.com to learn about additional license options, and please don?t hesitate to contact us at firstname.lastname@example.org if you have any additional questions.
26. Can my video be an advertisement for a business, product, or service? No. Also, you cannot use the song in a scene of your video if the scene is essentially an advertisement for a business, product, or service. There is one exception: if your video is an advertisement (including if a scene of your video is essentially an advertisement) and the song is a track that is listed on Zooppa’s website as being available from Friendly Music for use in connection with a specific contest (you can find out whether this is the case by visiting www.zooppa.com and reading the creative brief for the applicable contest), then your video can be uploaded to Zooppa in connection with that specific contest (and only for that specific contest). However, in the case described above, your video can only be used for that particular purpose (for example, you would not be allowed to upload the video anywhere except Zooppa). If your video is an advertisement (including if a scene of your video is essentially an advertisement) and you want to use it in a manner beyond what?s allowed in this paragraph, please visit our other sites as described in Paragraph 25 above.
27. You’re restricting what I can do with my own video? Yes, the artists have a few conditions you must meet in exchange for the license to use their art in your art. To be precise, if you choose to use the song in your creation, there are various restrictions on how you can use your video. Remember, you own the video, but you don’t own the song; you only have permission to use the song, and this permission is conditioned upon you adhering to the terms and conditions of this License Agreement.
28. Can I use the song in any way apart from using it in the video? No. The only form in which you’re allowed to use or make the song available is as part of the audio track of your video. So, for instance, you can’t put the song on your website, play it at a party, or at your business, use it on your MP3 player, or make a ringtone from the song.
29. Why are there so many restrictions? It’s a function of price. Until Friendly Music, there was no way to license music easily or inexpensively. One way we keep our prices low is by limiting the scope of the license. If we granted you more rights, the music owners would want more compensation from us, and so we’d have to charge a higher fee in order to stay in business.
30. Does this License Agreement transfer any ownership? No. We are licensing you certain rights, but the song continues to be owned by whoever licensed it to us. As between you and us, your video (other than the song we license to you) continues to be owned by you and/or whoever licensed rights to you. And, of course, we continue to own our copyrights, trademarks, software, and website.
31. Can I transfer the sync license? No, you cannot transfer, assign or sublicense the sync license or this License Agreement. The sync license is only for the use of you, the Licensee.
32. Is the sync license exclusive? No, we can license the song to other licensees, not just to you.
33. What responsibility does Rumblefish have if a UGC Network takes action against my video? If (a) UGC Network blocks, mutes, flags or otherwise challenges or removes your video solely because it includes a song that we licensed to you and (b) your video and your use of the song do not violate any of the terms of this License Agreement, then at our option we will either refund your license fee or resolve the problem with UGC Network if possible. In either case ((a) and/or (b)), our maximum liability we have to you is the price you paid us for the sync license to the song that is at issue. Also, we have no other liability or responsibility for any action taken by UGC Network.
34. What responsibility do UGC Networks have for this License Agreement? UGC Networks have no responsibility for this License Agreement and are not bound by it. UGC Networks and Rumblefish are separate companies. Rumblefish is providing a licensing service for content creators who post on the UGC Network, but neither Rumblefish nor any UGC Network can make any agreements on behalf of the other.
35. What happens if the song’s owner tells Rumblefish to stop licensing the song to video creators? In the unlikely event this happens, we will cease to offer the song for inclusion in future videos, refund the amount you paid for the sync license, and you will have to stop using the song in your video.
36. What happens if I violate this License Agreement? If you violate any portion of this License Agreement, then (a) we can terminate your sync license, (b) ask the applicable UGC Network(s) to mute and/or withdraw your video (with no refund to you), and (c) we (or the people that granted us the right to license the song to you) may sue you for damages and for an injunction (a court order that prohibits you from doing something or requires you to do something). You’ll also have to defend and indemnify us for any claims against us (see next paragraph).
37. What is my obligation to defend and indemnify Rumblefish? If any third party threatens to, or does, bring a claim against us based in whole or in part on a violation by you of any portion of this License Agreement, then you will defend and indemnify us against any claims, actions, damages, losses, costs, liabilities, settlements, and reasonable attorneys fees and court costs.
38. Is there a LIMITATION OF LIABILITY? Yes. RUMBLEFISH’S MAXIMUM LIABILITY TO YOU UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES IS TO REFUND THE PRICE YOU PAID RUMBLEFISH FOR THE LICENSE TO THE SONG. Without limitation, Rumblefish has no liability or responsibility for any act or omission by a UGC Network, and Rumblefish has no obligation to refund your fee if a UGC Network removes, blocks, mutes, flags, or otherwise takes action against you or your video.
39. Can this License Agreement be modified? No modification or waiver of this License Agreement or any provisions is binding unless made in writing and signed by you and by an officer of Rumblefish. Failure to exercise a right or remedy is not a waiver. Also, this License Agreement contains the entire agreement between you and Rumblefish with respect to the subject matter and supersedes any prior agreements between you and Rumblefish relating to the subject matter.
40. And finally: You agree that all the information provided to us for this transaction is complete and accurate, and you agree to keep your contact information up to date with Rumblefish at all times while the video in which you used the song is being made available on a UGC Network. If any provision of this License Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this License Agreement will remain in effect and the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely resembles the commercial intent of the parties. This License Agreement is binding on permitted successors and assigns. Rumblefish has the right to assign, transfer or sublicense this License Agreement or any of its rights under this License Agreement. This License Agreement will be governed exclusively by Oregon law (without giving effect to conflict of law or choice of law rules). Any disputes arising in connection with this License Agreement will be submitted to mediation in the Portland, Oregon metropolitan area and will be conducted in accordance with the rules of the American Arbitration Association. If the parties are unable to resolve the dispute after such mediation, then any further action must be brought in the courts located in Portland, Oregon.