MUSIC MECHANIQUE MUSIC LIBRARY LTD.
INTERNATIONAL TERMS AND CONDITIONS OF USE
Last revision date: July 1, 2023
INTRODUCTION
Please do not use our Website if you do not agree to these Terms and Conditions of Use because once you are on our Website, you have to follow these terms and conditions. MUSIC MECHANIQUE Music Library Ltd (“Mechanique”) and its affiliates, representatives and agents that assist in operating our Website reserve the right to temporarily or permanently disable access to our Website for anyone who violates these Terms and Conditions. We may disable access to our Website at our discretion without notice.
Paragraphs 1-6 inclusive of this document sets out the current Evaluation Terms and Conditions on which Mechanique Music Library Ltd. of Kent House, 5th Floor, 14-17 Market Place, London W12 8AJ, England allows prospective licensees to audition and evaluate its recordings (as defined below). These Evaluation Terms and Conditions are subject to specific licenses that must be obtained in each and every case that prospective licensee wishes to use or produce a recording. The terms on which Mechanique grants licenses to use or reproduce its Recordings are set out in the Standard Music Licensing Terms and Conditions in paragraphs 7 and 8 below.
How to Obtain a Recording from Mechanique:
To access to obtain a Recording from Mechanique's library you must first register by clicking https://www.library.musicmechanique.com (the “Website”). Once you have registered and accepted these Terms and Conditions you may access and play Recordings from Mechanique's library for evaluation purposes only. You must also abide the Evaluation Terms and Conditions in paragraphs 1-6 (inclusive) below. You must agree to these Terms and Conditions before you may access any of Mechanique's Recordings. As long as you comply with the terms of these Terms and Conditions of Use, Mechanique grants you a non- exclusive, non-transferable, limited right to enter, display, and use this Website. You agree not to interrupt or attempt to interrupt the operation of this Website in any way.
If you do not agree to these Terms and Conditions, you may not access any of Mechanique's Recordings.
EVALUATION TERMS AND CONDITIONS
1. Evaluation License.
Licensee has already received or will receive a recording (the “Recording”) containing tracks from Mechanique's music library. Mechanique hereby grants Licensee a non-exclusive and non-transferable license to audition and evaluate the contents of the Recording (“Content”) on the Evaluation Terms and Conditions in paragraphs 1-6 of this document. In order to use any part of the Recording for any purpose outside the Evaluations Terms and Conditions, Licensee must obtain a separate and appropriate license to such purpose(s). The Recording may be supplied by Mechanique in audio and/or visual format, or in any other format that Mechanique thinks fit. Any rights not specifically granted herein are reserved by Mechanique.
2. Unauthorized Uses of the Recording.
2.1. Licensee agrees not to (subject to the Standard Music Licensing Terms and Conditions in paragraphs 6 and 7 below):
2.1.1. Copy, disassemble, alter, amend, adapt, or in any way duplicate the Recording or any or all content;
2.1.2. Play or perform any part or all of the Recording in public;
2.1.3. Give possession of the Recording and/or Content to any third party;
2.1.4. Remove or alter any logo, symbols, labels, copyright or other notice on the Recording;
2.1.5. Use Recording and/or Content for any purpose other than evaluation, or otherwise in any manner inconsistent with the Evaluation Terms and Conditions;
2.1.6. Perform any act inconsistent with Mechanique's ownership of the Recording; or
2.1.7. Sell or in any way make commercial gain from the Recording and/or Content
2.2. Licensee agrees to notify Mechanique of any loss of, or damage to the Recording, and to reimburse Mechanique for any such loss or damage, and to indemnify Mechanique from all costs, damages, actions, or claims arising from Licensees use of the Recording.
3. Customix Application and Customized Recordings.
3.1. Mechanique may make available on the Website (i) an application (the “Customix Application”) which enables end users of the Website to access and manipulate the individual audio stems of a Recording (the “Stems”) and (ii) the individual Stems such that end users may use the same outside of the Customix Application (in each case, in order for end users to make a customized version of a particular Recording for evaluation purposes (a “Customized Recording”)).
3.2. Notwithstanding the provisions of paragraph 2 above, Licensee is permitted to adapt and alter a Recording and/or the individual Stems within or outside of the Customix Application solely for the purposes set out under paragraph 1 above, provided that Licensee shall only use the Stems and the associated Recording in isolation and shall not add any other musical or non-musical elements to the Stems or the associated Recording, nor shall Licensee create any Customized Recording which infringes the rights of any third party.
4. Intellectual Property.
Licensee acknowledges Mechanique's ownership of the Recording (including individual Stems), any Customized Recording, and that all copyright and intellectual property in the Recording (including individual Stems), any Customized Recording, and in all Content, will remain in the exclusive ownership of Mechanique. All Content, including individual stems and any Customized Recordings, are protected by under international conventions, and other copyright laws. You cannot us the Content, except as specified herein. You agree to follow all instructions on this Website limiting the way you may use the Content. There are a number of proprietary logos, service marks, and trademarks found on this Website. By making them available on this Website, Mechanique is not granting you any license to utilize those proprietary logos, service marks, or trademarks. Any unauthorized use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. Mechanique warrants that it is the owner or a licensee of all rights in the Content and that it is entitled to grant the Evaluation License it has granted to Licensee in paragraph 1 above according to its terms and to grant and allow the Licensee to benefit from the rights granted to Licensee in paragraph 1 above. To the extent that any rights in a Customized Recording vest in Licensee (i) Licensee hereby grants to Mechanique an exclusive license in perpetuity of the entire right, title and interest (including the right to bring or defend legal actions in respect of the Customized Recording in Mechanique's name) in and to such Customized Recording and any future Customized Recordings which Licensee may create through the Customix Application; (ii) to the extent permitted by law, Licensee waives any and all moral rights in the Customized Recording (except where prohibited by law); and (iii) at any time at the request of Mechanique, Licensor shall do all further acts, deeds and things and execute all such further documents, deeds and instruments from time to time necessary to vest in Mechanique exclusive ownership of the Customized Recording.
5. No Warranties.
5.1. Mechanique shall not be liable to any party (including Licensee) for any loss, injury, harm or damage arising from any warranties of any kind including without limitation warranties as to:
5.1.1. Performance satisfactory quality or fitness for purpose;
5.1.2. The results of any of the whole or any part of the Recording or any Customized Recording; or
5.1.3. The accuracy, reliability or content of any data, information, service or goods referred to in any part of the Recording or any Customized Recording.
6. General.
6.1. Licensee acknowledges that it has read and understood these Evaluation Terms and Conditions.
6.2. Any use of the Recording, any Customized Recording and/or Content not specifically referred to in these Evaluation Terms and Conditions must be approved by an express written license from Mechanique, which will incorporate the Standard Music Licensing Terms set out in paragraphs 7 and 8 of this document.
STANDARD MUSIC LICENSING TERMS AND CONDITIONS
If you wish to use the Recording or any Customized Recording in a manner not permitted by the Evaluation Terms and Conditions above you must contact your local or closest Mechanique agent or representative. You must apply to such agent or representative for a license to authorize you to use a Recording or any Customized Recording in such manner. For the avoidance of doubt, any use of a Customized Recording must be reported under the same title as the original Recording from which that Customized Recording was produced, and shall in all respects be treated in the same manner as if it were exploitation of the original Recording itself.
If your application is approved, the agent or representative will send you details regarding how much you should pay for your use of Mechanique's Recording or Customized Recording.
7. General.
7.1. Mechanique may at its discretion grant Licensee a License to use a Recording or a Customized Recording and/or Content.
7.2. Mechanique may alter its charges and rates for the use of its Content from time to time and these Standard Music Licensing Terms without notice to Licensee and it is Licensee’s responsibility to ensure that it keeps up to date with such changes.
7.3. Any use (outside the Evaluation Terms and Conditions in paragraph 1-6 above) of Content before the grant of a License will give Mechanique the right to increase the applicable charge rate to be paid by Licensee for such use even of such increased rate is above any rates published by Mechanique, it agents or representatives.
7.4. Licensee may not disclose to any person or entity, without the prior written permission of Mechanique:
7.4.1. The terms of any discussions or negotiations between Mechanique and Licensee regarding the Recording, Customized Recording or Content no matter when such discussions or negotiations took place);
7.4.2. Any rates for licensing Content offered by Mechanique to Licensee, or any such rates that Licensee becomes aware of as a result of discussions or negotiations with Mechanique; or
7.4.3. Any provisions of a License to use the Recording, Customized Recording or Content granted by Mechanique or the MCPS (or other local representative) to Licensee.
8. License Terms.
8.1.Licensee:
8.1.1. May not without Mechanique's prior written consent, translate or re-dub any or all lyrics contained in the Content;
8.1.2. May not use Content for any purpose not specifically within the scope of a License granted by Mechanique or its agents or representatives;
8.1.3. Must provide Mechanique, its agents or representatives (as appropriate and applicable) with full details of the use to which it intends to put any Content and comply in all respects with instructions for the use of Content that are issued to it by Mechanique or Mechanique's agents or representatives;
8.1.4. Must give credit to Mechanique for every significant use of Content in television and motion picture productions. Such credit shall be on terms to be negotiated in good faith between Mechanique and Licensee and Mechanique shall be entitles to determine whether any use is significant.
9. Links.
This Website may contain links to other Internet sites on the World Wide Web. Mechanique provides such links for your convenience only, and is not responsible for the content of any website linked to or from this Website. Links from this Website to any other website do not mean that Mechanique approves of, endorses, or recommends that website. Mechanique disclaims all warranties, express or implied, as to the accuracy, legality, reliability, or validity of any content on any other website.
10. General Use of the Website.
a. Eligibility; Restrictions. Use of this Website is intended for businesses seeking to license music for use in television, film, advertising, and online media. Only one Account per e-mail address is allowed.
b. We do not knowingly collect or permit the collection, storage or use of any personal data from anyone under 16 years of age. If we become aware that a child under 16 is attempting to submit information, we will inform the minor that he or she is ineligible to do so. We will then remove this information from our records. If you are under 13, have your parent or guardian review the Privacy Policy.
11. Mechanique's Right to Change These Terms and Conditions of Use or Content on the Website.
Mechanique may add to, change, or remove any part of these Terms and Conditions of Use at any time, without notice. Any changes to these Terms and Conditions of Use or any terms posted on this Website apply as soon as they are posted. By continuing to use this Website after any changes are posted, you are indicating your acceptance of those changes. Mechanique may add, change, discontinue, remove, or suspend any other Content posted on this Website, including features and specifications of products described or depicted on the Website, temporarily or permanently, at any time, without notice and without liability.
12. Indemnification.
You agree to indemnify, defend, and hold Mechanique and all of its agents, directors, employees, information providers, licensors and licensees, officers, and parent (collectively, "Indemnified Parties"), harmless from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs), incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms and Conditions of Use or the foregoing representations, warranties, and covenants. You will cooperate as fully as reasonably required in Mechanique's defense of any claim. Mechanique reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Mechanique.
13. Disclaimer of Warranties and Damages; Limitation of Liability.
YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. THIS WEBSITE (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THIS WEBSITE) IS PROVIDED "AS IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITH REGARD TO THE CONTENT ON THIS WEBSITE, MECHANIQUE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (1) FOR THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF ANY CONTENT PUBLISHED ON OR AVAILABLE THROUGH THE WEBSITE; (2) THAT THE SERVER THAT MAKES THIS WEBSITE AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM, OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM, OR OTHERWISE USE THE WEBSITE.
UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO MECHANIQUE's NEGLIGENCE, SHALL MECHANIQUE BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RELATED TO (A) THE USE OF, (B) THE INABILITY TO USE, OR (C) ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF THIS WEBSITE, EVEN IF MECHANIQUE OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL MECHANIQUE's TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED $100.00.
14. Choice/Opt-Out.
You may choose to stop receiving newsletters, updates or marketing emails by following the unsubscribe instructions included in these emails or communications. Some Websites also allow you to change your email preferences within your online profile.
15. Updating Your Personal Information.
Our Websites may offer different methods for updating your personal information. To review and update your personal information, please log in to your profile/account on each Website where you have registered.
If you wish to cancel your account or request that we no longer use your information to provide you services contact your local Mechanique office.
16. Disputes.
These Terms and Conditions and any related dispute or claim (contractual or non-contractual) shall be governed by, and construed in accordance with, the law of England and Wales. Licensee irrevocably submits for all purposes in connection with these Terms and Conditions to the exclusive jurisdiction of the courts of England and Wales. Any dispute or claim you may have with respect to your use of this Website must be commenced within one (1) year after the dispute or claim arises. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions of Use shall continue in full force and effect. Without prejudice to the generality of the foregoing, nothing shall prevent Mechanique from commencing and pursuing proceedings (in Mechanique's sole and unfettered discretion) against Licensee in any jurisdiction in which Licensee is resident or carries on business or in which Licensee has committed any breach of these Terms and Conditions or any other act or omission actionable either under these Terms and Conditions or under the laws of the jurisdiction in which the action is brought.