Creative Support Services ("Library") for valuable consideration
and in accordance with the terms set out below grants to the Licensee
("Licensee") named below a license for a non-exclusive use of
"Music" hereafter downloaded on the CSS Music Digial Audio Worldwide Network (which also includes the Sound Recording):
1. Licensee or a customer of Licensee shall have the worldwide,
non-exclusive, non-assignable, non-divisible right for the unlimited
use of the Music only in synchronization or mechanical reproduction
with other audio and/or visual elements added by Licensee for
broadcast or non-broadcast purposes with only the following restrictions:
(a) The Music cannot be duplicated by itself in whole or in part in any medium, tape or disc or otherwise,
and resold, licensed, leased or in any other way used or transferred
to any other pary without the express prior written permission
of Library. Licensee may make one (1) copy only of the licensed
Music for back-up purposes only.
(b) Any Production by Licensee containing the Music, in whole
or part, must have affixed a copyright notice substantially in
the following form: "© (date) (by Licensee or Customer of Licensee).
All Rights Reserved. No Unauthorized Duplication Permitted".
(c) Licensee must obtain the express prior written permission of Library if Licensee intends to: 1) Add lyrics to the Music, 2) Add recorded instrumentation to the Music, 3) Use the Music in “music creation” (e.g. “sampling”) applications, retail toys, program chips, or template based “build-it-yourself” soundtrack creation systems, 4) Release the Music as part of a commercially available music phono record, 5) Provide the Music in whole or part as mobile telecom audio content (e.g. Ringtones or other content applications now know or which shall become known) or as unsynchronized content in software packages, 6) Re-record, duplicate, transfer or copy the Music, in whole or part, for any use not authorized by this License Agreement.
(d) Use of the Music in theatrical motion pictures, theatrical trailers, made-for-television movies, full length direct to video motion pictures, network television primetime programming (e.g. ABC, CBS, NBC, FOX), and national television commercials requires additional licensure from Library. Student Films (30 minutes or less) and theatrical motion pictures shown only at Film Festivals do not require additional licensure when licensee submits a valid Music Cue Sheet prior to public screening.
(e) Licensee must obtain an additional license from Library if Licensee or a Customer of Licensee intends to use the Music in a Mass Produced and Marketed Product that exceeds an initial duplication of 50,000 units (including downloads). Use of the Music in conjunction with so called “e-cards” or “e-blasts” requires prior approval from Library and additional licensure for quantities over 1,000 units. See FAQ Link
(f) If applicable, use of the We've Got the Spirit song in broadcast
applications requires additional licensure from library.
2. Public Performance of the Music-
(a) Licensee or a customer of Licensee shall have the worldwide,
non-exclusive, non-assignable, non-divisible right to perform
the Music publicly for non-broadcast purposes (including "message-on-hold"
or "advertising-on-hold" applications transmitted via telephone systems and presentations
transmitted via the internet that utilize a streaming format that prevents the Music from
being used by unauthorized parties) when the Music is combined with other audio and/or visual
elements added by Licensee and where the Music is not a featured
part of any such presentation but rather an incidental or background
(b) Licensee, but not a customer of Licensee, permitted to make public performances of the Music in the “clear” (unmixed with any other normally perceptible sounds, voice, music or images) as non broadcast commercial background music at the above named site only. If Licensee is in the business of providing non-broadcast commercial background music and wishes to make public performances of the Music in the “clear” at sites other than Licensee’s location named above, Licensee must apply for and obtain an additional public performance license from library.
(c) If Licensee's use is an audio-visual use which is broadcast over television, radio, cable, satellite or similar medium, then Licensee agrees to make such broadcast information available to Library so that
Library can arrange to collect its performance fees on the Music from the performing rights society with
which Library is affiliated. Licensee is not responsible for any additional fee for such use
as described in this subparagraph 2(c) unless Licensee is the broadcaster, in which
case Licensee would be responsible to the relevant performing rights society but not
to Library. Licensee agrees to list C.S.S. Music (BMI) on cue sheets and make copies available to
Library. If Licensee is the broadcaster and either an educational institution, local religious organization or
a public access, community access or government access system operating on a non-profit basis, then
this License Agreement shall constitute a "Direct License" and Licensee shall not be responsible for any
additional fee to the relevant performing rights society.
3. The term "Licensee" shall not include a parent, subsidiary,
affiliate, separate department, or branch office of Licensee,
except with the prior written consent of Library.
4. In the event Licensee breaches the terms of this license, Licensor
shall have the right to terminate this License upon 30 days written
notice to Licensee, which termination shall take effect immediately
upon the 31st day provided Licensee shall not have completely
cured its breach. Any former or subsequent unauthorized use of
the Music by Licensee will constitute an infringment of the rights
of Library, including but not limited to Library's copyrights
in the Music. In such event, all rights granted to Licensee by
this License shall terminate and Licensee shall return to Library
at Licensee's expense the Music furnished to Licensee by Library.
In addition, Library shall have the right to any other remedy
available at law or equity, including injunctive relief and damages.
5. After any material breach, any use by Licensee of any of the
rights granted under this License or otherwise, will constitute
intentional infringement of the rights of copyright of Library,
which the parties agree will suffice to permit the award of attorneys'
fees, treble damages or statutory damages according to the provisions
of the Copyright Act.
6. Nothing in this License should be construed to give Library
any right or claim for future fees paid to Licensee by Licensee's
customer when Licensee's use or Licensee's customer's use of the
Music is a use permitted by this License.
7. Library warrants that: it is the holder of the copyright in
the Music and/or has contracted the rights to the Music, it has
full power and authority to enter into this License and to grant
Licensee the permission accorded under this License.
8. While Licensee by this License acquires the physical property
embodying the Music (media) and the license to use the Music as
described in this License, Licensee does not acquire any ownership
rights in the Music or its underlying copyrights.
9. It is understood that the Library contains many works, each
having a separate copyright and possibly separate dates of copyright
expiration or termination. To the extent that the term of this
license exceeds the life of the copyright in any of the works
in the Library, the license continues in full force and effect
with respect to all remaining copyrights in the works in the Library.
10. Licensee agrees to defend, indemnify and hold Library or its
officers, directors, employees or agents free and harmless against
any and all claims, suits, liability, losses, damage, judgments,
recoveries, costs, expenses and attorneys fees which may be made
or brought against it, paid or incurred by Library by reason of
any use or exploitation of the Library or any of the works in
it, which use or exploitation does not involve copyright claims,
by reason of breach or claim of breach of this agreement by any
alleged third party beneficiary, or by reason of any agreement
of Licensee with any third party whomsoever concerning any use
of the Library or any of the musical works within the Library. (except where otherwise prohibited by law in cases where Licensee
is a government entity).
11. This Agreement shall be governed by and construed in accordance
with the law of the state of California except i ts choice of
law provision. Any action hereunder shall be duly filed within
the jurisdiction of the County of Los Angeles, State of California,
and both Parties consent to in personum jurisdiction of the Courts
of that county.
12. It is specifically agreed that this Agreement contains each
of the terms, covenants, conditions and promises of parties hereto.
No modification shall be valid or binding unless made in writing
and executed by both parties hereto.
13. Should any action be brought to enforce or interpret this
Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees and costs. Said costs and expenses may include
any and all collection costs incurred.(except where otherwise prohibited by law in cases where Licensee
is a government entity).
14. This Agreement shall be binding upon and inured to the benefit
to the parties hereto and the respective successors and assigns.
15. The term of this Agreement shall be 99 years.
16. THIS AGREEMENT SHALL BE DEEMED EFFECTED ELECTRONICALLY UPON
Thereafter this Agreement shall be deemed effective and binding
upon the parties at all times that the Music is used by Licensee.
(If License is printed and returned)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year written below.
Name ___________________________________________________ ______________________
Music Selections Made by Licensee: _________________