General terms and conditions

The Music Library is a service provided to you by Collabhouse B.V., a Dutch company with its office at Koninginneweg 9 in Hilversum, The Netherlands and with Chamber of Commerce registration number 76143120.

This Music Library License Agreement (the “Music Library License Agreement”) sets out the terms and conditions which apply to your usage, as an end user, of any music you license and download from the Music Library (“Music Library”). Throughout this Music Library License Agreement, “us” “our”, “we” and “Collabhouse” refers to Collabhouse B.V.; and “you” or “your” refers to you.

This Music Library License Agreement is in addition to, part of, and governed by our General Terms and Conditions, our Privacy Policy and any other terms specifically referenced in one or more of these documents. This is a legal agreement between Collabhouse and you.

In the event of a conflict between this Music Library License Agreement and the terms and conditions found in any other agreement between you and Collabhouse, including without limitation the General Terms and Conditions and the Privacy Policy, this Music Library License Agreement shall control only with respect to your use of the music you have downloaded and licensed from the Music Library, unless otherwise agreed between you and us in writing.

Capitalized terms used but not defined in this Music Library License Agreement will have the meaning(s) ascribed thereto in the General Terms and Conditions.

Please read the following terms of conditions carefully before licensing and using any music from the Music Library, as this Music Library License Agreement sets out details of any restrictions and limitations on your use of music licensed from the Music Library.

1. ACCEPTANCE OF AND CHANGES TO THE MUSIC LIBRARY LICENSE AGREEMENT

By licensing Music Library Content from the Music Library and/or by clicking that you agree to the Music Library License Agreement, you acknowledge that you have read, understood and accepted this Music Library License Agreement and agree to be bound by it. If you don’t agree with or cannot comply with this Music Library License Agreement, then do not license and download any Music Library Content.

If you license any Music Library Content as an authorized representative for an artist, group or band or of a company, organization, or other entity, then “you” includes you and that artist, group, band, company, organization or other entity, and you represent and warrant that you are authorized to represent and bind that artist, group, band, company, organization or other entity to this Music Library License Agreement, and that you agree to this Music Library License Agreement on that artist, group, band, company, organization or other entity’s behalf. In case you represent any artist, band, group or company you shall be bound to the applicable local civil laws of legal representation, in which case you indemnify us against any claims or damages arising out of any conflict with the persons or parties you represent(ed).

We reserve the right, in our sole discretion, to change any of the terms and conditions in this Music Library License Agreement or change, suspend, or discontinue the Music Library, including without limitation, the availability of any feature or content (including any Music Library Content), at any time. For every such material change in the terms and conditions we shall notify you upfront and you shall have the option to accept the new terms and conditions or discontinue the usage of the Music Library. However, the version of the Music Library License Agreement in effect on the date you license a particular item of Music Library Content shall remain in effect as applicable to your usage of that particular item of Music Library Content regardless of any subsequent modifications to this Music Library License Agreement.

2. YOUR USE OF THE MUSIC LIBRARY

The Music Library is an online library where you can discover, stream and, subject to agreeing to this Music Library License Agreement, obtain time-limited non-exclusive, worldwide, free or paid licenses to use and synchronize fully cleared original sound recordings including underlying compositions (“Music Library Content”) selected by you from the Music Library with certain types of audio and audio-visual content published by you or on your behalf (such license referred to as “Music Library License”). Music Library Content is available for different types of content (“Content Types”) and for various license fees, including free (“License Fee”).

To obtain a Music Library License for a specific item of Music Library Content the process is as follows:

select the track you want to license (“Licensed Track”);
select the type of project you want to use it for (i.e., social media, game & app, film etc.) (“Content Type”);
select how many seconds of the track you want to license (i.e., &lte;30 seconds, &lte;60 seconds, full length) (“Licensed Track Length”);
select the term for which you want to obtain the Music Library License (i.e., one year, three years, perpetual) (“License Term”);
include the name and a description of the project you want to use the track in (“Licensed Project”); and
pay the applicable License Fee if you obtain a paid license.

The Licensed Track, Licensed Content Type, Licensed Track Length, License Term and Licensed Project shall together be referred to as the “Key License Terms”.

Payment is via PayPal, using your PayPal account, credit or debit card.

Music Library Content licensed may only be used by you during the License Term in accordance with the Key License Terms and only in the Licensed Project and the Licensed Content Type. If you want to use the Licensed track in other projects or in other Content Types, you need to obtain an additional Music Library License.

When you obtain a Music Library License, you will be provided with a license receipt that includes an overview of the Key License Terms, including but not limited to Licensed Track, Licensed Content Type, Licensed Project and License Term, together with certain track information (i.e., artist and track name) (“License Receipt”).

The assortment and availability of Music Library Content and the applicable terms and pricing for each item of Music Library Content may vary from time to time and you are aware and accept that the Music Library Content that is available at a certain moment might not be available at a later stage or not under the same terms.

3. GRANT OF LICENSE

Subject to accepting this Music Library License Agreement and paying the relevant License Fee (if any), we hereby grant to you, and you hereby accept a non-exclusive, non-transferable, worldwide limited right and license to use and/or synchronize the Licensed Track Length of the Licensed Track in audio and/or audio-visual content of the Content Type published by you or on your behalf during the License Term as part of the Licensed Project (“Music Library License”).

The Music Library License granted herein is granted to you upon the express condition that each item of Music Library Content licensed is to be used solely in audio and/or audio-visual content of the Licensed Content Type during the License Term and solely as part of the Licensed Project. No copies or reproductions of any item of Music Library Content licensed are to be made, sold, manufactured, licensed, exhibited, publicly performed, digitally transmitted or otherwise used and separately from the derivative work(s) created in substantially its entirety.

The Music Library License granted herein allows you to edit and cut the item of Music Library Content licensed to match it to the content you wish to synchronize it to.

The Music Library License granted herein does not allow you to: i) use Music Library Content licensed for any other purpose then expressly stated herein; ii) create a remix using Music Library Content; iii) change the lyrics or the fundamental character or integrity of the Music Library Content; iv) create so-called “Art Track” videos consisting of Music Library Content in combination with artwork (and metadata) only or so-called “lyric videos” using Music Library Content in combination with only featuring the lyrics of such Music Library Content; v) combine with, include or use any Music Library Content in connection with any obscene, defamatory, illegal, pornographic material or in relation to products and services that relate to ﬁrearms, drugs, pornography, tobacco, politics and religion or otherwise than in accordance with normal standards of decency; or vi) the right to claim any ownership of or monetization rights to any Music Library Content uploaded and identiﬁable by any recognition or tracking software on any User-Generated-Content Platform.

Notwithstanding the Music Library License granted herein, for any secondary public performance usage (such as, but not limited to: Radio or TV broadcasts) of any Music Library Content, public performance- or mechanical rights organizations for copyrights or neighboring rights may demand a remuneration from the person or entity ultimately responsible for publicly performing or reproducing such item. Generally, broadcasting organizations or online platforms have obtained such license. However, in case you are the party ultimately responsible for broadcasting, streaming or reproduction of the item, such as, but not limited to, performing or reproducing the item on your own website or platform, you are aware and acknowledge you shall be liable to obtain such additional license(s) from the public performance and/ or mechanical rights organization and this Music Library License does not (and cannot) cover such usage.

Any Music Library Licenses granted to you are personal to you and such license may not be transferred, sub-licensed and/or assigned to any other party.

You agree, where reasonably possible, to credit the artist when using any Music Library Content in any of your audio and/or audio-visual content.

For the avoidance of doubt, any Music Library License provided hereunder does not allow you to claim or monetize the item of Music Library Content licensed as used in your audio and/or audio-visual content and made available on any of the so-called “User-Generated-Content Platforms”, including but not limited to YouTube and Facebook, as such claim or monetization is reserved by the rights holder(s) of such item.

All rights in and to any item of Music Library Content licensed not expressly granted to you pursuant to this Music Library License Agreement are expressly reserved by and to us and the rights holder(s) of such item of Music Library Content.

4. YOUR WARRANTIES AND REPRESENTATIONS; INDEMNIFICATION

You represent and warrant to us that: i) you have the legal capacity, right and authority to enter into this Music Library License Agreement and to carry out the terms and provisions hereof; ii) you are in full and complete compliance with this Music Library License Agreement; iii) all information provided by you in connection with this Music Library License Agreement is complete and correct in all respects; iv) you will not use any Music Library Content in any way which infringes or violates any applicable law, rule or regulation or the rights of any third party, including, without limitation any intellectual property rights; and v) you will not use any Music Library Content beyond the Key License Terms or for anything other than the Licensed Project.

You agree to indemnify and hold harmless, and upon our request, defend Collabhouse, our affiliates and licensors, and our and their officers, agents, investors, shareholders, representatives, past and present employees, partners, directors, controlling persons, advisors and permitted assigns at your own cost and expense from any and all liability, harm, damages, costs (including attorney”s fees and legal and court costs), expenses, allegations, claims and legal action of any kind at any time or of any sort that may arise from: i) a breach or alleged breach by you of any of your obligations, representations and/or warranties under this Music Library License Agreement, including but not limited to your use of any Music Library Content beyond the Key License Terms; ii) any copy, reproduction, publication, exhibition, public performance, digital transmission, or other use, commercialization or exploitation of any Music Library Content by you; or iii) a violation of any law or regulation applicable to your use of any Music Library Content.

5. OUR WARRANTIES AND REPRESENTATIONS; LIMITATION OF LIABILITY

We represent and warrant that, so far as we are aware, we have the right, power and authority to enter into this Music Library License Agreement and to carry out the terms and provisions of this Music Library License Agreement applicable to us.

Unless expressly stated otherwise in this Music Library License Agreement and to the extent permitted by law, we do not give any other representation, warranty, guarantee or recourse, express or implied, and we hereby exclude all terms, representations and warranties that might otherwise be implied into this Music Library License Agreement.

To the fullest extent permitted by law in no event will Collabhouse, its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors be liable for: i) any indirect, incidental, special, exemplary, punitive or consequential damages or losses; or ii) any loss of use, data, goodwill, business, or profits (whether direct or indirect), arising out of or in relation to this Music Library License Agreement or your usage of any Music Library Content, regardless of whether such damages or losses could have been foreseen or prevented. In no event shall our total aggregate liability arising out or in connection with this Music Library License Agreement exceed one-hundred Euro (€100).

6. TERMINATION

We may immediately terminate this Music Library License Agreement and/or restrict, terminate, or suspend your usage of any Music Library Content licensed hereunder, your User Account and/or Profile(s) in the event of any breach by you of this Music Library License Agreement, or any other agreement between you and us.

Upon termination of this Music Library License Agreement, all rights granted to you hereunder in any Music Library Content shall immediately cease and terminate and you shall immediately terminate your usage of any Music Library Content licensed to you hereunder.

Termination of this Music Library License Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Music Library License Agreement which existed on or before the date of termination.

All provisions intended to survive termination of this Music Library License Agreement shall continue to do so.

7. MISCELLANEOUS

This Music Library License Agreement, together with the General Terms and Conditions and Privacy Policy applicable to the Services generally, contains the parties” entire understanding and supersedes any prior or contemporaneous correspondence, agreements or understandings regarding the subject matter herein, unless otherwise agreed between you and us in writing.

Should any provision of this Music Library License Agreement be held invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of this Music Library License Agreement, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by us to enforce this Music Library License Agreement or any provision thereof shall not waive our or the applicable third-party beneficiary’s right to do so.

We will not be liable for a curable breach of this Music Library License Agreement unless you provide us with written notice specifying the alleged breach that we confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter.

We will not be liable for any delay or failure in performance resulting from acts or occurrences beyond our reasonable control, including, without limitation, (and whether similar or dissimilar) acts of God, acts of war, terrorism, riot, fire, flood, or other disaster or other natural occurrence, acts of government, strike, lockout, or power or Internet failure.

We may direct all notices and communications to you via the email address associated with your User Account. All notices to us shall be sent to us at legal@collabhouse.com or to our address indicated here below.

You may not assign, transfer or delegate any of your rights or obligations hereunder without our prior written consent. We may assign, delegate, pledge, encumber, sublicense and otherwise transfer this Music Library License Agreement and/or any or all of our rights and obligations in order to operate the Music Library and/or the Services. This Music Library License Agreement will be binding on and inure to the benefit of the parties and their respective assigns and successors in interest.

This Music Library License Agreement shall be governed by and subject to the laws of The Netherlands and any dispute regarding these Distribution Terms shall be submitted to the exclusive jurisdiction of the court of Amsterdam, The Netherlands, or any higher court as relevant.

CONTACT US

If you have any questions concerning this Music Library License Agreement or the Music Library, we would be happy to hear from you. Please contact us on: help@collabhouse.com.

Version: 16 September 2022

Collabhouse B.V
Koninginneweg 9 Hilversum
1217 KP, Hilversum
The Netherlands