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Thanks for choosing Altaura (“Altaura, “we”, “us”, “our”) as your music service provider. These are our Terms and Conditions (“TC”) which set out the terms and conditions pursuant to which we provide our Service (as defined below) to you (the “Customer”, “you”).If you are using our service in connection with your employment, you here by represent to us that you are authorized to and hereby do bind your company/employer to the terms and conditions of this TC, and any references herein to “you” and “you’re” will refer to both you and your company/employer, as applicable. Before you start using the Service, please take a moment and read through this TC, as by using our service, you agree to be bound by all of the terms and conditions contained and incorporated by reference herein. This TC will remain in full force and effect while you use the Service and does not cover other services, content or materials made available by any other company or a third party unless specifically stated.
We may amend this TC from time to time so make sure to check the terms that apply at the time of your use. This TC was most recently updated on October 10th, 2022. We hope you will enjoy our Service! Don’t hesitate to get in touch.
LDN: +44 020 3965 7307
NYC: +1 332 900 1010
LA: +1 310 853 8721
These TCs shall be effective from the date of the first relevant SOW and shall continue until all Services are completed and delivered pursuant to any and all relevant SOW, or unless terminated in accordance with the terms contained herein.
You here by appoint us on an exclusive basis to carry out, and we agree to provide, the services outlined in the statement of work (SOW) (the “Services”) to you during the Term (as defined below) in accordance with these TCs.
- We will take reasonable steps to comply with the Services so long as we are able to do so within our own contractual obligations with suppliers.
- We will allocate suitable personnel with appropriate levels of experience and seniority to provide the Services.
- You acknowledge and agree that it may be necessary for us to replace the personnel with alternative personnel with similar levels of seniority and experience.
- You agree to appoint us as the sole provider to perform the Services specified in the SOW.
- We may outsource or subcontract its performance of the Services or part there of with your prior consent such consent not to be unreasonably withheld or delayed.
Our Customer Support is available to you as a customer and user of the Service. Our goal is to ensure that you enjoy an outstanding experience while using the Service. If you encounter any technical problems, have questions regarding the Service, you can contact our support during hours of operation.
Additionally, we will operate and update the Service and receive and handle your reasonable inquiries relating to your use of or access to the Service, such as technical, billing and payment issues and other related issues (“Altaura Support”).
If you have placed an Order for our platinum package, separate terms will apply. These include a dedicated account manager on call during your operating hours globally. Please refer to your SOW for the full extent and detail of the Customer Support that we will be providing as part of your package and to which the provisions of this section are subject.
You will pay us the fee for the Services as set out in any relevant SOW, or as otherwise agreed between the parties in writing, (the “Fee”).
Invoices submitted by the Supplier to the Client are due within 30 days of receipt. All amounts payable by the Customer exclude amounts in respect of value-added tax (VAT), which the Customer shall additionally be liable to pay to the Supplier at the prevailing rate (if applicable).
In addition to any amounts owed on an outstanding invoice, you will be liable to pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 5%a year above the Bank of England's base rate from time to time but at 5% a year for any period when that base rate is below 0%
You will also pay the remuneration covering the cancelled or amended Services as well as any charges imposed by third parties arising from the cancellation or amendment.
Any cancellation, amendment or additions to the Services provided must be agreed in writing between us and you.
In the event of any such cancellation, amendment or addition to the Services provided you will reimburse the Agency for any charges or expenses committed to or incurred by us.
In the event that either you or we breach a material provision under this Agreement, the non-defaulting party may serve notice in writing on the defaulting party setting out the details of the breach and requesting that such breach be remedied within 30 days failing which the non-defaulting party may terminate the Agreement with immediate effect;
Except as otherwise provided in these TCs, our obligations will end upon the termination of this Agreement.
All intellectual property and related material including without limitation title, copyright, intellectual property rights and distribution rights of any of these(the "Intellectual Property") that is developed or produced as part of the services, will remain our property. You are granted a non-exclusive limited-use licence of this Intellectual Property for the duration of the Services only.
Upon the expiry or termination of the Service, you will immediately return to us any property, documentation, records, or Confidential Information which has been provided or developed as part of the Service.
Altaura is responsible for licenses and permissions from the owners of the musical and/or lyrical compositions (i.e. publishing licenses) and the owners of the sound recordings (i.e. master sound recording use licenses) needed for streaming and reproduction/mechanisation of the content through the Service.
Where applicable, you are required to pay public performance fees and/or royalties to performance rights organizations (e.g. STIM, SACEM, SABAM, PPL, PRS etc.) (“PROs”) when streaming content from our Service in markets other than the US and Canada.
For customers in the U.S. and Canada, in most cases Soundtrack Your Brand licenses all necessary music rights, including the public performance right. This means that most Altaura customers in the U.S. and Canada won't have to pay additional public performance rights fees to the local collecting societies. However, if you play music certain business public performance rights are not necessarily included and you should contact your local PRO for a separate public performance license.
We are happy to help you evaluate whether or not a separate PRO license may be required. We will not be responsible or liable for any failure by you to obtain a necessary PRO license if one is required and you fail to obtain it.
From time to time, we may also offer products that contain content described as “pre-cleared”, “royalty-free”, “PRO free” or similar terms (“Pre-cleared Content”), meaning that music contained in such content may not generally require payment of any royalty or fees to PROs, provided that you use such content in accordance with the terms and conditions governing such use, and depending on the territory, you are in... In certain jurisdictions, public performance rights, neighbouring rights and/or other similar and/or related rights are mandatorily handled by collecting societies and/or similar organizations (“Local Rights Organizations”)under local laws and other applicable regulations. We advise you to contact the applicable PRO and any Local Rights Organizations to inquire whether any fees or royalties are due in connection with your use of Pre-cleared Content.
You acknowledge and agree that you will not rely on, and will not be relying on, any statements made by us regarding any obligation you may have with respect to such Pre-cleared Content, PROs or otherwise, including any payment obligations, and we will have no liability to you in connection therewith. Please note that you are at all times responsible for any fees and for making such payments to PROs and any Local Rights Organizations.
You agree to indemnify, defend and hold us harmless from and against any losses arising out of the public performance and any other use of content as part of the Services, including your failure to secure and maintain any necessary public performance licenses or make payments to Local Rights Organizations.
Any and all information related to our business and activities and that of our affiliates (including the rights and licenses granted pursuant to the Service), which may be obtained by you from any source, or maybe developed as a result of the Service or otherwise t, and other non-public information, whether oral or written or in a visual, electronic or tangible form, regarding or otherwise relating to us, which has been disclosed or which you may otherwise become aware of in connection with our interactions, shall be kept strictly confidential and not be used for any other purpose than pursuant to the Service. You hereby agree not to disclose any such information to any third party without our prior written consent. This obligation of confidentiality does not apply when disclosure is required by law, regulation or a governmental decision to disclose information.
You agree to indemnify and hold us harmless and any assignees against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any breach of the terms and conditions of Soundtrack Your Brand (a copy of which is annexed hereto) by the Client.
This indemnification will survive the termination of this Agreement to the fullest extent permitted bylaw, in no event shall we be liable for any direct, indirect, incidental, special, punitive, exemplary or consequential damages or any damages or losses of any kind in any manner in connection with or arising out of this agreement, the service, content or any product, including any hardware product, regardless of the form of action or the basis of the claim or whether or not we have been advised of the possibility of such damages, including, without limitation, damages for loss of profits or opportunity, business interruption or any other commercial damages or losses.
In the event that applicable law does not allow the exclusion of warranties stated herein or the limitation of liability stated in the preceding paragraph, then you expressly agree that in no event will our liability for any claim or damages here under exceed the total amount paid by you hereunder in the 12 months immediately preceding the date that loss or damages arose.
The limitations set out above do not apply if the loss or damage is due to our gross negligence or wilful misconduct.
Neither Party shall be liable to the other Party for any delay or default in performance of its undertakings of obligations under this Service if such delay or default is caused by force majeure, including wars, insurrections, fires, passing of laws or any governmental order, regulation or ruling, or any other act(s) beyond the reasonable control, and neither Party shall have the right to terminate this Agreement unless such delay or default in performance is caused by force majeure for a period of three (3) weeks. During such force majeure events, the affected Party will use all reasonable efforts to avoid, reduce or eliminate the force majeure event’s prevention, restriction or delay of the performance of its obligations under this Agreement. A force majeure event does not excuse either Party’s obligation to make any payment under this Agreement.
You acknowledge and agree that the Agency may have to enter into contracts with third party suppliers in respect of Service in accordance with such suppliers’ standard or individual conditions and contracts, as may be negotiated by us on a case by case basis (“Third Party Contracts”). Provided that we have notified you of any significant restrictions or contract terms contained in such Third Party Contracts, you hereby acknowledges and agrees that: (i) its right to use or otherwise benefit from any Service acquired under such Third Party Contracts (including any rights of amendments, omission and/or cancellation) shall be as set out in such Third Party Contracts; and (ii) any charges or liabilities (to the extent caused by any act or omission of the Client or any third party acting for or on its behalf) for which we are liable under such Third Party Contracts (including cancellation payments, retrospective Media Charges and other penalties) shall be the responsibility of the Client.
Except as otherwise provided in these TCs we may, a, engage a third party subcontract or to perform some or all of our obligations under the Services and you will not hire or engage any third parties to assist with the provision of the Services.
By signing this agreement, the Client also agrees to having read, acknowledged and agreed to the terms set forth by Soundtrack Your Brand (https://www.soundtrackyourbrand.com/legal/general-terms-and-conditions). A copy of which is annexed hereto.
These TCs constitute the entire agreement and understanding of the parties and supersede any previous agreement between the parties relating to the subject matter of these TCs. Nonvariation of these TCs or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
Except as otherwise provided in this agreement, the Supplier will have full control overworking time, methods, and decision making in relation to the provision of the Services in accordance with the Agreement. The Supplier will work autonomously and not at the direction of the Client. However, the Supplier will be responsive to the reasonable needs and concerns of the Client.
The Parties acknowledge that this Agreement is exclusive and that either Party will not be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
The Client undertakes during or six months after the contract expires, not to attempt to or employ anyone who has been introduced or employed by the Supplier in relation to the services.
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
45 Fitzroy Street, Silverstream House, London, W1T 6EB or to such other addresses as either Party may from time to time notify the other.
This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction of any such dispute or claim.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
