This NEEDLEDROP AGREEMENT (“Agreement”) is made this April 3, 2012 by and between 5 ALARM MUSIC, with its principal offices at 35 W. Dayton St., Pasadena, CA 91105 and Online Registrant/User “Company”.
5 Alarm Music is the owner and administrator/distributor of certain rights in and to musical compositions and sound recordings (“5 Alarm Music”); and Company desires to review and synchronize certain 5 Alarm Music into productions produced and/or owned by Company or, if Company is a 3rd party contractor (i.e. post production facility, ad agency, etc.) productions produced and/or owned by clients of Company herein referred to as (“Productions”) and to exploit completed Productions that incorporate 5 Alarm Music.
The term of this Agreement during which Company has the right to synchronize 5 Alarm Music into Productions is one year, commencing with the approval of this Agreement by 5 Alarm Music. The term will automatically renew for consecutive one-year periods unless terminated in writing by either 5 Alarm Music or Company at any time. All synchronization must physically occur in the United States or Canada.
If Company has synchronized 5 Alarm Music into a Production(s), it shall immediately notify 5 Alarm and request a license. Upon receipt of such request, 5 Alarm shall grant a non-exclusive license to Company at 5 Alarm Music’s then current rates. Company acknowledges that timely reporting is imperative and that use of the Music without timely reporting could constitute an infringement of 5 Alarm Music’s rights.
The time period during which Company will have the right to exploit the Productions containing 5 Alarm Music will be defined in each license.
The right and license to synchronize 5 Alarm Music into Production(s) and the right and license to exploit 5 Alarm Music in Production(s) are conditioned upon the accurate reporting of music uses to the appropriate performing rights societies (for productions that require performance licenses), and the timely payment by Company of its obligations under its licenses with 5 Alarm Music.
5 Alarm currently makes its music available to clients in various formats. Company acknowledges that under all
circumstances, ownership in any 5 Alarm Music or 5 Alarm Music Metadata, and copies thereof, does not pass or vest in Company at any time. The use of the 5 Alarm Music is for Company’s use only. Company cannot, without 5 Alarm Music’s prior written consent, sell, lease, lend, give or otherwise transfer the 5 Alarm Music or online system passwords to any other persons or entities. The copying of the 5 Alarm Music from 5 Alarm Music’s online system other than for the rights granted herein is expressly prohibited.
From time to time, minor portions of 5 Alarm Music may cease to be available from 5 Alarm Music. Company agrees that this will not constitute a breach of this Agreement. At such time, 5 Alarm will notify Company that such music is no longer available. Upon receipt of such notification from 5 Alarm, it is then Company’s responsibility to remove all physical and/or digital copies of said music from its possession. Notwithstanding the above, any Production into with such 5 Alarm Music was synchronized prior to the date of receipt of notice by Company can continue to be exploited as per the terms and conditions of this Agreement or a subsequent license. If Company wishes to change their Contact person, it is Company’s responsibility to inform 5 Alarm in writing of such change. Additionally, minor portions of the 5 Alarm Music Library have previously been removed due to a change in copyright status.
5 Alarm represents and warrants to Company that 5 Alarm has the full right, power and authority to enter into this Agreement and to grant the rights granted herein. Except as set forth in the immediately preceding sentence, 5 Alarm makes no representations or warranties of any kind with respect to the 5 Alarm Music.
Company represents and warrants to 5 Alarm that it has the full right, power and authority to enter into this Agreement and to perform all obligations on its part to be performed hereunder.
Certain libraries represented by 5 Alarm contain restrictions on their use. Please see list of libraries online that have territorial restrictions.
5 Alarm agrees to indemnify Company, its parent company and its principals, officers, directors, agents, employees, representatives, successors and assign from any and all claims, liabilities, losses, damages and expenses (collectively, “Claims”), including, without limitation, reasonable attorney’s fees and expenses, arising from any Claim by any third party that any recorded selection(s) 5 Alarm Music provided to Company infringes any copyright, but only to the extent of the consideration paid by Company.
Company agrees to indemnify 5 Alarm Music, its parent companies and its principals, officers, directors, agents, employees, representatives, successors and assign from any and all Claims, including, without limitation, reasonable attorney’s fees and expenses, that arises in connection with any use of the 5 Alarm Music by Company or its personnel that is not in accordance with this Agreement.
Upon expiration or termination of this Agreement, and unless Company has a separate agreement with 5 Alarm, Company agrees to return to 5 Alarm all Hard Drives and /or CDs supplied to Company by 5 Alarm, to delete copies of any 5 Alarm Music in its possession from any storage devices owned or controlled by Company, and no longer access 5 Alarm’s Online System. For any portable drives that are not returned to 5 Alarm, Company shall pay to 5 Alarm, 5 Alarm’s then current rate for portable drives plus applicable sales tax.
This Agreement shall be governed by the laws of the State of California (not including its conflict of interest laws) and Company hereby consents to exclusive jurisdiction and venue in the Federal and State courts sitting in Los Angeles County, California. Company waives all defenses of lack of personal jurisdiction and forum non-convenience. In any action to enforce any right or remedy under this Agreement, the prevailing party shall be entitled to recover its costs, including reasonable attorneys’ fees. The Parties hereby waive trial by Jury in any action or proceeding of any kind or nature arising under or relating to this Agreement.
Company may not assign or transfer control of this Agreement or any rights and/or obligations hereunder without 5 Alarm Music’s prior written approval.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications. This Agreement shall not be modified except by a written agreement signed by each of the parties.
The parties have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above.
Clicking “Agree to Terms and Conditions” signifies your acceptance to the terms of this Agreement.