Music Licensing Services Agreement
Last Updated: September 28, 2024
This Music Licensing Services Agreement (the “Agreement”), is made by and between Amunson Audio, LLC dba Amunson Audio (“Amunson Audio”) and the registered user (as himself/herself and the legal representative for the musical group / the writers / the
independent publisher) ("Artist") with respect to the following:
PURPOSE. Artist owns and/or controls one hundred percent (100%) of the master recordings (the “Masters”) and underlying compositions embodied in the Masters (the “Compositions”) listed on Addendum A of this Agreement and further described in the Addendum B, Songwriter Collaboration and Master Recording Agreement(s), attached to this Agreement and incorporated by reference, as required. Amunson Audio is in the business of licensing and coordinating the placement of masters and compositions in various audio and audiovisual projects on behalf of artists, making music available for audition for such placements via its online music catalog and direct submission to its business network, administering the rights and collecting the revenue for such placements, and rendering related services (collectively, the “Services”). Artist desires to grant Amunson Audio the right to render these services on a non-exclusive basis, and Amunson Audio desires to do so on the terms and conditions set forth in this Agreement.
TERM. This Agreement will be for a period of one (1) year from the Effective Date (the “Initial Term”) and shall be automatically extended for additional one (1) year periods unless terminated according to this Paragraph 2 (the Initial Term, together with any extensions under the terms of this Agreement, are collectively referred to as the “Term”). Following the expiration of the Initial Term, either of the parties may terminate this Agreement with a ninety (90) day written notice to other party. Termination of this Agreement will not affect Amunson Audio’s continuing interest in any Masters and/or Compositions already submitted in any manner for placement prior to the termination of this Agreement or the licenses and agreements executed prior to the date of termination, and any money owed to either party must be paid regardless of termination. Upon receipt of an effective notice of termination, Amunson Audio shall promptly remove the Masters from its music catalog and will cease submitting the Compositions and Masters for placement.
TERRITORY. The territory for this Agreement shall be throughout the universe.
GRANT OF RIGHTS. Artist hereby grants Amunson Audio the non-exclusive right, privilege and license, during the Term and throughout the Territory, to perform the following “Services”:
A. Subject to the terms and conditions of this Agreement, Amunson Audio shall make Artist’s Masters available for third party streaming in its online music library and may also provide copies of the Masters directly to third parties via digital transmission or other media to facilitate placement opportunities;
B. Amunson Audio shall license to interested third parties, on behalf of the Artist, the right (i) to synchronize or include the Masters and Compositions or any portion, edit or otherwise modified version of the Masters and/or Compositions, in any and all media, whether now known or hereafter devised, in any copies of said media, and in any advertising or publicity associated with the media project including without limitation, in trailers, commercial tie-ups, and all other forms and media of advertising and publicity; (ii) to distribute, exploit and market the media project embodying the Masters and/or Compositions; (iii) to publicly perform the Compositions in connection with the exhibition of the media project to audiences in motion picture theatres and other places of public entertainment where motion pictures are customarily exhibited; and (iv) any various other rights required for a specific placement;
C. Amunson Audio shall license to interested third parties, on behalf of the Artist, the right to use the Masters and/or Compositions as “ring-tones” or similar audio segments in connection with wireless devices; and
D. Amunson Audio shall serve as the Artist’s exclusive true and lawful attorney in fact (with full power of substitution and delegation) to take such action, and to negotiate, sign, execute, acknowledge, deliver and record any and all instruments or documents in the Artist’s name, and in the Artist’s place and stead, or in the name of Amunson Audio, which Amunson Audio deems necessary to vest in Amunson Audio, its successors, assigns and licensees, any of the rights granted to Amunson Audio by the Artist in this Agreement.
DELIVERY AND ACCEPTANCE OF MASTERS. Within ten (10) days of the Effective Date of this Agreement, Artist shall deliver to Amunson Audio, at Artist’s sole expense and to the specific address provided by Amunson Audio, a copy of each Master listed on Addendum A of this Agreement in 24 bit/48kHz WAV or AIFF format, including Master Stereo Mix and Multi-Track Splits, or such other audio file formats as may become available in the recording industry and requested by Amunson Audio. These Master copies shall remain the property of the Artist, and Amunson Audio shall be under no obligation to return the licensed Master copies to the Artist upon termination or expiration of this Agreement. Further, notwithstanding anything to the contrary in this Agreement, Amunson Audio is under no obligation to make each and every Master provided by the Artist available for third party streaming in its online music library or to provide copies of the Masters directly to third parties, and may select, in its sole discretion, the Masters to be made available to third parties.
WAIVER OF FEES. Artist hereby waives (i) any mechanical rights income or other applicable licensing fee or income that might otherwise be payable due to any use, copying or distribution of all or part of the Masters and/orCompositions by Amunson Audio or third parties in connection with making Artist’s Masters available for third party streaming in Amunson Audio’s online music library or providing copies of the Masters directly to third parties via digital transmission or other media to facilitate placement opportunities; and (ii) any performance rights fees that might otherwise be payable as a result of any electronic transfer, transmission or other performance in connection with making Artist’s Masters available for third party streaming in Amunson Audio’s online music library. Artist further agrees that Amunson Audio may use all or a part of the Masters and Compositions in connection with the promotion of Amunson Audio and its artists without any payment to Licensor.
RESERVATION OF RIGHTS. All rights not expressly granted by the Artist to Amunson Audio in this Agreement are specifically reserved by the Artist. Nothing in this Agreement shall be deemed to convey to Amunson Audio or any designee, assignee or licensee of Amunson Audio any interest, including copyright, in or to the Masters or the Compositions, and the Masters and Compositions shall be the sole property of the Artist.
ARTIST RIGHTS AND OBLIGATIONS.
A. Non-Exclusivity. Although the rights granted to Amunson Audio in this Agreement are non-exclusive, the Artist understands and acknowledges that any music placements involving the Masters, Compositions, or any other work of the Artist, prior to or during the Term of this Agreement, may affect Amunson Audio’s ability to pursue and secure music placements on behalf of the Artist. Therefore, the Artist agrees to disclose to Amunson Audio: (i) all prior music placements involving the Masters, Compositions, or otherwise involving any work of the Artist upon execution of this Agreement; and (ii) all submissions to, and approaches and offers from, third parties concerning placement of the Masters, Compositions, or any work of the Artist during the Term of this Agreement.
B. Credit. For each Master and/or Composition secured placement in a media project by Amunson Audio, Amunson Audio will use reasonable efforts to cause the user to provide credit identifying the song title, writers and performers of the Master and/or Composition in the size and type afforded to all other credited artists. However, Artist accepts and acknowledges that the Artist may not receive credit in connection with all placements secured by Amunson Audio.
C. Non-Disclosure. The Artist understands and acknowledges that Amunson Audio may pursue and secure music placement opportunities on behalf of the Artist that are subject to non-disclosure or similar agreements. Such agreements may limit or prevent Amunson Audio and/or the Artist from publicly discussing involvement in the music placement. The Artist hereby agrees to abide by all of the terms and conditions of any such non-disclosure or similar agreement executed by or on behalf of the Artist by Amunson Audio during the Term of this Agreement.
LICENSING PROCEDURES. Artist hereby authorizes Amunson Audio to negotiate all of the terms, conditions and related issues of any and all agreements in connection with the Services on the Artist’s behalf. When Amunson Audio secures a placement of any of the Artist’s Masters and/or Compositions, Amunson Audio shall promptly notify the Artist in writing, including the agreed upon material terms. Notwithstanding the foregoing, Amunson Audio agrees that it shall not license or authorize any of the following without first obtaining the Artist’s prior consent: (i) any exclusive license to use the Masters and/or Compositions; (ii) any use of the Masters and/or Compositions in political endorsements; (iii) any use of the Masters and/or Compositions in motion pictures that Amunson Audio has been advised, prior to issuance of a license, bear a rating of “X” or “NC17”; or (iv) any use of the Masters and/or Compositions in pornographic productions of any kind.
PLACEMENTS COMMISSIONS. In the event placement or licensing of any of the Masters and/or Compositions is secured by Amunson Audio, then Amunson Audio shall be entitled to collect or receive one hundred percent (100%) of any and all revenues on behalf of the parties derived from such placement or licensing of the Masters and/or Compositions throughout the universe, except for those payments made directly from performance rights organizations to the Artist or its agents. Artist hereby irrevocably and absolutely transfers, conveys, grants and assigns exclusively to Amunson Audio, its successors and assignees, in perpetuity, the right to collect or
receive all revenue, including but not limited to, from any of the following arrangements:
A. With respect to synchronization licenses relating to placement of any of the Compositions: (i) Amunson Audio shall be entitled to collect the applicable synchronization license fees in full; (ii) following receipt of such fees, Amunson Audio Music shall pay to the Artist fifty percent (50%), and Amunson Audio shall retain fifty percent (50%) for its own account.
B. With respect to master use licenses relating to placement of any of the Masters: (i) Amunson Audio shall be entitled to collect the applicable master license fees in full; (ii) following receipt of such fees, Amunson Audio shall pay to the Artist fifty percent (50%), and Amunson Audio shall retain fifty percent (50%) for its own account.
C. With respect to licensing relating to placement of any of the Masters and/or Compositions on a soundtrack album, compilation album, phonorecord album, or any other mechanical, digital, or other reproduction of the Masters and/or Compositions: (i) Artist shall be entitled to collect all applicable mechanical rights income or other applicable licensing fee or income in full; (ii) following receipt of such fees or income, Artist shall pay to Amunson Audio fifty percent (50%) and the Artist shall retain fifty percent (50%) for its own
account, unless the parties come to an alternative arrangement regarding the collection of specific licensing fees or income.
D. With respect to any and all monies and/or arrangements not specifically provided for in this Paragraph 10, but which are administered and/or licensed by Amunson Audio, Amunson Audio shall be entitled to receive fifty percent (50%) of the applicable monies or fees, whether said monies or fees are initially forwarded to Amunson Audio or received by the Artist or credited to the Artist’s account.
NO GUARANTEE OF PLACEMENT OR COMPENSATION. While Amunson Audio anticipates a strong and broad demand for the musical material it makes available, and has agreed to make available the Masters provided by the Artists based on the quality of the material presented, Amunson Audio makes no representation or guarantee as to the use of the Masters, the number of placements, if any, of the Masters and/ or Compositions, or the amount of compensation, if any, that will become payable to the Artist as the result of
the Artist’s entering into this Agreement.
ACCOUNTING AND PAYMENT.
A. Accounting and payments of all monies due to either of the parties shall be made promptly, but in no event later than thirty (30) days following the Artist’s or Amunson Audio’s receipt of the same, unless the payment does not exceed fifty dollars ($50.00). Should payments due total less than fifty dollars ($50.00), Amunson Audio or the Artist, as the case may be, may postpone making a payment until the amount due exceeds fifty dollars ($50.00). Accounting and payments shall be sent in accordance with subparagraph B of this
Paragraph 12. Amunson Audio shall have the right to deduct from any amounts payable to the Artist under this Agreement such portion of the amount as may be required to be deducted under the provision of any applicable statute, regulation, treaty or other law or under any applicable union or guild agreement.
B. Payment Information will be connected to user's account.
C. Amunson Audio and the Artist shall maintain true and complete books and records concerning payments due to the other party under this Agreement. All accountings rendered by either party shall be binding and not subject to objection unless objections are made in writing, stating the basis of the objections, and are received by the accounting party within two (2) years from the date of the accounting. A certified public accountant or attorney on either of the parties’ behalf shall have the right to audit the other party’s books
and records for a period of three (3) months after such accounting written notice is sent. Such audit shall be conducted at the party’s place of business, or wherever the relevant records are kept, during normal business hours. Any costs associated with such audit shall be borne by the party requesting the audit. The parties’ hereby acknowledge that both parties’ books and records contain confidential information and both parties warrant that neither the party nor its representatives shall communicate to others or use on behalf of any other person any facts or information obtained as a result of such examination of the other party’s books and records other than for purposes expressly allowed under this Agreement. Neither party shall be obligated to produce books and records more than once with respect to each statement.
WARRANTIES AND REPRESENTATIONS. Artist hereby warrants, represents, covenants and agrees:
A. Artist has the full right, power and authority to enter into and perform this Agreement, to grant to and vest in Amunson Audio all rights granted in this Agreement, free and clear of any and all claims, demands, obligations or other encumbrances, and will not enter any agreements during the Term that would interfere with or prohibit Amunson Audio’s free exercise of the rights granted to it by the Artist in this Agreement;
B. No Compositions or Masters are, in whole or in part, an imitation or copy of, or contain uncleared samples of, or infringe upon, any other material, or violate or infringe upon any common law or statutory rights of any person, firm or corporation, including, without limitation, contractual rights, copyrights and rights of privacy, or libel or slander any person, firm or corporation;
C. Artist is the exclusive owner and/or official representative of the Compositions and Masters listed in Addendum A of this Agreement and further described in the Addendum B, Songwriter Collaboration and Master Recording Agreement(s), attached to this Agreement and incorporated by reference, as required, and any Compositions and Masters subsequently submitted to Amunson Audio during the Term of this Agreement;
D. Amunson Audio shall not be required to make any payments of any nature for, or in connection with, the acquisition, exercise or exploitation of the rights granted by Artist to Amunson Audio in this Agreement, except as provided in the Agreement. Artist is solely responsible for any and all residual obligations, including, without limitation, royalties and/or payments to all third parties, which may be due in connection with the Services;
E. Amunson Audio shall have the right to use the names, likenesses, biographical, literary and artistic materials of the Artist, any of the Artist’s band members, writers, composers, producers, mixers and/or engineers, and to grant these rights to allow others to use said names, likenesses and materials in connection with the marketing, placement, licensing, promotion and advertisement of the Masters and/or Compositions. Amunson Audio’s use of such names, likenesses and materials in accordance with the terms and conditions of this Agreement shall not constitute infringement upon the rights of any third party;
F. Amunson Audio shall have the right, but not the obligation, to take such action as it deems necessary, either in the Artist's name, in the name of Amunson Audio, or in both names, against any party to protect all rights and interests acquired by Amunson Audio under this Agreement. Artist shall cooperate fully with Amunson Audio in any controversy or litigation that may arise or be brought concerning the rights and interests of Amunson Audio under this Agreement, provided, however, that Amunson Audio shall have final say, in its sole and absolute discretion, with respect to any such controversy or litigation.
NOTICES. All Notices shall be in writing and sent by registered or certified mail, Federal Express or email to the addresses set forth above in Paragraph 12 of this Agreement, or to such other addresses as the parties may designate from time to time in writing and noticed pursuant to this Paragraph 14. The date of receipt by mail, electronic mail, or courier, as the case may be, shall be the date of service of notice, except that notice of change of address shall be effective only from the date of its receipt.
ASSIGNMENT. This Agreement shall not be assignable by either party during the Term, except that Amunson Audio may assign this Agreement to any corporation or other entity that is controlled or majority-owned by Amunson Audio or which succeeds to Amunson Audio’s interest, and Artist may assign this Agreement to any corporation or other entity that is controlled or majority-owned by Artist.
NO PARTNERSHIP OR JOINT VENTURE. Nothing contained in this Agreement shall constitute a partnership or joint venture between the parties. Neither party shall hold itself out contrary to the terms of this Paragraph 16, and neither party shall become liable for any act or omission of the other contrary to the provisions of this Agreement.
INSURANCE. It is the Artist’s responsibility for claims, demands, actions, causes of action, suits, proceedings, judgments, damages, liabilities, penalties, costs, losses, and expenses, including without limitation, attorneys’ fees, court costs and other legal expenses, and any other adverse consequences arising out of or connected with any claim, demand, action, cause of action, suit or proceeding by a third party resulting from any act that is inconsistent with any of the representations, warranties, promises, covenants, and/or agreements made by the Artist in this Agreement is not covered by Amunson Audio. Amunson Audio strongly recommends that the Artist acquires insurance coverage for the music it produces or disseminates to cover these claims.
BREACH. Amunson Audio shall not be deemed to be in breach of any of its obligations under this Agreement unless and until the Artist has given written notice according to the terms set forth in Paragraph 14 of this Agreement to Amunson Audio describing the alleged breach, and Amunson Audio shall have failed to cure that breach within ninety (90) days after Amunson Audio’s receipt of such notice from the Artist.
REMEDIES. In the event of any breach by Amunson Audio of any of the terms or conditions of this Agreement, the rights and remedies of the Artist shall be limited to the Artist's right, if any, to recover money damages, and the Artist expressly acknowledges that money damages are sufficient to remedy any such breach. The Artist hereby expressly acknowledges that the Artist shall not be entitled to equitable relief of any kind, including, without limitation, injunctive relief, specific performance, rescission or any other rights or remedies to which relief is hereby expressly waived by Artist.
ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement and the costs for this arbitrator shall be divided equally between Amunson Audio and the Artist. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place in the State of Minnesota and the County of Olmsted. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The Agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
ATTORNEYS’ FEES. In the event that Amunson Audio shall be required to pursue legal remedies in the enforcement of this Agreement against the Artist, then in addition to any monetary damages recovered, Amunson Audio, LLC shall be entitled to recover all costs and fees incurred, including court costs, reasonable attorneys’ fees and other legal expenses.
INDEMNIFICATION. Artist hereby agrees to indemnify, defend and hold harmless Amunson Audio and any of its members, agents, employees, successors, assigns, and licensees, including without limitation, any users of the Masters and/or Compositions, against any and all claims, demands, actions, causes of action, suits, proceedings, judgments, damages, liabilities, penalties, costs, losses, and expenses, including without limitation, attorneys’ fees, court costs and other legal expenses, and any other adverse consequences arising out of or connected with any claim, demand, action, cause of action, suit or proceeding by a third party resulting from any act that is inconsistent with any of the representations, warranties, promises, covenants, and/ or agreements made by the Artist in this Agreement. Without limiting any of the foregoing rights and remedies, upon the making or filing of any such claim, demand, action, cause of action, suit or proceeding, Amunson Audio may, in its sole discretion, make all decisions in connection with the defense or settlement of any such claim and withhold from any amounts payable under this Agreement such amounts as are reasonably related to
the amount of the claim, including estimated attorneys’ fees, court costs and other legal expenses, pending the final disposition of the claim.
GOVERNING LAW. This Agreement shall be deemed entered into in the State of Minnesota, and the laws of Minnesota shall govern the validity, interpretation and legal effect of this Agreement.
GENERAL. A. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties; B. Remedies Cumulative. All rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the parties, whether provided by law, equity, statute, in any other agreement between the parties or otherwise; C. Amendments. No amendment, modification, or supplement to this Agreement shall be binding on any of the parties unless it is in
writing and signed by the parties in interest at the time of the modification; D. Severability. If any term or provision of this Agreement is determined to be illegal or unenforceable, such illegal or unenforceable provision shall be stricken from this Agreement, and shall not affect the legality or enforceability of this Agreement; E. Interpretation. The following rules of interpretation apply unless the context requires otherwise: (i) headings are for convenience only and do not affect interpretation; (ii) the singular includes the plural and conversely; and (iii) a reference to conduct includes any omission of any statement or undertaking, whether or not in writing. This Agreement shall be deemed the parties’ joint work product and may not be construed against either party by reason of its preparation or word processing; F. Waiver. Any failure by either party to enforce any other party’s strict performance of any provision of this Agreement will not constitute a waiver of that party’s right to subsequently enforce such provision or any other provision of this Agreement; G. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
ARTIST ACKNOWLEDGE THAT THE ARTIST HAS BEEN REQUESTED TO SEEK INDEPENDENT LEGAL AND BUSINESS ADVICE WITH RESPECT TO THIS AGREEMENT AND THAT THE ARTIST HAS EITHER SOUGHT AND OBTAINED SUCH ADVICE OR DELIBERATELY REFRAINED FROM DOING SO.
BY CONTINUED USE OF THE PROVIDED SERVICES, the parties have executed this Agreement as of the Effective Date first above written.