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Terms and Conditions

 

Last Updated: January 1, 2024

Please read the following terms and conditions carefully. These terms and conditions, as well as the copyright policy (the “Copyright Policy”) the Social Platforms Terms of Service (if applicable), and the privacy policy (the “Privacy Policy”) (incorporated herein by this reference and collectively referred to as the “Terms of Service”), govern your access to and use of the Amunson Audio, LLC website (the “Site”), including the use of any content, information, products and/or services (the “Services”) therein.

 

This is a legal agreement between you and Amunson Audio, LLC (“Company”). Company reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. You hereby agree that any modification of these Terms of Service shall not be interpreted to reflect upon the strength of any provisions in any earlier iteration of these Terms of Service. It is your responsibility to check these Terms of Service periodically for changes. By continuing to use or access the Site and/or Services after Company makes and posts any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without Company’s express written consent.

 

YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY COMPANY THROUGH THE SITE OR WITH RESPECT TO YOUR AMUNSON AUDIO ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY COMPANY.

    The following, when signed you ("Licensor") and us (“Amunson Audio, LLC”) shall constitute the Agreement between Licensor & Amunson Audio, LLC a limited liability company duly organized under the laws of Minnesota, currently located at 512 14th Street SE Unit 3 Rochester, MN 55904 (“Publisher”) concerning the licensing of musical compositions (herein, the "Compositions") owned or controlled by Licensor to Amunson Audio, LLC for purposes of Amunson Audio, LLC monetizing the usage of Content of such Compositions (herein the "Content") as provided herein below. The Agreement between Amunson Audio, LLC and Licensor (sometimes referred to individually as a "Party" and collectively as the "Parties") is as follows. 

 

Term and Territory

 

1. Total Term. Unless terminated earlier as provided herein, the Term of this Agreement shall consist of an Initial Period and one or more Renewal Periods as hereinafter defined. The Initial Period shall commence as of the date hereof and extend until the date that is five (5) years following the date upon which Licensor shall provide an initial notice of ownership rights to Amunson Audio pursuant to paragraph 5 hereof. Upon the expiration of the Initial Period of the Term, the Term shall be automatically extended for additional consecutive Renewal Periods each of five (5) years and each commencing as of the expiration of the Exclusive Term or the immediately preceding Renewal Period as applicable, unless and until a Party gives the other Party notice of such Party's election to terminate the Term hereof as of the expiration of such then-current Exclusive Term Period or Renewal Period of the Term, which notice is received no less than ninety (90) days prior to the otherwise applicable termination date of the Exclusive Term Period or Renewal Period as applicable. In the event of such timely notice, the Term shall terminate as of the expiration date of such Initial Period or Renewal Period of the Term as applicable. 

 

2. Exclusive Term. The initial term of this Agreement shall begin on the Effective Date and continue exclusively for a period of five (5) years ("Exclusive Term").

 

3. Non-Exclusive Term. Following the expiration of the Exclusive Term, this Agreement shall continue on a non-exclusive basis for an additional period of five (5) years ("Non-Exclusive Term").

 

4. Territory. The Territory of this Agreement shall be worldwide. 

 

Grant of Rights 

 

1. Worldwide Direct License. The Provider grants worldwide direct license rights to the Publisher to use, distribute, reproduce, perform, display, and monetize the Provider's content ("Content") in all forms and media. This includes the right to sublicense these rights to third parties, subject to the terms of this Agreement.

 

2. Rights Included. During the Term and for the Territory, Licensor hereby grants Amunson Audio the right to utilize and allow others (herein each a "Sub-Licensor") to utilize the Content and chord notation of the musical compositions (herein the "Chords") as follows in connection with the Music Publishing service of Amunson Audio.

  • To search, display, distribute, transmit, and reproduce the Content
  • To synchronize the display of Content with master recordings embodying the applicable Composition. 

  • To create and/or obtain the textual representation of the words of Content (herein the "Content Text"). 

  • To convert Content into digital files (herein "Digital Files"). To encrypt the Digital Files. 

  • To embed the Digital Files in a database and to license rights to the use thereof of authorized sub-licensees (herein "Sub-Licensees"). 

  • To transmit or otherwise deliver Digital Files to consumer electronic devices, such as cell phones, MP3 players, PDAs and the like (herein collectively "CE Devices"). 

  • To display Content on music streaming television channels.

  • To print and/or to deliver to end users authorized copies of Content To integrate Content with chord and tablature notation. 

  • To use Content for Amunson Audio's internal development and product demonstration purposes including, without limitation, such demonstrations to prospective Sub-Licensees. 

  • To print Content from web sites and music services, provided such Content are not printed with tablature. 

  • To sell permanent copies of Content to end users. 

  • To translate Content to alternate languages, and sub-license such translated Content pursuant to the terms of this Agreement. 

  • To permit any of the foregoing on any digital platform in connection with Content and with Chords. 

  • To authorize Sub-Licensees to do any and all of the foregoing. 

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    3. Content Definition. Content includes, but is not limited to, musical compositions, lyrics, names, titles, logos, artwork, metadata, and related materials owned or controlled by the Provider.

     

    4. List of Licensed Content. Immediately following the execution of this Agreement, Licensor shall provide to Amunson Audio and an agent appointed by Amunson Audio (the “Administrative Agent”) a list of those Compositions as to which the Content of same are licensed by Licensor hereunder as of the date of execution hereof. Unless Licensor shall provide prior notice hereunder to Amunson Audio to the contrary, all rights in and to the Content for each such Composition shall be deemed to be at all times owned and controlled throughout the Territory by Licensor. For avoidance of doubt, the rights granted by Licensor hereunder in and to the Content to any Composition shall only extend to those rights in such Content that are owned or controlled by Licensor; provided that Licensor agrees to notify Amunson Audio concerning any limitations on rights in and to any such Content no later than concurrently with the time such Content are originally submitted or noticed as being available hereunder. Licensor agrees to provide Amunson Audio with as many Content as are available for licensing and in any and all events shall provide Amunson Audio with all such Content as are provided by Licensor to any third party engaged in a similar business to that engaged in by Amunson Audio. Amunson Audio reserves the right to change its designation of its Administrative Agent, at any time, with thirty (30) days prior notice hereunder by Amunson Audio. 

     

    5. Notice Of Licensed Content. Licensor will deliver to Amunson Audio, on no less than a weekly basis, files containing lists of Compositions and ownership rights concerning same in the form of Common Works Registration ("CWR") files, or another mutually agreed upon electronic process, which Licensor shall upload to Amunson Audio’s FTP site no less frequently than on a monthly basis. Licensor shall authorize Amunson Audio to share such files (and/or the data contained therein) with Amunson Audio’s Administrative Agent, and any other party in the course of Amunson Audio’s business activities, without limitation. Unless Amunson Audio is timely notified to the contrary by Licensor, Amunson Audio shall use United States mechanical licensing ownership splits as being the applicable ownership splits throughout the Territory.

     

    Obligations of the Provider

     

    1. Delivery, Accuracy and Notification of Changes. The Provider shall deliver the Content in the required format and ensure all provided information remains accurate and up-to-date. The Provider must promptly notify the Publisher of any changes in ownership or control of the Content.

     

    2. Confidentiality, Non-Disclosure & Press Release. The terms of this Agreement and any negotiations related hereto or any information provided by the Parties in connection therewith including, without limitation, information relating to Content. The Parties hereby represent and warrant that neither they nor any of their respective officers, directors or employees shall disclose to any third Party the financial terms of this Agreement (except as may be required by law) without the express written consent of the other Party hereto, which consent shall not be unreasonably withheld. Notwithstanding the foregoing sentence, in the event of a dispute with regard to this Agreement, the Parties shall have the right to disclose the terms of this Agreement in court or similar proceedings. Either Party shall have the right to issue a press release disclosing the existence and non-financial details of this Agreement.

     

    Compensation

     

    1. During Exclusive Term. The Publisher agrees to pay the Provider a percentage of net revenues generated from the use of the Content, as detailed in an attached splits sheet.

     

    2. During Non-Exclusive Term. The Publisher agrees to continue to pay the Provider a percentage of net revenues generated from the use of the Content, potentially adjusted as mutually agreed upon to reflect the non-exclusive nature of the Agreement.

     

    3. Royalties. In consideration of the rights granted hereunder, including the warranties and representations made by Licensor hereunder, Amunson Audio agrees to pay (either directly or through the Administrative Agent) Licensor Licensor’s Pro- Rata Share (as "Licensor's Pro-Rata Share" is defined hereinbelow) of an amount equal to Fifty Percent (50%) of the Net Revenues (as "Net Revenues" is defined hereinbelow) derived by Amunson Audio from the use of Content licensed hereunder by Licensor as described in Section 3 above. As used herein "Licensor's Pro-Rata Share" shall mean the use by Amunson Audio in the Amunson Audio Service of Content hereunder as compared to such usage of all Content used by Amunson Audio, in the Amunson Audio Service, including Content hereunder as well as other Content, and “Net Revenues” shall mean all monies paid to Amunson Audio in relation to the use of Content licenses, less any taxes (including, but not limited to, sales and withholding taxes), setup fees, hosting fees, interest payments, or penalties.

     

    4. Royalty Calculations and Reporting Methodology. Amunson Audio shall send statements as to royalties payable to Licensor hereunder directly to Licensor or at the election of Amunson Audio to the Administrative Agent, within sixty (60) days following the end of each calendar quarter during the Term which such statements shall be accompanied by payment of any royalties then payable, after deduction of any appropriate deductions.

     

    Representations and Warranties

     

    The Provider represents and warrants that they have the full right and authority to enter into this Agreement and that the Content does not infringe on any third-party rights.

     

    Indemnification

     

    Each Party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third Party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying Party's representations and warranties made under this Agreement, provided that the indemnifying Party is promptly notified of any such claims. The indemnifying Party shall have the sole right to defend such claims at its own expense. The other Party shall provide, at the indemnifying Party's expense, such assistance in investigating and defending such claims as the indemnifying Party may reasonably request. This indemnity shall survive the termination of this Agreement.

     

    Termination and Transition

     

    1. Transition to Non-Exclusive. Upon the expiration of the Exclusive Term for the pertaining licenses, the rights granted herein shall automatically convert to non-exclusive rights, allowing the Provider to grant similar rights to other parties while the Publisher retains the right to continue using the Content under the terms of this Agreement.

     

    2. Buyback Option. After the total term of ten (10) years, the Provider shall have the option to by back the licenses granted herein for a price to be determined as per the conditions set forth in an attachment to this Agreement. The Provider must exercise this buyback option by providing written notice and payment to the Publisher no less than ninety (90) days before the end of the Total Term.

     

    3. Notice of Termination. Either party may terminate this Agreement at any time after the transition to a non-exclusive arrangement with ninety (90) days written notice to the other party.

     

    General Provisions

     

    1. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota.

     

    2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter.

     

    3. Amendment. No amendment to this Agreement is effective unless it is in writing and signed by both parties.

     

    ACCEPTED & AGREED.

     

    Licensor’s electronic opt-in to the Amunson Audio’s Worldwide Agreement constitutes Licensor’s binding agreement to these terms.

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