We publish our license agreement here to ensure transparency in our operations. We have a legal agreement with every composition and musical works copyright owner of every piece of music in our library. This allows us to offer the license below to businesses for use as background music in their places of work in customer facing and staffing areas of their business. Our license is offered per instance. Therefore a business is able to use our music where ever that instance of the music is used. This can be a permanent business address or a mobile professional moving between locations. Since our service is offered to distinct devices or instances we can track each use of every piece of music and ensure each copyright holder gains a royalty for the use.
Our customers are reminded that if they play any other non Melody Pods’ music they may be liable for royalty payments collected by another source such as their national performing or compositional royalty collection society.
If you are a performing rights society interested in the licensing of our music at a particular location or business, please contact that business directly as we will not give any customer data to anyone without the customer’s consent. The business will be able to demonstrate within their business that the music being played is not music that you are contracted to collect royalties for from either a copyright owner directly contracted to you, or indirectly via your partnerships with overseas performing rights societies. Simply listen to the music being played. If any track in particular requires your clarification please contact us directly although we will not be able to confirm any connection with a piece of music to a customer for data protection purposes.
Melody Pods License Agreement
This document sets out the terms and conditions for the purchase of licenses to use Melody Pods’ music.
If you have any questions about the appropriate use of Melody Pods or music from Melody Pods, please contact us at our help desk: http://www.melodypods.com/help-information/contct-us-helpdesk.html
This license agreement set out the entire license agreement (“License”) between Kesseny ltd trading as Melody Pods(“Melody Pods”) and you or your registered company as described in your registration at MelodyPods.com (“Client”).
WHEREAS Melody Pods has rights to a library of audio recordings, and is engaged in the business of providing the limited, non-exclusive right to license to these audio recordings for the purpose of providing the Client with the performance of recorded music for their business businesses such as hotels, spas, salons, restaurants, retail stores, cafes and gyms, free and clear of any obligation to pay fees to applicable performance rights societies; and,
WHEREAS Client is the authorized representative of a business or organization which has a location open to the public (hereinafter referred to as “Premises”), and desires to access Melody Pods’ service in order to license Melody Pods’ library of musical recordings for the purpose of publicly performing such recorded music solely on Client’s Premises as specified hereunder, subject to the terms, conditions, and restrictions of this Agreement, as set forth below; and
WHEREAS Nothing contained in this agreement shall constitute a partnership or joint venture between the parties hereto or constitute either party the agent of the other.
In consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
The musical compositions (the “Compositions”) and the master recordings (“Masters”) covered by this Agreement are all those available on Melody Pods Website (www.MelodyPods.com) (hereinafter referred to as the “Website”), the terms of which are hereby incorporated by this reference. The particular Masters and Compositions which are the subject of this license shall be hereinafter referred to collectively as the “Licensed Works”. As used herein, a “public performance” is one that occurs “in a place open to the public or at any place where a substantial number of persons outside of a normal circle of a family and its social acquaintances is gathered.”
Grant of Rights.
Melody Pods is engaged in the business of providing rights to its clients to use Melody Pods’ catalog of audio recordings and musical compositions available on the Website, solely for the purpose of permitting its clients to play such recorded music on the Premises of it’s business or organization, including but not limited to hotels, spas, salons, restaurants, retail stores, cafes and gyms, free and clear of any obligation to pay fees to applicable performance rights societies in the applicable territory in which the Premises are located.
Melody Pods shall provide Client the right to publicly perform the Licensed Works solely for such purpose, subject to the terms and conditions hereunder. Notwithstanding the foregoing, Client shall have no right to resell, transfer, hypothecate or use the Licensed Work for any other purpose. Melody Pods shall maintain and control the operation of the Website. Melody Pods reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Website and/or to vary, suspend or discontinue any aspect thereof at any time, as determined in Melody Pods’ sole reasonable business judgment. The Website is protected by copyright as an original work under copyright law and shall not be copied or duplicated without the express written consent of Melody Pods other than as is reasonably necessary for Client to exercise the rights granted hereunder.
Melody Pods grants to Client a non-exclusive license to use the Licensed Works to be performed as recorded music in Client’s place of business only during the License Term, subject to the terms, conditions and restrictions contained herein, and as set forth on the Website. Melody Pods hereby assures to Client a waiver regarding the payment of any fees due and owing to performance rights societies (e.g. ASCAP, BMI, SESAC, PRS, GEMA, SACEM, Sound Exchange) applicable for the public performance of the Licensed Works by Client in the physical premises which constitute Client’s place of business hereunder. Melody Pods warrants that the music contained in the legal rights in and to the Licensed Works hereunder have been pre-cleared. Client acknowledges and agrees that all rights in and to the Licensed Works, whether now known or hereafter in existence, that are not granted to Client hereunder are specifically reserved by Melody Pods. Notwithstanding the foregoing, the Licensed Works which Client shall publicly perform on its Premises shall be limited to selections which shall be deemed free and clear in the applicable territory in which said Premises are located. This license is valid only for a single public space having an area less than 4000 square feet (371 square meters).
Upon execution of this Agreement, Client shall pay Melody Pods any subscription fee required as specified at the point of purchase (the “License Fee”), which such Licensee Fee shall be charged to Licensee for the License Term, and pursuant to the terms and conditions set forth on the Website.
The license Fee shall be based on a single business location. Payment shall be made by credit card or Paypal or as agreed by the parties. Licensee expressly agrees that the rights to access the Website and publicly perform the Licensed Works in Client’s place of business shall be valid only so long as Client has made payment of the License Fee to Melody Pods and such payment has cleared.
Fees maybe subject to value added tax where required by law. VAT rates may change from time to time and we reserve the right to add whatever is the then prevailing rate.
Fees are payable in the currency specified on the web Website. Your credit card company will calculate your local currency equivalent and you are responsible for any card charges which may be incurred for foreign purchases.
Notwithstanding the foregoing, in the event that Client shall become one (1) day overdue regarding fees due and owing hereunder, Melody Pods shall have the unconditional right to terminate this agreement without notice. Any use by Client of the License Works without payment of the License Fee or without Melody Pods’ consent shall constitute a material breach of this Agreement, entitling Melody Pods to any and all available remedies.
As required by European Distance Selling rules and regulations, we will provide you with a summary information that you must receive prior to concluding a contract with us. This applies only to private individuals purchasing otherwise than in the course of a business and not to anyone buying for business purposes. That information is as follows:
Supplier: The supplier of the Licensed Works is Kesseny ltd, Company Number GB 04683874, VAT Reg No. GB 811397339 of Kesseny Ltd PO Box 125 Bodmin PL31 9QA United Kingdom.
Main Characteristics of Goods and Services: As described on the part of the Website setting out what service you are ordering.
Price of the Goods: as set out in the ordering path and in these terms and conditions.
Arrangements for Payment, Delivery, and Performance: Payment on line is made, unless otherwise agreed with us, by credit account or by credit card and the procedure is explained in the ordering procedure and in these terms and conditions. Delivery is via the internet. All orders are subject to approval and we reserve the right to reject any order.
Statutory Right to Cancel Services: Under the Distance Selling rules and regulations you have a statutory right of cancellation, subject to certain exceptions. By submitting your order you recognize and agree that we will start providing the Licensed Works after approval of the order. The decision to approve your order will take place within minutes of you submitting your order. You recognize that the commencement of the Licensed Works will cause you to lose the statutory right you have under the Distance Selling rules and regulations to cancel the Services.
Validity Period of Offer or Price: We reserve the right to increase prices from time to time by notice to you but not after an order has been placed.
Limitations on License.
This license does not authorize the use of the Licensed Works in the following ways:
The broadcasting, telecasting or transmission by wire or otherwise outside of the Premises, including music-on-hold telephone systems operated by Client at the Premises.
For resale or give away in any way exclusively or packaged.
Offer Licensed Works on a CD to sell as your own work.
Resell Licensed Works.
For distribution within film productions, games and software products.
Used within any sound library or jukebox unless you have a specific and separate contractual agreement to do so previously agreed with Kesseny.
You may not create derived works (remixes, re-produce, or add vocals that are of a musical nature).
You may not make samples of any format to use with your own or other’s music.
In addition, this license is limited to non-dramatic performances, and does not authorize any dramatic performances.
Copyright and Trademarks.
All the material within Melody Pods which includes words, pictures, photographs, moving images, sound and software and other things (‘Content’), is owned by Melody Pods or its suppliers and partners, its licensors and content providers unless otherwise stated. You may not copy any material from this application or the web Website without our permission and all Content and the appearance and structure of the Website remain our property.
The rights granted by Melody Pods to Client hereunder shall be for the duration of the period during which Licensee pays to Melody Pods the subscription fee as set forth in Client’s invoices as stored within Client’s account. The License Term, and payment therefore, shall be based on either a monthly, quarterly, annual, or lifetime (fifty years) basis, as mutually agreed by the parties. The License Term shall commence upon execution hereof and shall be automatically renewed unless and until Licensee discontinues payment of the License Fee, or notifies Melody Pods in writing of Licensee’s election to terminate this Agreement, such notice to be received not less than ten (10) days prior to the expiration of the then-current contract period.
The territory covered by this license shall be the world (the “Territory”). Notwithstanding the foregoing, variances in national law may apply.
Warranties and Representations.
(a) Client warrants and represents that: (i) it has the right to enter into this Agreement and has not entered into any other agreement that would interfere with your grant of rights hereunder; (ii) not under any disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this Agreement; (iii) all information provided by Licensee herein and during the Term hereof shall be accurate, complete and not misleading in any material respect; (iv) it shall only use the Licensed Works for the purpose set forth above, in accordance with the terms of this Agreement; (v) it shall not, except to the extent allowed by Melody Pods hereunder and solely in connection with its authorized use of the Website, copy or otherwise duplicate directly or indirectly any portion of the Website including without limitation, any of the information, trademarks, logos, designs, graphics, systems, Tracks or otherwise contained therein for any purpose, and shall not use any software that enables the copying or duplication of such materials; (vi) it shall abide by all copyright notices, information, or restrictions applicable to any Melody Pods’ materials or otherwise published on the Website; (vii) Licensee will comply with all requirements of the applicable performing rights societies as set forth hereunder; and (viii) no usage by Client shall encourage or be associated with illegal or illicit activities allowed.
(b) Melody Pods warrants and represents that: (i) it has the right to enter into this Agreement and has not entered into any other agreement that would interfere with your grant of rights hereunder; (ii) it is under no disability, restriction or prohibition, whether contractual or otherwise, with respect to its right to execute this Agreement and to grant the rights granted hereunder; (iii) it has obtained from the owner and publisher of the original Compositions and Masters sufficient to grant the rights to Client hereunder; and (iv) no Composition or Master nor any other selections, materials, ideas or other properties contained in the Licensed Works shall violate or infringe upon any common law or statutory right of any person, firm or corporation, including, without limitation, contractual rights, copyrights, trademarks and rights of privacy.
Client shall indemnify, save and hold Melody Pods, its licensees, successors, assigns, employees, officers, directors and representatives harmless from any and all damages, liabilities, costs, losses and expenses (including costs and reasonable attorney’s fees) arising out of or connected with any claim, demand or action which is inconsistent with any of the warranties, representations or covenants made by Client hereunder. Melody Pods shall have the right to participate in the defense of any claim, demand, or action with counsel of its choice, at its sole cost and expense.
Notwithstanding the foregoing, Melody Pods shall not be liable for any indirect, special or consequential damages including but not limited to loss of anticipated profits, in connection with or arising from this Agreement and shall not be liable for any loss, damage, claim or liability arising from or related to any software program, data errors, digital transmission errors, failures, interruptions or delays, regardless of cause. In no event shall Melody Pods’ total liability exceed the License Fee paid by Client hereunder. In addition, Melody Pods shall not be liable in the event that there shall be any disruption of its services due to any technical malfunction of the Website or Melody Pods’ ability to provide downloadable or streaming audio.
Melody Pods shall have the right to assign this Agreement to any party with whom they shall merge, consolidate, or which acquires a substantial, interest in the assets of Melody Pods’ business. This Agreement shall operate to the benefit of, and shall be binding upon the parties hereto and their respective successors and assigns. No assignment shall relieve the parties hereto of their respective obligations hereunder as to performances rendered, acts done and obligations incurred prior to the effective date of the assignment.
Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by binding arbitration in the United Kingdom. Each party shall bear its own legal fees and expenses. The parties agree to abide by all decisions and awards rendered in such proceedings.
The parties intend that this be the final expression of their agreement and a complete and exclusive statement of its terms, and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other legal proceeding involving this Agreement. This license is binding upon and shall inure to the benefit of the respective successors or assigns of the parties hereto. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by both parties. Melody Pods shall not be deemed to be in breach of any of the obligations hereunder unless and until they shall have been given specific written notice from Licensee by http://www.melodypods.com/help-information/contct-us-helpdesk.html, return receipt requested, of the nature of such breach and shall thereafter fail to commence the cure of such breach within thirty (30) days after receipt of such written notice. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.
Kesseny Limited, trading as Melody Pods; Revised Terms & Conditions February 2013.