SUB LICENSE AGREEMENT FOR SONGS WITH LYRICS
AGREEMENT between Songs2Share Inc., PO Box 580, Monee, IL 60449, USA, (S2S) and the person (Licensee) named on this Agreement. This Agreement is made as of the date set forth on the Agreement.
WHEREAS, S2S has licensed certain musical compositions and Licensee wishes to Sub-License said composition and the option of using the instrumental track contained in the sound recording, on a non-exclusive, non-broadcast basis for a 2 year period.
NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein contained, the parties hereby agree as follows:
1. Grant of Rights. S2S hereby grants to Licensee the non-exclusive right, privilege and license, during the Term of this Agreement in the Territory, to make recordings of the song and incorporate none, a portion or the entire instrumental track into these new sound recordings. Licensee also has the right to perform the licensed song in a non-broadcast venue.
2. Mechanical License and Downloads. Licensee has the right to sell or give away freely, 1000 copies of new sound recordings they create using the licensed song. These copies shall be counted from all CDs or other mechanical recordings, MP3 downloads and/or any other forms of transmitting music. It is the Licensee’s responsibility to keep records of such sales. At the commencement of the sale or give away of the 1000th copy, this License shall expire and a new License must be purchased.
3. Term. This Sub-License shall be in force and valid until the 1000th copy of the licensed song is sold or given away, or the 2nd anniversary of the issue date of this Sub-License is reached; whichever occurs first.
4. Performance. Licensee has right to perform licensed song live and non-broadcast. Licensee has the right to display performances (audio or video) of the song on their own websites or websites that are promoting their music without compensating them for use of such audio or video/recording. Should the Licensee want to perform this song broadcast apart from aforementioned website usage, a broadcast License must be purchased. Each songwriter has the right to know when their song will be broadcast so they can inform their Performance Rights Society of such event and collect the writer’s share from such broadcast.
5. Melodic and Lyrical Changes. It is the intention of this License to promote the song that the original songwriter has written as well as give the Licensee an opportunity to interpret and record their own version of the licensed song. While allowing for Licensee creativity, we ask that at least a portion of the original melody be audible in the new sound recording that the Licensee creates. Should the Licensee change the melody so that the original melody is not recognizable, under no circumstance shall the Licensee be able to claim they have ownership to this song. Licensee’s only claim shall be to new sound recordings they have created. Lyrical changes are limited to deletion of lyrics or repetition of lyrics. No new lyrics may be added. Occasionally we allow songwriters to post songs at the S2S website which have revised lyrics since the original recording. If this is the case, Licensee may use original lyrics as recorded or new revised lyrics as posted by songwriter.
6. Rights to Names. Licensee shall include songwriter’s name(s) as stated in this Agreement, on printed materials that accompany the CDs that are produced using the licensed song. Licensee will also add the text “Based on an original composition by” before the composer’s name, designating Licensee’s composition is an interpretation of the original song. Names to be included shall be designated on the signature page of this Agreement. Licensee shall also include Licensed from Songs2Share.com designating the song was licensed from our company, on all printed materials.
7. Underlying Works. When Licensee completes a new sound recording of this licensed song, Licensee shall own the newly created sound recording and may copyright this recording using form SR from the United States Library Copyright Office or other offices that copyright sound recordings. Licensee needs to understand that the original songwriter ALWAYS owns all rights to the underlying work apart from those rights granted to you by this Sub-License. This song has been copyrighted at the United States Library Copyright Office or other copyright office, protecting the underlying work; the song itself. Under no circumstance can you claim any rights apart from rights granted to you by the purchase of this Sub-License, to this underlying work; the original song. Your claim is to any sound recordings you create using the song you have licensed.
8. Compensation to Licensor for Licensed Use. Licensee shall pay S2S the sum of $85.00 (eighty-five) dollars for use of the licensed song as set forth in this Agreement. Shall the Licensee want a copy of the CD with the vocal and no-vocal instrumental track (if available), $4.50 (four dollars and fifty) cents shall be added to cover costs. Licensee must decide at the time they purchase the song license, if they want the CD. S2S is not responsible to send CDs that are not ordered at time of license purchase. This sale is final and not refundable.
9. CD Shipment. S2S shall send CDs through the United States Postal system. Some areas of the world do not have dependable mail delivery. If our first attempt to post a CD is not received by Licensee within 35 days, the Licensee must pay $4.50 for S2S to post a 2nd CD into the United States Postal system. If this CD in not delivered to the Licensee, S2S will not attempt another mailing and all obligations on the part of S2S to fulfill this requirement shall be considered satisfied and complete. The CDs will be shipped the following business day after the Song License is purchased unless the website has posted vacation or other events that will postpone shipment. It is advised that Licensee make a copy of the CD when received and store it in a safe place. S2S is not responsible for replacing CDs that Licensee loses or damages. Any duplication of this CD is for Licensee’s use only.
10. Format. Songwriters are asked to submit music to S2S that is 16bit 44.1 kHz format or higher quality. Not all songwriters are able to do this. It is noted on the signature page if no-vocal instrumental tracks are available and if so, if they are MP3s or the above-mentioned format. While S2S does our best to make sure these are correct, Licensee does not hold S2S responsible if an error occurs in our presentation.
11. Scores, Lead Sheets or Chord Progressions. Some songwriters will make available the scores, lead sheets or chord progressions to their songs. If such is available, it will be noted at the website and included with the lyric download. Not all songwriters include this information. S2S is not responsible for the accuracy of these printed compositions.
12. Assignment. Licensee shall not be able to assign this License. Only the person signing this agreement has the right to perform the licensed song. Shall this person be a part of a performing group; the group can only perform this song if the Licensee is present. If Licensee quits the group, another member must license the song for that group to continue performing the licensed song.
13. Notices. All notices hereunder must be in writing and must be
sent by registered mail or certified mail, return receipt requested, postage prepaid and with receipt acknowledged, or by hand (to an officer if the party to be served is a corporation), or by e-mail, at the respective addresses set forth above, or on the attached Signature Page. If you need additional information or signatures from the original songwriters, follow this procedure.
14. Indemnity. Licensee will at all times indemnify and hold harmless S2S from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any alleged breach of any warranty, representation or agreement, express or implied, made by S2S herein which results in a final non-appeal able judgment by a court. S2S is acting as an agent in this transaction. The songwriter(s) have guaranteed S2S that this song is their original creation and they have all rights to license this song.
15. Definition. As used in this Agreement, the following terms shall have the meanings set forth below.
(a) “Term” – the period of time during which this Agreement is in effect. The term of this agreement is 2 (two) years. At the 2 year anniversary, this Sub-License Agreement expires, or at the sale or transfer of Licensee’s 1000th sound recording of this song. If the Licensee wants to continue using the song, they must purchase a new license.
(b) “Territory” – the territory subject to the grant of rights provided
for in this Agreement shall be the world.
16. Entire Agreement, Serverability. This Agreement contains the entire understanding of the parties hereto relating to the subject matter hereof and cannot be changed except by an instrument agreed by Licensee and an officer of S2S. If Licensee is receiving this Agreement as an e-mail attachment, Licensee guarantees they have not amended this Agreement in any manner.
17. Governing Law. This Agreement shall be deemed entered into in the State of Illinois USA, and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of Illinois applicable to contracts entered into and performed entirely within the State of Illinois, with respect to the determination of any claim, dispute or disagreement which may arise out of the interpretation, performance, or breach of this Agreement. The parties agree that any action suit, or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be brought solely in the State Courts of Illinois, county of Will.
18. Paragraph Headings. Paragraph headings are used for convenience only and shall not affect the interpretation of nor be deemed to be a part of this Agreement.
19. Legal Representation. Each party acknowledges and agrees that they have been represented by independent legal counsel or have had the unrestricted opportunity to be represented by independent legal counsel of their own choice for the purpose of being advised in connection with the negotiation and execution of this Agreement.
20. Legal Age. In the State of Illinois USA, a person must be at least 18 (eighteen) years of age to enter into contractual agreement. Licensee is at least 18 (eighteen) years of age and has power of signature to enter into this Sub-License Agreement.
21. Page Count. This Agreement contains 5 (five) pages plus 1 (one) Signature & Information Page.
Rev. 060407