Evolving Sound Ltd
Music Evaluation Terms and Conditions
The terms set out below specify the basis on which Evolving Sound Limited of 111 Piccadilly, Manchester M1 2HY, UK (‘Evolving Sound’) allows prospective licensees to audition and evaluate its recordings. These Evaluation Terms and Conditions are subject to specific licenses that must be obtained whenever a prospective licensee wishes to use, produce, synchronize or exploit a recording in any other way.
The terms on which Evolving Sound grants licenses to use or reproduce its Recordings are set out in the Standard Music Licensing Terms and Conditions in paragraphs 6 and 7 below.
How To Obtain A Recording From Evolving Sound:
In order to download or obtain a Recording from Evolving Sound’s library, you must first register by visiting www.evolvingsound.com (the ‘Website’) and following the indicated sign-up process. Once you have registered and accepted these Terms and Conditions, and your registration has been approved, you may access and play Recordings from Evolving Sound’s music library (‘Catalogue’) for evaluation purposes only. You must also comply with the Evaluation Terms and Conditions in paragraph 1-6 (inclusive) below. You must agree to these Terms and Conditions before you may access any of Evolving Sound’s Recordings. If you do not agree to these Terms and Conditions, you may not access any of Evolving Sound’s Recordings.
Music Evaluation Terms and Conditions
1. Evaluation License
Licensee has already received or will receive a recording (the ‘Recording’) containing tracks from Evolving Sound’s Catalogue. Evolving Sound hereby grants Licensee a non-exclusive and non-transferable license to audition and evaluate the contents of the Recording (‘Content’) on the Evaluation Terms and Conditions in paragraphs 1-5 inclusive. In order to use any part of the Recording for any purpose outside the Evaluation Terms and Conditions, Licensee must obtain a specific and suitable license for such purpose(s). Such license must be obtained either via Evolving Sound’s online ecommerce licensing system, at www.evolvingsound.com, or by contacting Evolving Sound or its authorized agents or sub-publishers direct. The Recording may be supplied by Evolving Sound in any format that Evolving Sound thinks fit. Any rights not specifically granted herein are reserved by Evolving Sound.
2. Unauthorized Uses of the Recording
2.1 Licensee agrees not to (subject to the Standard Music Licensing Terms and Conditions in paragraphs 6 and 7 below):
2.1.1 copy, edit, disassemble, alter, amend, adapt, or in any way duplicate the Recording or any or all content;
2.1.2 play or perform any part or all of the Recording in public;
2.1.3 transfer possession of the Recording and/or Content to any third party;
2.1.4 mask, remove or alter any logo, symbols, labels, copyright or other notice on the Recording;
2.1.5 use the Recording and/or Content for any purpose other than evaluation, or otherwise in any manner inconsistent with the Evaluation Terms and Conditions;
2.1.6 perform any act inconsistent with Evolving Sound’s ownership of the Recording; or
2.1.7 sell or in any way profit or make commercial gain from the Recording and/or Content
2.2 Licensee agrees to notify Evolving Sound of any loss of, or damage to the Recording, and to reimburse Evolving Sound for any such loss or damage, and to indemnify Evolving Sound from all costs, damages, actions, or claims arising from Licensees use of the Recording.
3. Intellectual Property
Licensee acknowledges Evolving Sound’s ownership of the Recording (including individual Stems, alternate versions and edits), and that all copyright and intellectual property in the Recording (including individual Stems, alternate versions and edits), and in all Content, will remain in the exclusive ownership of Evolving Sound. Evolving Sound warrants that it is the owner or a licensee of all rights in the Content and that it is entitled to grant the Evaluation License it has granted to Licensee in paragraph 1 above according to its terms, and to grant and allow the Licensee to benefit from the rights granted to Licensee in paragraph 1 above.
4. No Warranties
4.1 Evolving Sound shall not be liable to any party (including Licensee) for any loss, injury, harm or damage arising from any warranties of any kind including without limitation warranties as to:
4.1.1 performance satisfactory quality or fitness for purpose; or
4.1.2 the accuracy, reliability or content of any data, information, service or goods referred to in any part of the Recording.
5.1 Licensee acknowledges that it has read and understood these Evaluation Terms and Conditions.
5.2 Any use of the Recording or Content not specifically referred to in these Evaluation Terms and Conditions must be approved by an express written license from Evolving Sound, which may incorporate the Standard Music Licensing Terms set out in paragraphs 6 and 7 of this document, along with any additional terms and provisions which the grant of such license may require.
Standard Music Licensing Terms and Conditions
If you wish to use the Recording for a purpose not expressly permitted by the Evaluation Terms and Conditions above, you must purchase an appropriate license via the Evolving Sound ecommerce website at www.evolvingsound.com, or contact Evolving Sound or their authorized agent or representative for the purpose of obtaining the appropriate license to authorize your use of a recording for the proposed purpose. If your application is approved, Evolving Sound or its agent or representative will send you details regarding how much you should pay for your use of Evolving Sound’s Recording. Any such license granted will be conditional upon Evolving Sound or their agent or representative receiving the agreed license fee in cleared funds.
6.1 Evolving Sound may at its discretion grant Licensee a License to use a Recording and/or Content.
6.2 Evolving Sound may alter its charges and rates for the use of its Content from time to time and these Standard Music Licensing Terms without notice to Licensee and it is Licensee’s responsibility to ensure that it keeps up to date with such changes.
6.3 Any use (outside the Evaluation Terms and Conditions in paragraph 1-5 above) of Content before the grant of a License will give Evolving Sound the right to increase the applicable rate to be paid by Licensee for such use, even if such increased rate is above any rates published by Evolving Sound, its agents or representatives.
6.4 Licensee may not disclose to any person or entity without the prior written permission of Evolving Sound:
6.4.1 the terms or content of any discussions or negotiations between Evolving Sound and Licensee regarding the Recording or Content no matter when such discussions or negotiations took place;
6.4.2 any agreed rates for licensing Content offered by Evolving Sound to Licensee, or any such rates that Licensee becomes aware of as a result of discussions or negotiations with Evolving Sound, other than those published by Evolving Sound on its rate cards at www.evolvingsound.com; or
6.4.3 any provisions of a License to use the Recording or Content granted by Evolving Sound (or other approved local representative) to Licensee.
7. License Terms
7.1.1 may not without Evolving Sound’s prior written consent, translate or re-dub any or all lyrics contained in the Content;
7.1.2 may not use Content for any purpose not specifically within the scope of a License granted by Evolving Sound or its agents or representatives;
7.1.3 must provide Evolving Sound, its agents or representatives (as appropriate and applicable) with full details of the use to which it intends to put any Content and comply in all respects with instructions for the use of Content that are issued to it by Evolving Sound or Evolving Sound’s agents or representatives;
7.1.4 Must give credit to Evolving Sound for every significant use of Content in television and motion picture productions. Such credit shall be on terms to be negotiated in good faith between Evolving Sound and Licensee and Evolving Sound shall be entitled to determine whether any such use is significant.
8. The Website and the information are provided on an “as is” and “as available” basis and Evolving Sound makes no warranties or representations, whether express or implied, in relation to the information or the Website, including but not limited to implied warranties or conditions of completeness, accuracy, satisfactory quality and fitness for a particular purpose.
9. The User agrees that, except for death and personal injury arising from the negligence of Evolving Sound, Evolving Sound shall not be liable in contract, tort, negligence, statutory duty or otherwise, for any loss or damage whatsoever arising from or in any way connected with this contract, including without limitation, damage for loss of business, loss of profits, business interruption, loss of business information, or any other pecuniary loss (even where Evolving Sound has been advised of the possibility of such loss or damage).
Rights granted/rights reserved
10. Evolving Sound provides the Web site to the User solely for the business purposes of the User and the User may licence the relevant production music in accordance with the procedure set out on the Website. The Website may not be used for any other purpose, including but not limited to, publication, reproduction, or transmission of any production music without the express written permission of Evolving Sound.
11. The User acknowledges:
11.1 that it is technically impossible to provide the Website free of faults and that Evolving Sound does not undertake to do so;
11.2 that faults may lead to temporary unavailability of the Website; and
11.3 that the operation of the Website may be adversely affected by conditions and performances outside Evolving Sound’s control, including without limitation, transmission and telecommunications links between Evolving Sound and Users, between different parts of Evolving Sound, and between Evolving Sound and other systems and networks.
Use of the web site
12. The User undertakes:-
12.1 that it shall not make any use of the Website such that the whole or part of the Website is interrupted, damaged, rendered less efficient, or the effectiveness or functionality of the Website is in any way impaired;
12.2 not to use the Website for the transmission or posting of any computer viruses or any material which is defamatory, offensive or of an obscene or menacing character, or in such a way as to cause annoyance, inconvenience or needless anxiety;
12.3 not to use the Website in a manner which constitutes a violation or infringement of any person, firm or company (including but not limited to rights of copyright or confidentiality);
12.4 that it shall not use the Website to transmit any material for the purposes of publicity, promotion and/or advertising without the prior written consent of Evolving Sound; and
12.5 that in the event that it has any right, claim or action against any other user arising out of the use of the Website then it shall pursue such right, claim or action independently of, and without recourse to Evolving Sound.
Suspension and termination
13. Evolving Sound shall have the right to immediately terminate this agreement and/or suspend the Website if the User commits a breach of the Terms and Conditions.
Changes to the terms and conditions
16. No waiver by Evolving Sound shall be construed as a waiver of any preceding or succeeding breach of any provision.
Choice of law
17. These Terms and Conditions, and any related dispute or claim (contractual or non-contractual) shall be governed by English law and the parties hereby irrecoverably submit to the exclusive jurisdiction of the courts of England and Wales. The User and/or Licensee submits that, without prejudice to the foregoing, Evolving Sound shall not be prevented from commencing and pursuing proceedings (in Evolving Sound’s sole and unfettered discretion) against Licensee/User in any jurisdiction in which Licensee/User is resident or carries on business or in which Licensee/User has committed any breach of these Terms and Conditions or any other act or omission actionable either under these Terms and Conditions or under the laws of the jurisdiction in which the action is brought