THE PARTIES AGREE AS FOLLOWS:
1.1 The Music Producer is the owner of the exclusive rights to the sound recordings ("Recordings") and associated intellectual property rights, including mechanical rights and neighboring rights.
1.2 The Licensee wishes to acquire a one-year license to use the Recordings for live performances.
1.3 The Music Producer grants the Licensee a license to use the Recordings for performances as specified below.
2.1 Subject to the terms and conditions of this Agreement, the Music Producer grants the Licensee a non-exclusive, non-transferable license to use the Recordings for
3.1 The Licensee agrees to pay a fee for the use of the Recordings. The fee is calculated based on the number of tracks, and the maximum number of large performances within the one-year license period.
3.2 The fee for the use of [*] tracks, in at most [*] large performances will be [*] EUR. The fees set forth in this Agreement are final and may not be amended unless both parties agree in writing.
3.3 The Licensee agrees to pay the fee in euros as set forth in this Agreement through the Music Producer's PayPal.Me account at "www.paypal.me/thesoundofopera" and include the license number in the payment description.
3.4 Payment in full should be made before the date of first performance and not later than 8 days after registration of the license. Payment of the Music Producer's fees by the Licensee serves as acceptance of the terms of this Agreement.
3.5 The fees set forth in this Agreement are non-refundable, even if the Licensee has not reached the maximum number of allowed large performances within the license period. Any unused rights will expire at the end of the license period.
4.1 This Agreement shall commence on the date of registration and shall remain in effect for 366 days from that date.
4.2 For the purposes of this Agreement, the term "seat" refers to the number of persons attending the performance, regardless of whether they are seated or standing.
4.3 For the purpose of this Agreement, a "performance" is defined as any presentation of the Recordings to audiences at a specific venue on a specific calendar date, regardless of the number of presentations on that day, and regardless of whether the last presentation ends on the same day or the following day. In the case of a running performance where audience members can enter and leave the venue at will, all presentations of the Recordings on a single calendar date will be considered a single performance, even if there are multiple presentations on that day.
4.4 The Licensee may not sub-license or transfer the rights granted under this Agreement to any third party, nor may the Licensee allow the Recordings to be used in any way that would constitute multiple performances in different venues on the same calendar date. Any such use will be considered a breach of this Agreement.
4.5 The number of large performances specified in this Agreement applies collectively to the entire list of Recordings provided herein. The allocation of large performances does not operate on a per-track basis, but rather on the entirety of the licensed repertoire. Thus, the use or non-use of specific tracks in a given large performance does not alter the total number of allocated performances. Each large performance deducted from the total encompasses the licensed repertoire as a whole, irrespective of individual track usage.
4.6 The license granted under this Agreement is limited to the use of the Recordings in live performances only. The Licensee may not use the Recordings in any form of broadcast, distribution, or other non-live performance without the express written permission of the Music Producer. It is, however, allowed to distribute a maximum of 60 seconds of high-quality video/audio of the performance(s) or rehearsals for promotional purposes.
4.7 The Music Producer acknowledges that it may be difficult for the Licensee to prevent audiences from using their smartphones to film and post parts of the performance on social media. The Music Producer therefore grants the Licensee a limited license to allow audiences to use their smartphones to film and post short excerpts of the performance on social media, provided that the Licensee makes reasonable efforts to prevent the unauthorized broadcast or distribution of high-quality recordings of the performance.
4.8 The Licensee must own a legal copy of the Recordings. A legal copy of the Recordings can be purchased from Apple iTunes. Downloads from YouTube or other streaming services are not legal.
4.9 For large performances with more than 300 seats, the Licensee must report each performance to the Music Producer within 42 days after the event using a dedicated online form to be provided by the Music Producer. The report must include the license number, the date of the performance, and the venue where the performance took place.
5.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.
5.2 Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the International Chamber of Commerce.