PatternBased License Agreement


Last updated: January 26, 2020

Standard License Coverage and Definitions

Indie Film License

Permitted Content: You are an individual wishing to license one master recording and composition embodied thereon (“Musical Work”, as defined in the attached Standard Terms and Conditions) for the creation of an independent film, created outside of a formal film studio system, either short or feature length.

Non-Permitted Content: The creation of any film being funded and/or released by a formal film studio, or any commercial use relating to a business, non-profit, product or service.

# of Spots: Single (1) use

Usage: Film Festival, Unpaid Web

Lifespan: Perpetual

Notes: If your film should be picked up for distribution, or shown outside of the confines of a film festival, please contact license@patternbased.com.

Cost: $250.00

Small Business License

Permitted Content: You are an individual wishing to license one master recording and composition embodied thereon (“Musical Work”, as defined in the attached Standard Terms and Conditions) for the creation of a film or slideshow that highlights an organization as a whole. Content may include company highlights, event coverage, culture highlights, and employee insights - films that give an overall sense of the spirit of the organization.

Non-Permitted Content: Fundraising campaign, political campaign, call to action, or any film that highlights a specific product or service of the organization. These uses require a custom license.

# of Spots: Single (1) use

Lifespan: Perpetual

Cost:

Small Non-Profit License

Permitted Content: You are an individual wishing to license one master recording and composition embodied thereon (“Musical Work”, as defined in the attached Standard Terms and Conditions) for the creation of a film or slideshow that highlights a registered non-profit organization as a whole. Content may include company highlights, event coverage, culture highlights, and employee insights - films that give an overall sense of the spirit of the organization. A company is considered a Non-Profit only if it is registered with the government as an eligible and official Non-Profit Organization. In the U.S.A., for example, a Non-Profit is designated by the IRS as a 501(c).

Non-Permitted Content: Fundraising campaign, political campaign, call to action, or any film that highlights a specific product or service of the organization. These uses require a custom license.

# of Spots: Single (1) use

Lifespan: Perpetual

Cost:

Individual Artist License

Permitted Content: You are an individual wishing to license one master recording and composition embodied thereon (“Musical Work”, as defined in the attached Standard Terms and Conditions) for the artwork by an individual artist.

Non-Permitted Content: Content cannot be tied to any business whatsoever, including company or product highlights, by being posted on business websites, Vimeo or YouTube accounts. If you are being paid, making money, or having sponsor, these use require custom license.

# of Spots: Single (1) use

Usage: Hardcopy and world wide web, not including premium streaming services

Lifespan: Perpetual

ost: $40.00

Personal Video License

Tracks for reminiscing with family and friends. (Wedding / Home video / Photo slideshow)

Permitted Content: You are an individual wishing to license one master recording and composition embodied thereon (“Musical Work”, as defined in the attached Standard Terms and Conditions) for the creation of a film intended for individual, personal use only of content highlighting the life and experiences of the individual.

Non-Permitted Content: Content cannot be tied to any business whatsoever, including company or product highlights, by being posted on business websites, Vimeo or YouTube accounts, or if you are being paid, making money, or anticipating growing any business from the film.

# of Spots: Single (1) use

Usage: Hardcopy and world wide web, not including premium streaming services

Lifespan: Perpetual

Cost: $75.00

Podcast License

Songs for sharing your story.

Podcast Personal - Single Use

Permitted Content: You are an individual creating a podcast and wish to license one master recording and composition embodied thereon (“Musical Work”, as defined in the attached Standard Terms and Conditions) solely for use as a “bumpers,” “underscore,” “intros,” “outros,” “transitions” or “beds” within a single audio podcast episode.

Non-Permitted Content: This is strictly limited to a podcast of a personal nature, unrelated to any business purpose whatsoever, whether organized or unincorporated and either “for profit” or “not for profit.” The podcast will not be directly or indirectly associated with a commercial or promotional endeavor of any nature whatsoever, including without limitation, any service or product, nor will the podcast be posted on business websites, Vimeo or YouTube. You may not derive revenue or anticipate growing any business from the podcast. You are prohibited from using the Musical Work as the subject or focus of the podcast. You are prohibited from using the Musical Work in connection with visual works of any nature whatsoever.

# of Spots: Single (1) use

Usage: Podcast

Lifespan: Perpetual

Cost: $50.00

Podcast Personal - Series Use

Permitted Content: You are an individual creating a podcast and wish to license one Musical Work solely for use as a “bumpers,” “underscore,” “intros,” “outros,” “transitions” or “beds” in any number of episodes pertaining to one identifiable audio podcast series in a 12-month period.

Non-Permitted Content: This is strictly limited to a podcast of a personal nature, unrelated to any business purpose whatsoever, whether organized or unincorporated and either “for profit” or “not for profit.” The podcast will not be directly or indirectly associated with a commercial or promotional endeavor of any nature whatsoever including without limitation, any service or product, nor will the podcast be posted on business websites, Vimeo or YouTube. You may not derive revenue or anticipate growing any business from the podcast. You are prohibited from using the Musical Work as the subject or focus of the podcast. You are prohibited from using the Musical Work in connection with visual works of any nature whatsoever.

# of Spots: Series use (any number of episodes pertaining to one particular, identifiable podcast in a twelve month period)

Usage: Podcast

Lifespan: Perpetual

Cost: $100.00

Podcast Business - Single Use

Permitted Content: You are an individual, partnership, corporation or other entity engaged in a “for profit” or “not for profit” business enterprise consisting of up to 100 employees creating a podcast and wish to license one Musical Work solely for use as a “bumpers,” “underscore,” “intros,” “outros,” “transitions” or “beds” within a single audio podcast episode. Your podcast incorporating the Musical Work is related to your business.

Non-Permitted Content: You are prohibited from using the Musical Work as the subject or focus of the podcast. You are prohibited from using the Musical Work in connection with visual works of any nature whatsoever.

# of Spots: Single (1) use

Usage: Podcast

Lifespan: Perpetual

Cost: $75.00

Podcast Business - Series Use

Permitted Content: You are an individual, partnership, corporation or other entity engaged in a “for profit” or “not for profit” business enterprise consisting of up to 100 employees creating a podcast and wish to license one Musical Work solely for use as a “bumpers,” “underscore,” “intros,” “outros,” “transitions” or “beds” in any number of episodes pertaining to one identifiable audio podcast series in a 12-month period. Your podcast incorporating the Musical Work is related to your business.

Non-Permitted Content: You are prohibited from using the Musical Work as the subject or focus of the podcast. You are prohibited from using the Musical Work in connection with visual works of any nature whatsoever.

# of Spots: Series use (any number of episodes pertaining to one particular, identifiable podcast in a twelve month period)

Usage: Podcast

Lifespan: Perpetual

Cost: $250.00


IMPORTANT: The licenses above incorporate the Standard Terms and Conditions set forth below. If you have any questions regarding the appropriate licensing option for use of Musical Works on a podcast, slideshow or film, or if your particular circumstances are not addressed in any of the options above, please contact us via email at license@patternbased.com. PatternBased Corp 48999 Paradise Ave. Morongo Valley, California 92256


STANDARD TERMS AND CONDITIONS

You are entering into a license agreement with PatternBased Corp (“PatternBased”) to license from PatternBased (”Licensee”, “you” or “your”) one (1) sound recording (“Master”) and one (1) underlying musical composition embodied in the Master (the Master and the composition embodied thereon and any part(s) thereof shall hereinafter be referred to individually and collectively as the “Musical Work”) owned or controlled by PatternBased. The license agreement is comprised of this document, together with the applicable single Standard License you selected (as defined below), and an invoice (“Invoice”) rendered to you in connection with the transaction referred to above (collectively, the “License Agreement”) and constitutes a binding agreement between you and PatternBased.

1. Conditioned upon receipt of payment in full from you of the applicable licensing fee (“Fee”), PatternBased grants you the right to synchronize the Musical Work in your production (“Production”) solely for the single use, territory, term, scope and other parameters you selected from our website specified in the Invoice and which is a single Standard License available as a click-through license by PatternBased on its website. For avoidance of doubt and for purposes of clarity, the available Standard Licenses for selection by the click-through process is attached to this License Agreement and the terms contained therein are incorporated herein by reference. The license granted by PatternBased to you in respect of the Musical Work is a nonexclusive, non-transferable, single purpose license and is subject to the terms and conditions of this License Agreement.

2. The license granted to you does not authorize or permit any use of the Musical Work not expressly set forth in this License Agreement. The terms of this License Agreement are limited to the use of the Musical Work in synchronization with your Production only as authorized by PatternBased in accordance with the terms of the single Standard License selected by you and subject in all respects to the restrictions set forth therein and without limiting the foregoing, does not include the following rights and you may not use the Musical Work: (a) to advertise goods or services in any means or by any manner now or hereafter known, (b) on television, in motion pictures (except as explicitly set forth in the Independent Film License section of the Standard License, provided you have selected same), in video games, in webisodes or on the radio; (c) for any unlawful activity or in any manner or any means which may be deemed by a reasonable person to be detrimental to PatternBased and/or to the copyright owner(s) of the Musical Work; (d) on phonorecords, (e) on any premium streaming service, whether interactive or on demand and/or (f) in any manner not specifically enumerated herein or with respect to which no grant of rights is specified. Furthermore, you may not (i) alter the fundamental character of the music or the lyrics of the Musical Work; (ii) parody the music or the lyrics of the Musical Work; (iii) make foreign adaptations and/or translations of the music and/or lyrics of the Musical Work; (iv) use the story of the Musical Work or dramatically depict the Musical Work; (v) use the title of the Musical Work or the name of the artist and/or songwriter(s) except for the purposes of any required credit, and/or (vi) otherwise alter, edit or remix the Musical Work. This license shall not transfer to you nor shall you assert any ownership interest whatsoever (including, but not limited to, copyright, trademark, and/or goodwill) in or to the Musical Work. In no event shall the Musical Work be featured separately from the approved use, or be offered or provided in or as a non-linear, downloadable, or alterable file. You expressly acknowledge and agree that no right of public performance of the Musical Work is granted under this License Agreement and you shall be responsible for securing all necessary public performance licenses and paying all public performance fees. PatternBased reserves all rights not expressly granted under this License Agreement.

3. You have the right to use or refer to the name(s) of the author(s) and performer(s) of the Musical Work in the credits, and in any promotions, advertisements and publicity of the Production. In this regard, you agree upon our request, to accord credit in substantially the same manner as you accord credit to all other participants in the Production.

4. This License Agreement shall terminate automatically and immediately upon Licensee’s insolvency, assignment for the benefit of creditors, the appointment of a receiver or the breach by you of any of the provisions of this License Agreement. PatternBased shall have the right to obtain injunctive relief as a result of any use by you of the Musical Work after termination of this License Agreement in addition to any other rights and remedies available, including without limitation pursuing an action at law for copyright infringement in the Musical Work.

5. If the applicable Standard License permits you to use the Musical Work in synchronization with your Production on the Internet or any other online or interactive device or distributed media, you shall use your best efforts to ensure that users may not copy, capture or download the Musical Work either alone or as synchronized with your Production.

6. PatternBased represents and warrants that it has the right and authority to enter into this License Agreement with you and grant you the rights herein granted. Notwithstanding the preceding sentence, you acknowledge and agree that in granting you these rights, PatternBased is relying on the rights it has received from the copyright proprietors of the Musical Work.

7. Licensee shall defend, indemnify and hold harmless PatternBased, its affiliates and their respective directors shareholders, officers, members, agents, employees successors and assigns and the copyright proprietors of the Musical Work, from and against any and all liability, damages and loss, costs and expenses (including without limitation attorneys’ fees and costs), arising from or related to your breach of this Agreement or your unauthorized use of the Musical Work.

8. Except as specified herein, PatternBased makes no warranty, express or implied, regarding the musical work, including without limitation any implied warranties of merchantability or fitness for a particular purpose or noninfringement. Except for any liability which cannot by law be excluded or limited, neither PatternBased nor any third party copyright proprietor shall be liable to you for indirect, incidental, special or consequential damages arising out of, or relating to the use of the musical work, whether frames as a breach of warranty, in tort, in contract, or otherwise. In no event shall PatternBased’s or any third party copyright proprietor’s liability for any claim arising from the use of the musical work exceed the fees stated in the invoice, regardless of the number or type of claims.

9. This License Agreement sets forth the entire agreement and understanding between you and us with respect to the subject matter hereof and supersedes all prior agreements and understandings, if any, whether oral or written pertaining thereto. This License Agreement may not be changed or modified, or any covenant, representation, warranty or provision hereof waived, except by an agreement in writing, signed by the party against whom enforcement of the change, modification or waiver is sought, and not otherwise. This Agreement shall inure to the benefit of and be binding on the parties, their successors and assigns, except that the license issued to you pursuant to this License Agreement is personal to you and you may not assign or transfer this License Agreement or any of the rights granted to you and any such assignment shall be void ab initio.

10. The validity, interpretation and legal effect of this agreement shall be governed by the laws of the state of California applicable to contracts entered into and performed entirely within the state of California. You agree that the state and federal courts located in San Bernadino County, California shall have the exclusive jurisdiction over claims or disputes arising under or otherwise in connection with this agreement, and you hereby submit the jurisdiction of such courts. Notwithstanding the foregoing, we and our assignees, successors and designees may seek injunctive or other equitable relief in any jurisdiction to enforce the terms of this agreement and our rights hereunder.