You are advised to read the terms of this Agreement carefully as it sets out details of any restrictions and limitations upon the use of your chosen Recording, as well as details of the permitted use which the Recording may be used for.
This Agreement sets out the terms and conditions which apply to the use by you, as an end user, of music which have been downloaded and licensed by you from www.northnote.com
This Agreement (The “Agreement”) is a legal contract between you (the end user, hereinafter “licensee”) and North Note Limited, a company incorporated in England and Wales under registration number 09704281 whose registered office is at 86-90 Paul Street, London, EC2A 4NE (hereinafter “licensor”)
Conditional upon receipt of full payment by you of the Licence Fee on or before the due date for payment, the licensor grants the licensee the right to synchronize the recordings in the licensee’s production, solely for the use, territory, term and other parameters you selected from our website, as specified in the Invoice. The license granted by the licensor to the licensee in respect of the recordings is a nonexclusive, non-transferable, single purpose license and is subject to the terms and conditions of this License Agreement.
All rights in and to the Composition and the Recording not expressly granted under this Agreement, are expressly reserved to the Licensor and/or the applicable rights holder.
Licensor may terminate this License Agreement upon Licensee’s breach of any of the terms of this Agreement by giving notice in writing of such breach. If Licensee fails to remedy the breach complained of fourteen days of the date of mailing of the notice, then this Agreement shall automatically terminate on the fifteenth day.
Licensor 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.
The recordings are provided “as is” without warranties or conditions of merchantability or fitness for a particular purpose. Licensor does not represent or
warrant that the recordings will meet your requirements or that its use will be uninterrupted or error free.
In no event shall the total aggregate liability of the Licensor under this Agreement exceed the Licence Fee paid or payable in respect of the relevant Recording and/or Composition relating to the warranty breached. The Licensor shall not be liable for any loss of profit or opportunity or for any indirect or consequential loss of any kind howsoever arising out of and/or in connection with this Agreement.
Licensee shall indemnify and hold harmless Licensor, and their respective directors, employees and affiliates against all claims, costs, damages and expenses (including legal fees) arising from or related to the Licensee’s breach of this Agreement or the Licensee’s unauthorized use of the Recordings.
Unless otherwise stated, Licensee agrees that it shall not use the recordings in any of the manners described below:
a) Recordings may not under any circumstances be used in or in conjunction with, any audio-visual productions that might be considered pornographic, obscene, immoral, or illegal.
b) Recordings shall not be used in conjunction with sensitive subject matter without the prior written consent of North Note; this includes but is not limited to sexual activity or sexual-oriented nudity; tobacco, alcohol, or drug use; health issues and bodily functions; illegal activities; and excessive or graphic violence.
c) Recordings may not be used in a way that is derogatory of any race, nationality, ethnic identity, gender or sexual orientation, or political or religious belief.
The Licence shall not come into force and effect until the Licensor has received from the Licensee the full Licence Fee, together with the applicable VAT payable.
Licensee shall use its best efforts to ensure that users may not copy, capture or download the recordings either alone or as synchronized with the Licensee’s Production.
Upon termination of this Agreement or expiry of the applicable Term of license, all rights granted under this Agreement shall immediately cease and terminate.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation.