THE COUNTY SHED MUSIC LICENSING AGREEMENT

This music licensing agreement (“this contract” for short) is made between you (the “User” which means your organization if you have accessed this website on behalf of a corporation or other entity) as licensee and Ron Berard, an individual doing business as “The County Shed“, as licensor. The licence granted by this contract concerns a single composition (the “Song“) as performed in a specific digital file (the “Track“) which is available for download from [website url] (“the Service“).

When you choose to licence and download a Track from the Service, you will be asked to select between Standard Licence Rights or Extended Licence Rights. Depending on your choice, you will pay the applicable fee and will obtain the rights specified in either Section 1 or Section 2.

This contract is available only for non-consumer use. You must be a business, non-profit, charity, academic, professional, or government institution. If you are a consumer, you are not eligible to sign this contract and may not do so.

  1. Standard Licence Rights
  2. The Standard Licence authorizes you to use the Track in one audio, audio-visual, or multimedia work (“Project”) as long as that Project falls into one of the following categories:

    1. Online streaming (YouTube, Vimeo, etc.) in a single video, whether monetized or unmonetized. This video may be hosted on any number of third-party video-sharing platforms.
    2. Website background music for a single website/url (but possibly including several webpages on that website).
    3. Podcast background music in a single podcast episode.
    4. Video background music for a video that is intended solely for personal use or purely internal use (such as training) at a for-profit or non-profit organization, a charity, or a government institution.
    5. Internet advertising background music in a single advertisement.
    6. Background music at a single event lasting no more than 24 hours.
    7. Any multimedia Project which generates revenue through unit sales of a physical or electronic product, where the sales are 1,000 units or less.
    8. Use in a single film where revenue generating sales (physical copies, downloadable copies, tickets/admissions, etc.) are $1,000 or less.
    9. Use in a single downloadable app or game which generate revenue either through a cost per download or by in-app transactions, where total downloads are 1,000 units or less.
    10. Television or terrestrial radio broadcast to a regional audience.
    11. Any Project not listed above that is not commercially distributed, does not generate revenue, and that has been approved in writing by The County Shed prior to your download.

    Your rights apply only to a single Project. If you want to use the Song or Track in a different Project, you must purchase another licence.

    If you purchase a Standard Licence that authorizes only a limited amount of copies or sales, and then you later exceed that amount, you must immediately notify The County Shed of this fact and pay the difference in cost between a Standard Licence and an Extended Licence. For example, if you purchase a Standard Licence for a downloadable videogame, but you exceed the 1,000 download limit, you must pay the cost difference between Standard and Extended Licences starting on the day that you have your 1,001st download.

    The Standard Licence also authorizes you to make incidental copies of the Track for purely technological purposes in order to incorporate the Track into you Project or to distribute/display the Project as authorized by the Extended Licence. You may also use short excerpts of the Track (30 seconds or less, and no more than is reasonable in the circumstances) to promote the Project.

    You may edit the Track for length, speed, pitch, volume, and you may loop the Track if desired, but these are the only permitted changes.

    Your rights under the Standard Licence are non-exclusive, non-sublicenceable (except that you may sublicence your rights once to a single client if you are creating the Project for the use of that client), and non-transferable. They may be exercised anywhere in the world and are perpetual, subject to the limitations built into the authorized uses (such as download or sales limits, the 24 hour limit for private events, etc.).

  3. Extended Licence Rights
  4. The Extended Licence authorizes you to use the Track in one audio, audio-visual, or multimedia work (“Project“) as long as that Project falls into one of the following categories:

    1. Use in a single film where the film’s production budget is $2 million Canadian dollars or less.
    2. Use in a single film where revenue generating sales (physical copies, downloadable copies, tickets/admissions, etc.) are 1,000 or more
    3. Use in a single downloadable app or game which generate revenue through a cost per download, where the sales exceed 1,000 units.
    4. Use as background music in a location open to the public (shopping mall, trade show, dental office, airplane boarding music, telephone hold music, etc.).
    5. Any multimedia Project not listed above which generates revenue through unit sales of a physical or electronic product, where the sales exceed 1,000.
    6. Television or terrestrial radio broadcast to a national audience.
    7. Any Project not listed above that is commercially distributed or otherwise generates revenue, and that has been approved in writing by The County Shed prior to your download.

    Your rights apply only to a single Project. If you want to use the Track in a different Project, you must purchase another licence.

    The Extended Licence also authorizes you to make incidental copies of the Track for purely technological purposes in order to incorporate the Track into you Project or to distribute/display the Project as authorized by the Extended Licence. You may also use short excerpts of the Track (30 seconds or less, and no more than is reasonable in the circumstances) to promote the Project.

    You may edit the Track for length, speed, pitch, volume, and you may loop the Track if desired, but these are the only permitted changes.

    Your rights under the Extended Licence are non-exclusive, non-sublicenceable (except that you may sublicence your rights once to a single client if you are creating the Project for the use of that client), and non-transferable. They may be exercised anywhere in the world and are perpetual.

  5. Excluded Rights and Uses
  6. The County Shed reserves all rights not expressly granted by Section 1 or Section 2, as applicable. For greater certainty, the following rights are reserved, and the following uses are forbidden:

    1. General: Any use not expressly described in by Section 1 or Section 2 (as applicable).
    2. No covers or re-record: The performance of the Song other than as recorded in the Track.
    3. No stand-alone downloads: The publication, making available, putting online or other display or posting of the Track in a manner that would allow a third party to download or reproduce the Track in isolation.
    4. No sale in isolation: The sale, distribution, or licensing of the Track in isolation, either alone or as part of a compilation on of files. The Track must always be embedded into another audio, audio-visual, or other multimedia work.
    5. No Competing Uses: The sale, distribution, or licensing of the Track as part of a product or service which competes with the Service, including streaming music libraries, electronic or downloadable music libraries, or music libraries contained in physical products.
    6. No sublicensing, rental, or transfer: You may not sublicencse, re-sell, rent, lend, gift, or otherwise transfer/create or purport to transfer/create rights in the Song or Track to any third party.
    7. No offensive or illegal uses: You may not use the Track in the context of a Project of use that is pornographic, defamatory, libellous, obscene, illegal, or that violates the rights of any third party. You will observe export control laws and provide necessary information including cue sheets to third parties who are legally entitled to request that information.
    8. No remixes, mashups or samples: The sale, distribution, or licensing of the Track or a performance of the Song as part of another song, composition, or music-only track, even if the Song has been modified or the Track has been mixed, and even if the Track or Song is no longer recognizable.

  7. Royalties
  8. In order to receive the benefit of a Standard Licence or Extended Licence, you must have previously paid The County Shed the applicable royalties, including all applicable taxes, in Canadian dollars and received any necessary prior approvals (such as for projects that do not fall into any of the listed categories above). Failure to pay royalties or obtain prior approval means that no licence has been acquired and that you use of the Song and Track are unauthorized, illegal, and infringing.

    No other royalties will ever be payable to The County Shed. However, you may need to pay additional royalties in some countries which do not allow musicians to assign away or renounce their right to collect royalties for the public performance of their music (this includes some European and Latin American countries), or you may need to pay royalties in countries anywhere in the world if the the musician’s work is already owned by a local collective society.

    If you have purchased a Standard Licence, but use the Track or Song in a way that requires an Extended Licence, or if you use the Track or Song in more than one Project without purchasing the correct number of Standard or Extended Licences, then your use of the Track and Song is unauthorized, illegal, and infringing, and The County Shed may sue for all legally-available damages, including statutory and punitive damages, and shall not be limited to recovering the amounts otherwise payable under this contract for your unauthorized uses.

  9. User’s Additional Obligations
  10. You must use commercially-reasonable physical and digital security measures to prevent the theft, piracy, unauthorized copying, or intellectual property rights infringement of the Song and Track.

    You must not make more copies of the Track than are reasonably necessary to exercise your rights under your licence, and you must restrict access to the Track to only personnel who require access.

    You must preserve Rights Management Information embedded in the Track (if any).

    You must promptly answer any questions asked by The County Shed to verify the extent of your use of the Song and Track, including your compliance with the terms of your Standard or Extended Licence.

    You must, where reasonable, provide the author(s) of the Song and Track with credit in the Project. You must not claim that you or anyone else created the Song or Track.

  11. The County Shed’s Additional Obligations
  12. In addition to granting the licence, The County Shed’s only other obligation is to provide you with a single copy of the Track for download. This copy will be in a high quality and standard format chosen by The County Shed. You do not have any right to insist on a particular format, quality, or delivery method for a Track.

    However, as an additional service, if you have purchased a Standard Licence or Extended Licence, you may contact The County Shed and request a “stem” version of the Track. Stem verions of a file are stereo mixes of the Track split into its discrete musical elements: drums, melody, harmony, strings, brass, woodwinds, etc. The stem version will be provided at an additional cost to be negotiated between you and The County Shed.

  13. Intellectual Property
  14. You acknowledge that the Song and Track are property of The County Shed, and that The County Shed may grant Standard and Extended Licences for the Song and Track to third parties at any time, or negotiate other forms of licence.

  15. Exclusion of Warranties and Limitation of Liability
  16. The County Shed provides no guarantees whatsoever regarding the Track, Song, or its music download service and hereby excludes all representations, warranties, conditions, and guarantees of any kind whatsoever, whether express, implied, or statutory. This includes any warranty of availability, title, fitness for purpose, merchantability, non-infringement, interoperability, or compatibility.

    In the event of breach of this contract by The County Shed, or any problem, cost, or damage to you arising from the Track, the Song, or The County Shed’s performance or non-performance of this contract, then The County Shed’s liability shall be limited to the amount of royalties actually paid by you under section 4 of this contract. This limitation of liability shall not be increased by the occurrence or alleged occurrence of multiple breaches, problems, or cost-producing or damage-producing events.

  17. Indemnity
  18. You shall fully indemnify The County Shed for any problem, cost, or damage to The County Shed arising from your use of the Song or Track, or your breach of this agreement, including the costs of any action brought by a third party, which may include without limitation the author of the Song or Track or a performing rights organization or collective society purporting to act on the author(s) behalf.

  19. General
  20. This contract is governed by the domestic laws of Ontario, and the federal laws of Canada applicable therein. The International Sale of Goods Act, RSO 1990, c I.10, and any similar legislation will not apply to this agreement.

    Any dispute arising from or related to this contract, or related to the Song or the Track, shall be submitted to the exclusive jurisdiction of the courts sitting in Ontario. Trial shall be by judge alone, and any right to a jury trial is hereby waived.

    The parties are independent contractors. This agreement does not create any relationship of employment, partnership, agency, mandate, trust, franchise, or joint venture. Nothing in this agreement creates any type of fiduciary relationship, and the parties hereby waive any fiduciary duties to the fullest extent permissible by law.

    You may not assign your rights under this contract (including your licence) without the prior written consent of The County Shed. Any purported assignment which does not comply with this clause is void.

    This contract is the parties’ entire agreement with respect to the Song and Track and the licensing thereof. It replaces all previous or contemporaneous agreements, understandings, representations, conditions, or warranties regarding the Song, Track, or the licensing thereof. Any summary or explanation of this contract (including any advertisement) is for information only and does not create, extinguish, or modify any legal rights related to the Song, Track, and licensing thereof.