Audiodraft Ltd (Business ID: 2334208-9) ("Audiodraft") provides this website (www.Audiodraft.com) and associated services, including hosting of the Audiodraft Music Library ("Music Library"), as a service to its registered users ("User" or "You"), and any use thereof is subject to compliance with these Music Library Licensing Rules and Your acceptance of the Audiodraft Terms of Service, as amended from time to time.
Audiodraft website www.Audiodraft.com features a Contest section that enables parties wishing to license or acquire audio productions to set up a contest and commission an audio production from the Audiodraft community. The Audiodraft platform also enables Users to source audio from certain Audio Producer(s) directly without holding a contest, including from but not limited to the Service's "Music Library" section which enables a sourcing User to license a non-winning contest entry audio production or other audio productions deemed eligible for licensing opportunities in the Music Library by Audiodraft and/or the Audiodraft community. The Audiodraft platform also has a “Projects” feature, which allows the sourcing User to collaborate directly with particular audio producer(s) on private audio sourcing Projects otherwise not open to the larger Audiodraft community.
This audio production is available for licensing by sourcing User as the Music Library Licensee ("Licensee"), subject to the following Music Library Licensing Rules ("Rules"). The User whose audio production is made available for licensing opportunities in the Music Library is referred to as the Music Library Licensor ("Licensor") and by uploading his or her content warrants and represents that he or she agrees to these Rules. The audio production selected for the Music Library is referred to as a production ("Production"). For the purpose of commissioning any and all audio productions using any section of the Audiodraft platform, the term "Production" encompasses both the audio production's master sound recording and its underlying composition. Audiodraft is referred to as the Music Library Host ("MP Host"). Licensee may license a Production on behalf of a third party and transfer the license governing the control of the Production to said third party.
Licensor must be a registered user of the Audiodraft service. The User's Production may be selected for licensing opportunities in the Music Library by the Audiodraft service and/or the Audiodraft community. Audiodraft expressly disclaims any guarantee or promise that a given Production will be placed in the Music Library. The Productions selected for the Music Library are at the sole discretion of Audiodraft and/or the Audiodraft community.
Rights in and to a Production submitted for Music Library Licensing: Licensor shall retain any and all rights in and to the Production, subject to compliance with these Rules, until a Licensee elects to license the Production, at which point the applicable license terms govern the control of the Production. Licensee's design brief, comment, guidance, or any other form of communication or input shall not give rise to a joint work or any other claim to title, right or interest in or to the Production.
Licensor represents and warrants that the Production does not violate or infringe upon any common law or statutory rights of any third party, including without limitation, contractual rights, copyrights, and rights of privacy. Licensor acknowledges and agrees that no other persons, parties or entities has or have any right, title, or interest, including copyright, in or to the Production. Licensor represents and warrants and agrees to cause that every party involved in making and performing of Production that such parties are under no contractual or other constraints that violates compliance of these Rules. Licensor acknowledges and agrees that Licensor's Production is solely and exclusively available for licensing opportunities in the Audiodraft Music Library, and that said Production will be removed from the Audiodraft Music Library by Licensor prior to making it available for licensing opportunities outside the Audiodraft Music Library. In the event a licensing conflict occurs with a party outside the Audiodraft Music Library, Licensor hereby agrees to resolve such conflict in favor of the Audiodraft Music Library Licensee.
Licensor hereby agrees to indemnify and hold harmless Licensee and MP Host from and against any and all claims, damages, liabilities, costs and expenses, including legal expenses and reasonable counsel fees, arising out of any breach or alleged breach of Licensor's warranty, representation or agreement, express or implied, made by Licensor herein which results in a final non-appealable judgment by a court of competent jurisdiction or is settled with Licensor's prior written consent, which consent shall neither be unreasonably withheld or delayed.
Licensor hereby agrees that Licensee, if Licensee licenses Licensor's Production, may use less than the entire Production, and may edit, loop, enhance, or modify the Production, provided that any such change shall not alter the fundamental character of the portion of the Production being used, and that any such change shall not give rise to any additional ownership rights or claims, including copyright, on the part of the Licensee in or to the resulting modified Production.
MP Host may eliminate a Production from the Music Library, should MP Host deem at any point, at its sole discretion, that such Production is not eligible for licensing opportunities in the Music Library. Licensor may remove his or her Production from the Music Library at any time prior to Licensee electing to license said Production. Further, Audiodraft reserves the right to change the applicable Music Library license terms, including but not limited to the license pricing terms. MP Host shall give Licensor notice of the changed terms via email. Licensor's failure to respond to said notice via email within seven (7) days from delivery of the notice, for any reason, shall be deemed to be assent and acceptance by Licensor of the changed terms. Upon Licensee electing to license the Production, Audiodraft shall deduct thirty percent (30%) of the total license fee as a service charge to the Licensor upon payment from Licensee; the remaining Music Library licensing fee proceeds shall be remitted to Licensor, subject to any applicable taxes or payment processing fees.
Licensor acknowledges and agrees that members/affiliates of any performance rights organization, mechanical licensing agency, or any other organization with the purpose of licensing, collecting and distributing income from the performance and/or duplication of compositions ("Collection Society"), are eligible to participate in the MP Challenge provided that any submitted Production by Licensor is not registered with, or in any way represented or controlled by Licensor's Collection Society, and/or is not governed by Licensor's Collection Society membership/affiliation agreement. Examples of such Collection Societies include but are not limited to: ASCAP, The Harry Fox Agency, BMI, SESAC, and BUMA. Further, Licensor represents and warrants that the submission of Licensor's Production to the MP Challenge, and, if subsequently licensed by Licensee, the licensing of said Production to Licensee will not violate the terms of any publishing agreement to which Licensor is legally bound. Furthermore, Licensor waives any and all mechanical license fees or royalties which otherwise may be payable as the result of duplication and/or streaming of the Production, and Licensor waives any performance right fees or royalties otherwise payable as the result of any public performance of the Production.
The foregoing notwithstanding, members of TEOSTO may submit Productions encompassed by their TEOSTO music author agreement, subject to the conditions that (1) the submitted Production has not been previously released, distributed, licensed or publicly performed, and (2) the submission and/or licensing of said Production to Contest/Licensee will not violate the terms of any publishing agreement to which the Licensor is legally bound.
MP Host shall have the right to make copies of the Production and make the Production available to the public on web sites and commercials related to MP Host where actions by the MP Host are carried out solely for its marketing purposes.
In consideration of the license fee (as specified in the Music Library) the Licensor shall grant the Licensee the following license to use the Production ("License"):
An exclusive and worldwide, transferable, non-sublicensable right and license to use the Production, including but not limited to: to make reproductions of the Production, to couple and/or synchronize the Production, and to reproduce and make copies thereof, with visual images and to use the Production as so coupled or synchronized, or to use the Production on an audio-only or transcription basis, to distribute and publicly perform the Production over the internet or in connection with any other broadcast, transmission, public performance, exhibition or distribution means or media, or media product, mobile or fixed, now known or hereafter devised, including but not limited to broadcast and cable television, radio, motion pictures, internet and websites, as part of mobile applications, advertising, promotion, marketing, branding, whether single or multiple campaigns utilizing different media, and/or any other use deemed fit by the Licensee. The license granted hereunder shall be valid for a term defined by the Licensee at the time of purchase and shall be effective upon the Licensee e-signing the License on the Audiodraft platform.
The Licensor and the Licensee both acknowledge and agree that no separate instrument, in addition to these Rules, by and between the above said parties shall be required to make the above said License become effective.
For any questions related to these Rules, please contact: