Pro License

1. Parties

1.1 The terms set forth in this Pro Subscription (hereunder “Subscription”) Music License (this “Agreement”) apply to your use of the Subscription provided by Recisio SAS, “Recisio” (74, rue des Arts, 59000 Lille, France. Registered in the trade register under the RCS number 515 253 128 00026, telephone: +33 3 20 95 37 54) to access the Jamzone ® Service(s).

1.2 By clicking “I agree”, or otherwise signifying your acceptance of these terms and conditions, you are agreeing to be legally bound by this Agreement, the General Terms and Conditions, the Cookie Policy, and the Privacy Policy, all of which are available through the Jamzone Service(s) and incorporated herein by reference. You warrant that you are of legal age and are authorized to enter into this Agreement. If you are signing up for the Pro Subscription, or accessing or using the Jamzone apps and website, in connection with your employment, you hereby represent to us that you are authorized to and hereby do bind your company/employer to this Agreement, and any references herein to “you” and “your” will refer to both you and your company/employer, as applicable.

Any translation of this Licensing Agreement from English into another language is made only for convenience purposes and the translation will not be a valid contract. At all times will the English version be the prevailing one and the version valid as agreement and Terms and Conditions. If you wish to receive these Terms and Conditions and relevant documents thereto in another language, please contact us via the contact details provided below.

2. Definitions

2.1 In this Agreement the following words and expressions shall have the following meanings:

“Jamzone Service(s)” means the personalized service(s) provided by Jamzone for discovering and using Jamzone content, including all features and functionalities, recommendations and reviews, the website, and user interfaces, as well as all content and software associated with the service provided by Jamzone.

“Music Piece” means each and every sound recording contained in the Jamzone music catalog in the Jamzone Service(s) from time to time.

“Pro Subscription” means the commercial plan of the music license subscription offered by Jamzone, including access to the Jamzone Service(s) and the right to use the Music Pieces in accordance with the terms set forth in this Agreement.

3. License grant and restrictions

3.1 Subject to the terms and conditions of this Agreement, Recisio hereby grants to you;

(a) for the term of this Agreement, the right to use the Jamzone music catalog in the Jamzone Service(s) to perform public live performances, covered by an appropriate license with a relevant performing rights organization in your territory, such as BMI, ASCAP, SESAC, GMR in the US or SACEM and SPRE in France, without limiting the foregoing.

(b) for the term of this Agreement, the right to access the Jamzone music catalog in the Jamzone Service(s), to make copies of the Music Pieces in order to synchronize them, in whole or in part, in audiovisual and podcast productions produced by or on behalf of yourself (the “Customer Productions”); and

(c) for the term of this Agreement and in perpetuity the right to make any Customer Production containing any Music Piece available worldwide on any and all “social” online channels and platforms (e.g Youtube, Instagram, Twitch, Facebook, TikTok, Vimeo) provided that the Customer Production is completed during the term of this Agreement.

3.2 You may not sub-license the rights granted to you under Section 3.1 (a) to independent production companies for the purpose of making Customer Productions on your behalf.

3.3 You may not sub-license the rights granted to you under Section 3.1 (b) above, i.e. the right to make available Customer Productions, to third parties (provided for the sake of clarity that the Customer Production is completed during the term of this Agreement).

3.4 This Subscription is intended to cover most commercial use cases. However, the following use cases are NOT covered by this Agreement (for which use cases you can click here to request a custom license).

You may not use any Music Pieces under this Subscription if you are (or you form part of an undertaking that is) a private, publicly held company or publisher with average annual revenue of at least one (1) million US dollars. Publisher includes without limitation digital publishers, podcast publishers, video game publishers, broadcasters, and similar media companies.

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You may not distribute any Customer Productions incorporating Music Pieces via

(a) linear television (e.g. broadcast, IPTV, cablecast, or satellite television) or as theatrical releases; or

(b) commercial streaming (and/or download) services (e.g. Netflix, iTunes, Hulu, Spotify, fitness or wellbeing VOD services, and similar OTT, AVOD, FVOD, and SVOD services). For the avoidance of doubt, you are free to upload the Customer Productions to social media and video-sharing platforms such as YouTube, Facebook, Instagram, Twitch, TikTok or Vimeo.

(c) commercial physical format distribution (e.g CD, DVD, Blue-ray).

You may not use any Music Pieces under this Agreement:

(a) in TV shows, TV ads, feature films, theme songs, or incorporated into a logo, trademark, or service mark;

(b) on a standalone basis including without limitation that the Music Pieces may not be repackaged (in whole or in part) as for example audio samples, sound libraries, sound effects, or music beds, nor combined with a single still image or limited animation where the production is essentially tantamount to use of the Music Pieces on a standalone basis, meaning uses where complete or almost complete Music Pieces are used and where any accompanying visuals are of subordinate importance;

(c) in any way that is intended to allow third parties to download and/or otherwise access or use the Music Pieces on a standalone basis, including without limitation in any digital templates or other applications enabling end users to synchronize or otherwise combine the Music Pieces with other content, or in any manner enabling users to create or order on-demand products (such as electronic greeting cards or ringtones) or make the Music Pieces available in any physical products (e.g. in speakers); or

(d) in connection with any material or otherwise in a manner or context that is defamatory, illegal or inciteful of an illegal act; immoral; racist; hateful or discriminating against any person based on for example race, nationality, religion, ethnic identity, gender, gender identity or sexual orientation; constitutes encouragement of violence or use of weapons; pornographic; or in a manner or context that otherwise violates any rights of anyone associated with the Music Pieces. You shall comply with any applicable laws and regulations. Moreover, you may not use the Music Pieces in connection with sensitive subjects without the prior written consent of Recisio. Sensitive subjects include, but are not limited to, political content, such as the promotion, advertisement or endorsement of any party, candidate or elected official; and “adult videos” and promotion of adult entertainment venues, escort services, or the like.

3.5 The subscription only covers use by one individual person. If we have concrete reasons to believe that more than one person is using the same account, we reserve the right to either (i) immediately terminate the account, without refund any prepaid fees, or (ii) with retroactive effect assess additional fees to you calculated in each instance on the then-current per-user pricing of the Subscription for each additional user.

3.6 You may not change the Music Pieces but may cut and/or loop them as required for inclusion in the Customer Productions. All rights and licenses granted hereunder are non-exclusive, non-transferable, and non-assignable and may not be sub-licensed. You may only use the Music Pieces in accordance with the rights and licenses granted under this Agreement.

4. Monetization

4.1 Subject to your compliance with this Agreement, you may allow, and receive remuneration from, the display of third-party ads in connection with the making available of your Customer Productions on social media platforms, such as YouTube, offering such possibilities (i.e. you may clear your Customer Productions for monetization). You are responsible for clearing the Customer Productions and/or relevant social media channels with Recisio, in accordance with the instructions that Recisio provides from time to time.

4.2 You may clear one channel per social media platform. If you want to clear several channels on the same platform, you will need a subscription for each channel. In addition to clearing your channels, you may clear a limited amount of video URLs outside of your own channels (e.g. Customer Productions posted on your end clients’ channels).

4.3 Recisio may monetize the unlicensed use of the Music Pieces on YouTube and/or other platforms at its sole discretion. Should a Customer Production licensed under this Agreement be monetized or otherwise receive a claim from Recisio, you may notify Recisio through this webform and Recisio will discontinue such monetization/release the claim without undue delay. Recisio will have no responsibility, and will not reimburse you, for any monetization of Customer Productions by Recisio for any period prior to such Customer Productions having been correctly cleared for monetization.

5. Payment

5.1 For the rights granted herein you will be charged a subscription fee at the beginning of each Subscription Period (as defined in Section 6.1 below), in the amount stated in the subscription section on the Jamzone website. The subscription fee constitutes a fixed sum and no additional fees will be owed by you in relation to your permitted use of the rights granted herein to (i) Recisio, (ii) any performer, producer, or other person involved in the creation of the Music Pieces or (iii) any collecting society except where the collection is exclusively delegated to such society by local statute, irrespective of the membership of, or any contractual mandate from, any of the composers, performers or other rights holders in the Music Pieces.

5.2 Recisio may change the subscription fee from time to time and will communicate any such changes to you in advance. Price changes will take effect no earlier than at the start of the Subscription Period following the date of the change. If you do not accept the price change, you may terminate your Subscription at any time prior to such price change.

6. Term and termination

6.1 This Agreement shall enter into force upon your acceptance of the terms set forth herein and will be automatically prolonged for periods of one (1) month (each such period constitutes a “Subscription Period”) until terminated by you or by Recisio prior to the end of the then-current Subscription Period.

6.2 Recisio has the right to terminate your Subscription and this Agreement and to suspend your access to the Jamzone Services at any time in the event of your actual or suspected unauthorized use of the Music Pieces or non-compliance with the provisions set forth in this Agreement.

6.3 To the fullest extent permitted under applicable law and except as otherwise stated herein, you agree that Recisio will have no liability or responsibility to you and that Recisio will not refund any amounts that you have already paid if you terminate this Agreement or if Recisioterminates this Agreement or suspends your access to the Jamzone Service(s) in accordance with the provisions herein.

6.4 After termination of this Agreement has taken effect, you are no longer entitled to use and access the music catalog and shall return to Recisio, or otherwise destroy or remove from any storage, any and all copies of the music catalog and the Music Pieces contained therein.

6.5 For clarity and subject to your compliance with the terms herein, you may continue to distribute Customer Productions in accordance with Section 3.1 (b).

7. Ownership and intellectual property rights

7.1 Recisio holds all copyrights and neighboring rights in and to the music catalog and the Music Pieces provided herein.

7.2 You hereby acknowledge that you do not acquire any proprietary rights as a result of this Agreement in relation to any Music Pieces. The Music Pieces are the sole property of Recisio.

8. Trademarks and credits

8.1 Neither party is granted any right or interest in or to the trademarks, brands, or trade names of the other party. Neither party may use the other party’s trademarks, brands, or trade names without the prior written consent of the other party.

8.2 Credit shall - to the extent reasonably possible, in relation to uses where it is standard practice to do so or if credits are provided for other music or content providers - be accorded in a form substantially similar in form and substance to the following: "Artist's Name / Title of Music Piece / courtesy of www.jamzone.com”. The above credit will, if possible, be displayed as a hyperlink to https://www.jamzone.com.

8.3 Jamzone reserves the right to use any Customer Productions using a Music Piece from its catalog for marketing and communication purposes about its product and services.

9. Liability

9.1 Subject to the liability limitations set forth below, each of the parties will be liable for any direct damages incurred by the non-breaching party as a result of the breaching party’s breach and/or failure to perform its obligations under the Agreement.

9.2 Except as noted below, neither party will be liable to the other for any special, indirect, incidental, consequential, or exemplary damage, including, but not limited to, lost profits.

9.3 In no case will Recisio be liable to you for damages that correspond to a higher value than all license fee amounts received by Recisio from you under this agreement during the twelve (12) months prior to the time such damage arose.

9.4 The above limitations of liability do not apply with respect to damage occasioned by fraud, wilful misconduct, or gross negligence of a party.

10. Disclaimers

10.1 You acknowledge and agree that the Jamzone Service(s) are provided ”as is” and Recisio disclaims all warranties express or implied, including but not limited to (a) implied warranties of merchantability or fitness for a particular purpose; (b) warranties as to the quality or performance of the materials, information, goods, services, technology and/or content provided under or in connection with this agreement, including but not limited to any limitations on user access to or use of the content; and (c) warranties as to the performance of computers, technology and/or networks.

10.2 If you connect your account to a third-party application, we may automatically share your activity and activity-related stories with that service, including the content you consume. You understand and agree that such information may be attributed to your account on the third-party application and may be published on such service. You understand and agree that a third party application’s use of information collected from you (or as authorized by you) is governed by the third party application’s privacy policies and your settings on the relevant service, and our use of such information is governed by our privacy policy and your account settings.

10.3 Any notice of breach or termination hereunder shall be sent via express or registered mail. Notices sent to Recisio shall be sent to support@jamzone.com. Notices to Licensee shall be sent to the address provided by Licensee in its online account with Jamzone. Notices will be deemed delivered upon receipt or three (3) business days after deposit with such mail service.

11. Assignment

You may not wholly or partially assign or pledge any of its rights and/or obligations under this Agreement without Recisio’s prior written consent. Recisio may transfer this Agreement and/or wholly or partially assign or pledge any of its rights and/or obligations under this Agreement to any third party provided that such third party agrees to be bound to this Agreement.

12. Severability

If one or more of the provisions contained in this Agreement is found to be invalid, illegal, or unenforceable in any respect under applicable mandatory law, the validity, legality and enforceability of the remaining provisions shall not be affected. Such severed provisions shall be revised only to the extent necessary to make them enforceable.

13. Amendments

Occasionally Recisio may, at its discretion, make amendments to this Agreement. If Recisio makes amendments to this Agreement that Recisio deems material for you, Recisio will notify you through the website. By continuing to use the Jamzone Service(s)r after changes to this Agreement have been made you are expressing and acknowledging your acceptance of the changes.

14. Applicable law

This Agreement shall be governed by and construed in accordance with the laws of France, without regard to its principles of conflicts of law.

15. Dispute resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or invalidity thereof shall be finally settled by a public court with the Lille district court as the court of the first instance.

16. International issues

You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement or to any sale of goods carried out as a result of your use of the services offered hereunder. Software related to or made available by the services offered hereunder may be subject to export controls, and, except as authorized by law, you agree and warrant not to export or re-export the software to any country, or to any person, entity, or end-user subject to export controls or sanctions.

Last updated 10 August 2022