1.1. The terms set forth in this Music License Subscription (this “Agreement”) apply to your use of the Subscription plans provided by Loudly GmbH (Quedlinburger Str. 1, 10589 Berlin, Germany) (“Loudly”).
In this Agreement the following words and expressions shall have the following meanings: “Loudly Digital Site” means the website or applications provided by Loudly, currently with the URL address www.loudly.com offering you access to search for, listen to, modify and download an audio track. “Audio Track(s)” refers to each and every sound recording contained in the Loudly music catalogue in the Loudly Digital Site. “Music Catalogue” means every Audio Track that is listed and / or made available for you to download on the Loudly Digital Site. “Subscription” means the music license subscription plans offered by Loudly, including access to the Loudly Digital Site and the right to use the Audio Track in accordance with the terms set forth in this Agreement.
3.1. Subject to the terms and conditions of this Agreement, Loudly hereby grants to you;
(a) for the term of this Agreement, the right to access the Loudly music catalogue in the Loudly Digital Site, to download and make copies of the Audio Track in order to synchronize, combine and/or integrate them, in whole or in part, within audio-visual, video, software application and podcast productions produced by or on behalf of yourself (the “Customer Project”); and
(b) for the term of this Agreement the right to make any Customer Project containing any Audio Track available worldwide on any and all online channels and platforms provided that the Customer Project is completed during the term of this Agreement.
(c) the Audio Tracks made available via Loudly have been pre-cleared for usage in Customer Projects to upload across social media sites such as Facebook, YouTube, WhatsApp, Instagram, LinkedIn, Pinterest, TikTok, Twitch, Twitter, Vimeo or any other social media platform or sites which host video content.
Usage across outdoor, TV broadcast, IPTV, VOD, cablecast, satellite television, cinema and/or theatrical release, commercial streaming (and/or download) services (e.g. Netflix, iTunes, Hulu, Facebook Watch, or similar) or incorporated into a logo, trademark andservice mark is not permitted. The license for usage in these formats can easily be acquired by speaking directly with the Loudly team to reach a commercial agreement, usually within 24hrs (send e-mail to [email protected]).
Usage across music or audio streaming services such as Spotify, Soundcloud, Deezer or via music or audio distribution companies such as Ditto, Distrokid, CDBaby, Tunecore where the intent or end result is to publish a standalone Audio Track on a music or audio streaming service is not permitted.
(d) you have the right to use the Audio Tracks across an unlimited number of Customer Projects. This right is granted across all available Subscription plans as long as the Customer Projects are published by you during the Subscription term period. If you register the Customer Project by sharing a project description, links and relevant assets within the Subscription term period and you have paid for a 12-month Subscription plan, you have the right to use the Audio Tracks in Customer Projects for an unlimited period.
3.2. If you have paid for a Professional Subscription plan, you may sub-license the rights granted to you under Section 3.1 (a) to independent freelancers for the purpose of making Customer Projects on your behalf. For the purposes of this section, a freelancer is defined as a person who works for themselves, is self-employed and is engaged by one or more employers either independently or on a project basis.For the avoidance of doubt, any such sub-licenses may only be granted during, and be valid for, the term of this Agreement. You remain responsible, as for your own debt, for any such sub-licensees’ use of the music catalogue and the Audio Track.
3.3. If you have paid for Professional Subscription plan, you may sub-license the rights granted to you under Section 3.1 (b) above, i.e. the right to make available Customer Projects, to third parties (provided for the sake of clarity that the Customer Project is completed during the term of this Agreement).
3.4. If you have paid for a Professional Subscription plan, you can integrate with complete freedom, at the forefront or background of, an Advertising audio / video / film production, across multiple cuts of the same project. Advertising audio / video / film production suggests that there will be a paid media campaign to promote or advertise the media project at targeted audiences across any digital media platforms excluding outdoor, VOD, OTT, TV Broadcast & Theatrical. The License is granted where a paid media campaign budget does not exceed 100K USD. Should the budget exceed this amount, please contact the Loudly team directly to easily reach a commercial agreement.
3.5. This Subscription is intended to cover most entities and commercial use cases. However, the following entities and commercial uses cases are NOT covered by this Agreement (in this case, you can send an email to [email protected] to request a custom license).
3.5.1. You may not use any Audio Track under this Subscription if you are (or you form part of an undertaking that is):
(a) a private or publicly held company with an actual or perceived market cap (market value) of at least five-hundred (500) million US dollars; or
(b) a major publisher, meaning that you have an annual turnover of over USD fifteen (15) million and/or you publish more than 10 titles. Publishers include without limitation digital publishers, podcast publishers, video game publishers, broadcasters, and similar media companies.
Not sure if the above is you? Send an email to [email protected] and we will help you find out.
3.5.2. You may not use any Audio Track under this Agreement:
(a) on a standalone basis including without limitation that the Audio Track 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 Audio Track on a standalone basis, meaning uses where complete or almost complete Audio Track are used and where any accompanying visuals are of a subordinate importance.
(b) in any way that is intended to allow third parties to download and/or otherwise access or use the Audio Track on a standalone basis, including without limitation in any digital templates or other applications enabling end users to synchronize or otherwise combine the Audio Track 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 Audio Track available in any physical products (e.g. in speakers); or
(c) 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; or in a manner or context that otherwise violates any rights of anyone associated with the Audio Track. You shall comply with any applicable laws and regulations. Moreover, you may not use the Audio Track in connection with sensitive subjects without the prior written consent of Loudly.
3.6. The Standard and Professional Subscriptions only cover use by one individual. If you wish to allocate more individuals to your license, please contact us. 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 refunding 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.
3.7. All rights and licenses granted hereunder are non-exclusive, non-transferable and non-assignable and may not be sub-licensed other than as expressly permitted under this Agreement. You may only use the Audio Track in accordance with the rights and licenses granted under this Agreement.
Subject to your compliance with this Agreement, you may allow, and receive remuneration from, the display of third-party ads in connection with making available your Customer Projects on social media platforms such as YouTube offering such possibilities (i.e. monetize). You are responsible for registering the Customer Projects and/or relevant social media channels with Loudly, in accordance with the instructions that Loudly provides from time to time.
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 Loudly 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) Loudly, (ii) any composer, performer, producer or other person involved in the creation of the Audio Track 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 Audio Track.
5.2. If you provide a VAT number and applies a VAT reverse charge on a purchase and the VAT number is invalid or non-applicable, Loudly has the right to credit you and to issue a new invoice with a correct VAT charge, for which you will be obliged to pay.
5.3. Loudly 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.
6.1. This Agreement shall enter into force upon your acceptance of the terms set forth herein and will be automatically prolonged for periods of either one (1) month or twelve (12) months depending on your chosen payment plan (each such period constitutes a “Subscription Period”) until terminated by you or by Loudly prior to the end of the then-current Subscription Period. The agreement automatically renews on a month-to-month basis or annual basis depending on the Subscription plan you have purchased.
6.2. Loudly has the right to terminate your Subscription and this Agreement and to suspend your access to the Loudly Digital Site at any time in the event of your actual or suspected unauthorised use of the Audio Track 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 Loudly will have no liability or responsibility to you and that Loudly will not refund any amounts that you have already paid if you terminate this Agreement or if Loudly terminates this Agreement or suspends your access to the Loudly Digital Site 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 catalogue and shall return to Loudly, or otherwise destroy or remove from any storage, any and all copies of the music catalogue and the Audio Track contained therein. This does not affect customer Projects as defined in section 3.1.d.
7. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
7.1. Loudly holds all copyrights and neighbouring rights in and to the music catalogue and is the sole rights holder in respect of the Audio Tracks.
7.2. You hereby acknowledge that you do not acquire any proprietary rights as a result of this Agreement in relation to any Audio Track. The Audio Tracks are the sole property of Loudly.
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. If any Audio Track is used in a Customer Project, in which credits are provided for other music or content providers, to the extent reasonably possible, credit shall be accorded in a form comparable to such credit(s). Credits substantially similar in form and substance to the following are acceptable: "Artist's Name / Title of Audio Track / courtesy of www.loudly.com”. The above credit will, if possible, be displayed as a hyperlink to www.loudly.com.
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 LOUDLY BE LIABLE TO YOU FOR DAMAGES THAT CORRESPOND TO A HIGHER VALUE THAN ALL LICENSE FEE AMOUNTS RECEIVED BY LOUDLY 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.
10.1. You acknowledge and agree that the Loudly Digital Site is provided ”as is” and Loudly 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 content; and (c) warranties as to the performance of computers, technology and/or networks.
You may not wholly or partially assign or pledge any of its rights and/or obligations under this Agreement without Loudly’s prior written consent. Loudly 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.
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.
Occasionally Loudly may, in its discretion, make amendments to this Agreement. If Loudly makes amendments to this Agreement that Loudly deems material for you, Loudly will notify you through the website. By continuing to use the Loudly Digital Site after changes to this Agreement have been made you are expressing and acknowledging your acceptance of the changes.
This Agreement shall be governed by and construed in accordance with the laws of Germany, without regard its principles of conflicts of law.
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 Berlin district court as the court of first instance.
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 24 May 2023