The licenses you give

When you import or upload a music track to your music catalog on the service using the music bridging feature, you give a license to each user, and a license to us, as set out below.

License to users

What’s covered here

This “License to users” section describes the license you give to each user under this agreement.

Scope and attributes of the license

You give each user a license to:

• Stream the music track and view its score, lyrics and metadata on the service, but only as enabled by the service for discovery, evaluation, commentary and promotional purposes.
• Reproduce the music track and its metadata in synchrony, timed relation or conjunction with the user’s audiovisual content, with the right to download the music track and its metadata for that purpose, and with the privilege of mixing the music track with other audio components such as dialogue, play-over performances, and sound effects, but only for the purpose of making the user’s audiovisual content available for use on the service and on external platforms to which the user broadcasts or spreads that content.
• Make cover recordings of the musical work embodied in the music track with the privilege of translating the musical work and of making a musical arrangement of the musical work so as to conform it to the style or manner of the performances involved in making each cover recording, but without changing the fundamental character of the musical work beyond translating the lyrics.
• Reproduce each cover recording and the musical work’s metadata in synchrony, timed relation or conjunction with the user’s audiovisual content, with the privilege of mixing the cover recording with other audio components such as dialogue, play-over performances, and sound effects, but only for the purpose of making the user’s audiovisual content available for use on the service and on external platforms to which the user broadcasts or spreads that content.
• Reproduce, publish, distribute, import, export, deliver, make available to the public, communicate to the public, publicly broadcast, publicly perform and publicly display the music track and its metadata, or the musical work embodied in the cover recording and its metadata, as a component of the user’s audiovisual content, on the service and on external platforms to which the user broadcasts or spreads that content.

The license is irrevocable, universal, nonexclusive, for commercial or noncommercial use, and royalty-free. You agree and represent that the license does not require and will not require any payment by any user, by us, by our related parties or by anyone else, to you or to anyone other than you. Use of the license will not be subject to any inspection or approval by you.

If the user gets help from others to produce or edit the user’s audiovisual content, the license extends to them for that purpose, but the user remains responsible for any breach by them. Transfers of the user’s audiovisual content also transfer the license as applied to that content.

The user is free to license the user’s audiovisual content to other users and to us as set out in the Terms of Service. As part of that privilege, the user may give us a license to use the user’s audiovisual content on the service’s websites, advertisements, and promotional materials to showcase what users experience when they use the service.

License conditional on compliance with terms and policies and the law

The user can make use of the license only if the user does so in compliance with our Terms of Service, the acceptable use policies set out in this section of the agreement, our other terms and policies, and all applicable laws and regulations.

Limited time to publish content after music track download

If the user downloads the music track, the user must incorporate the music track into the user’s audiovisual content and publish that content on or through the service within 90 days after the date the user downloaded the music track, or else the user must delete the downloaded file and all of its copies before that period expires.

Use in content devoid of other meaningful value prohibited

The user may not use the music track in audiovisual content lacking other components, such as appearances, dialogues, play-over performances, sound effects and visuals, that add meaningful value to the audiovisual content as a whole.

Use in commercial segments prohibited

As a general rule, the user may not use the music track, the musical work embodied in the music track, or their metadata, in segments of the user’s audiovisual content that promote or endorse a brand, organization, project, product or service.However, as exceptions to that general rule, the user may use the music track, the musical work embodied in the music track, and their metadata to:

• Promote or endorse an artist, songwriter or anyone else featured or involved in the creation or history of the music track or musical work.
• Support any music-related appearance or commentary, even if the segment that includes that appearance or commentary promotes or endorses someone not featured or involved in the creation or history of the music track or musical work.
• Promote or endorse the user’s or another user’s music-related content.

Turning the license on and off

At any point in time, a music track that is part of your catalog on the service is either “authorized” or “unauthorized.” The user can make use of the music track, the musical work embodied in the music track, and their metadata, under the license, while the music track is authorized.  That privilege is suspended while the music track is unauthorized, except that it continues in effect as to audiovisual content created or published by the user, on or through the service, while the music track was authorized. 

When you connect your distributor to the service, we’ll set the status of each music track imported from your distributor to “unauthorized” by default unless the music track was already available on the service and its status was set to “authorized.” When you upload a music track to the service, we’ll set its status to “authorized” by default. You can change a music track’s status at any time and as many times as you like.

License to us

You give us a license to:

• Enable users to make use of the license you give them as set out in the “License to users” section above.
• Use the music track, the musical work embodied in the music track, and their metadata, to provide, operate, maintain, develop, evaluate and improve the service.

As part of the license described above, we may:

• Transcode and optimize the music track and its metadata for efficient delivery on or through the service.
• Reformat the music track and its metadata and adapt them to the service’s interfaces and their functionality.
• Run the music track, the musical work embodied in the music track, and their metadata, through moderation or other filtering systems and processes.
• Display “explicit” labels or other similar labels associated with the music track or the musical work embodied in the music track.
• Serve the music track and its metadata to users based on our preferred model for curation, targeting and prioritization.
• Monitor and use the music track, the musical work embodied in the music track, and their metadata, to keep our service safe and secure, enforce our legal terms and policies, and comply with applicable laws and regulations.
• Exercise our privileges under the licenses that users give us as set out in the “Licenses to us” section of the Terms of Service.

The license is irrevocable, universal, nonexclusive, for commercial or noncommercial use, and royalty-free. You agree and represent that the license does not require and will not require any payment by us, by any of our related parties, by any user or by anyone else, to you or to anyone other than you. Use of the license will not be subject to any inspection or approval by you.

‍Within the bounds of the license’s purpose as described above, the license gives us permission to use the music track, the musical work embodied in the music track, and their metadata, in the broadest sense, including permission to fix, reproduce, publish, distribute, import, export, deliver, make available to the public, communicate to the public, publicly broadcast, publicly perform, publicly display, modify, translate, and create derivate works from the music track, the musical work embodied in the music track, and their metadata.

The license is also sublicensable and transferable. This means, for example, that we can extend it to our related parties or other companies that help us run the service or pass it along to a company that buys all or part of our business. We can sublicense through multiple tiers—so, for example, if we sublicense to a company, that company can sublicense to another company, and so on.

Duration of the licenses

Each license ends when either of us deletes the music track it pertains to from the service, with a few exceptions:

• The license never ends as to uses of the license in audiovisual content published by the user on or through the service, before deletion of the music track from the service, if the user did so while properly relying on the license.
• We may keep server copies of the music track and of the music track’s and musical work’s metadata for contractual, safety, enforcement, compliance or other legitimate business or legal reasons, and for as long as we do so the license to us continues as to that content but only for uses that relate to those reasons.

Also, if you ask us to restore the music track to the service and we do so, you give each user a new license as described in the “License to users” section above, and you give us a new license as described in the “License to us” section above. In this case, we’ll treat the restored music track as if reuploaded by you.

Trademarks and personality and information rights

If anything licensed under this agreement includes any marks or other signs protected under trademark law, personal identifiers (such as the name image, likeness or voice of any person), or information in general, then the license under this agreement includes permission to use those components to the full extent of the license.

Other rights and defenses not affected

Nothing in this agreement will be interpreted to restrict or in any other way affect any right or defense a user may have, or any right or defense we may have, on a different legal basis, such as a separate license, fair use or public domain.