***Alert for those in the Germany territory: You may be unable to place your videos on YouTube due to a current issue involving them and GEMA. This does not effect other areas across the globe but please feel free to email us if you are in a German licensing territory and have questions. Thank you.
MEMORANDUM OF AGREEMENT BETWEEN RAILROAD MUSIC AND EACH RAILROAD MUSIC USER (ALSO KNOWN AS “SUB LICENSEE” AND/OR AS “YOU” HEREINAFTER) UTILIZING THE RAILROAD MUSIC WEBSITE INTERFACE LICENSING PLATFORM, AS FOLLOWS:
TERMS OF SERVICE (Updated as of 1st March 2015)
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RAILROAD MUSIC (HEREINAFTER “RAILROAD”) STATING THE TERMS THAT GOVERN YOUR USE OF THE RAILROAD SERVICE. THIS AGREEMENT – TOGETHER WITH ALL UPDATES AND ALL OF RAILROAD’S RULES AND POLICIES – COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND RAILROAD. BY USING THE SITE YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD TRACKS AND DO NOT USE THE SERVICE. USER BECOMES BOUND BY THESE TERMS AND CONDITIONS UPON USE OF THIS SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND RAILROAD MAY REFUSE ACCESS TO THE RAILROAD SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
1. Definition of the Railroad Service (hereinafter the Service). Railroad permits you to use digital content, such as sound recordings pursuant to certain terms and conditions as set forth in this Agreement.
2. Use of Service. You acknowledge that Railroad limits your usage of the Service to the following applicable Usage Rules, and you agree to use the Service in compliance with the applicable Usage Rules.
a. Usage Rules
(i) Your use of the Service is conditioned upon your prior acceptance of the terms of this Agreement.
(ii) You shall be authorized to use the Service for photographic and video productions within the terms of the agreement. The usage terms for the Standard License do not include productions in the context of promotional videos, corporate videos (non-profit or otherwise), or independent films that are strictly conceptual in nature. Other usages not specifically noted in section 2(iv) are also out of context and therefore shall not be licensed for use. These types of usages may fall under the Commercial License, outlined below.
(iii) You shall be authorized to produce up to 5 DVD or Blu-Ray copies for each song used when using a single song for a project or a total of 5 DVD or Blu-Ray copies when using multiple (more than one (1)) song in a given project. Further copy production authorization may be purchased on a per song basis in copy blocks from the user’s profile while subscribed to one of the primary purchase plans. As a condition of this license, you hereby guarantee that each video copy produced and any licensed songs/recordings contained therein will be copyright protected whereby end users will be strictly prohibited from duplication and you further agree to indemnify and hold harmless Railroad from any copyright infringement that you commit, induce, and/or are responsible for. All productions must adhere to the in-context usage below in section 2(iv) and shall comply with all terms of this User Agreement.
(iv) Streaming (online usage): You shall be authorized to use the full length of the songs from Railroad library online in perpetuity. Videos and slide shows must be in the context of the following:
(A) Video and photograph productions/montages/slideshows in-context to (i) wedding day, (ii) love story/how we met, (iii) engagement/announcement, (iv) “right of passage” event such as but not limited to bar/bat mitzvahs, (v) birthday party, (vi) retirement party, (vii) funeral events, (viii) school related events (“School” videos may be student films that are not monetized, or campus event highlights) (Schools may not use the videos to blatantly promote the school or any fundraising activities within the school) (ix) fashion session, (x) senior portrait session, (xi) baby/child/family portrait session, (xii) pet portrait session, (xiii) anniversary, (xiv) ?trash/rock the dress?, (xv) non-professional and non-semi-professional sporting events, (xvi) religion (non-political in nature)
(v) You are not authorised to use Railroad music for broadcast on mediums such as but not limited to live web events, television, or radio broadcasts.
b. You agree that your use of the Service constitutes your acceptance of and agreement to use such Services solely in accordance with the Usage Rules, and that any other use of the Service may constitute a copyright infringement. Usage Rules shall govern your rights with respect to the Service. Railroad reserves the right to modify the Usage Rules at any time.
c. You acknowledge that some aspects of the Service, and administering of the Usage Rules entails the ongoing involvement of Railroad. Accordingly, in the event that Railroad changes any part of the Service or discontinues the Service, which Railroad may do at its election, you acknowledge that you may no longer be able to use the Service to the same extent as prior to such change or discontinuation, and that Railroad shall have no liability to you in such case.
d. Railroad reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability.
e. Commercial Licenses are £250 and cover the following:
When promoting a product, service, or organization under the following guidelines: Online Corporate videos (keep videos online in perpetuity). Make up to 10 hard copies. Internal Corporate videos (show in perpetuity) Make up to 10 hard copies.
When creating an independently produced and funded film use the following guidelines:
For placement in multiple film festivals and creation of up to 10 hard copies (may be used in festivals in perpetuity) For online use for display purposes only (not monetised) and creation of up to 10 hard copies (keep videos online in perpetuity)
3. Territory. Titles are licensed for world usage.
4. Agreement to Pay.
a. Payment for Service. You agree to pay for use of Railroad services. Railroad may charge your credit card, bank account or e-Commerce platform account such as but not limited to Pay Pal or Google Pay for any Service purchased, and for any additional amounts as may be accrued by or in connection with your Account. For the Pay Per Song package, you shall be billed for each song licensed in the amount of £25 or less for a single Standard License and for £250 or less for a Commercial License and you the licensee agree to pay said amount for each instance. All license purchases are final as there is no way to return a digital product such as the MP3, license certificate, or credit slide. There shall be no refunds or exchanges for other songs. Failure to complete payment agreement will cause the immediate forfeiture of your sub licensee rights to use Railroad provided music for synchronisation and streaming; you must cease and desist from distributing any copies of DVD and/or Blue Ray discs; you must cease and desist from using said music and must remove said music from any streaming videos on your website, and Railroad shall notify the appropriate music label and/or publisher and said music label/publisher shall take appropriate legal action against you, and your account shall be immediately cancelled and any remaining balance will be owed in addition to costs incurred during the process of payment collection. Any packages previously purchased shall adhere to these terms even if those packages are no longer available.
b. Right to Change Prices and Availability of Products. Prices and availability of any Products are subject to change at any time.
c. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
5. Delivery of Products.
a. Technical Problems. On occasion, technical problems may delay or prevent delivery of your Service. Your exclusive and sole remedy with respect to Product that is not delivered within a reasonable period will be either extension of use of Service, or refund of the price paid for such Service, as determined by Railroad.
6. Intellectual Property.
a. Acknowledgement of Ownership. You agree that the Service, including but not limited to Products, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Service, contains proprietary information and material that is owned by Railroad and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder.
b. Removal of Railroad Content or Other Materials. Notwithstanding any other provision of this Agreement, Railroad and its licensors reserve the right to change, suspend, remove, or disable access to any Service, content, or other materials comprising a part of the Service at any time without notice. In no event will Railroad be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. Railroad may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.
c. Copyrights. All copyrights in and to the Service, including but not limited to, the Railroad library (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by Railroad and/or its licensors, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
a. Termination by Railroad. If you fail, or Railroad suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide Railroad with a valid credit card, band account information or with accurate and complete Registration Data, violation of the Usage Rules or any license to the software, or infringement or other violation of third parties’ rights, Railroad, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the music; and/or (iii) preclude access to the Service (or any part thereof).
b. Termination of the Service. Railroad reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and Railroad will not be liable to you or to any third party should it exercise such rights.
8. General Compliance with Laws. The Service is controlled and operated by Railroad from its office in the United Kingdom. You agree to comply with all national and local laws and regulations that apply to your use of the Service.
9. Enforcement of These Terms. Railroad reserves the right to takes steps Railroad believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Railroad’s right to cooperate with any legal process relating to your use of the Service, and/or a third party claim that your use of the Service is unlawful and/or infringes such third party’s rights).
10. Disclaimer of Warranties; Liability Limitations.
a. RAILROAD DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME RAILROAD MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
b. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY RAILROAD) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
c. IN NO CASE SHALL RAILROAD, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, RAILROAD’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
d. RAILROAD SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND RAILROAD HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
e. RAILROAD DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND RAILROAD DISCLAIMS ANY LIABILITY RELATING THERETO.
11. Waiver and Indemnity. BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD RAILROAD, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY RAILROAD AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM RAILROAD, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF RAILROAD’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
12. Changes. Railroad reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) will be effective immediately and incorporated into this Agreement. Your continued use of the Services Store following will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.
13. Governing Law. The laws of the State of Illinois, excluding its conflicts of law rules, govern these Terms of Service and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Railroad or relating in any way to your use of the Service resides in the courts of the State of Illinois.
14. Attorneys? Fees. If Railroad is required to employ an attorney to enforce or interpret this Agreement, or due to any breach by you of this Agreement, Railroad shall be entitled to recover reasonable attorneys? fees and costs incurred in connection with the prosecution or defense or arbitration of any action, including any appeal of the action, in addition to all other relief, so long as Railroad is the prevailing party. The prevailing party within the meaning of this section shall include, without limitation, a party who successfully brings an action against the other party for sums allegedly due or performance of covenants allegedly breached, or that party who obtains substantially the relief sought in the action.
LICENSED APPLICATION END USER LICENSE AGREEMENT
The Products made available through the Service are licensed, not sold, to you. Your license to each Product that you obtain through the Service is subject to your prior acceptance of this Licensed Application End User License Agreement, and you agree that the terms of this Licensed Application End User License Agreement will apply to each Song. Your license to any Railroad song under this Licensed Application End User License Agreement is granted by Railroad. Any Service that is subject to the license granted under this Licensed Application End User License Agreement is referred to herein as the ?Licensed Application?. Licensor reserves all rights in and to the Licensed Application not expressly granted to you under this Licensed Application End User License Agreement.
a. Scope of License: This license granted to you for the Licensed Application by Licensor is limited to a non-transferable license to use the Service as permitted by the Usage Rules set forth in the Terms and Conditions (the ?Usage Rules?). This license does not allow you to use the Licensed Application on any Product that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time(except as expressly permitted by this license and the Usage Rules). You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application (except as expressly permitted by this license and the Usage Rules). You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Licensor and its licensors. If you breach this restriction, You may be subject to prosecution and damages.
b. Termination. The license is effective until terminated by you or Licensor. Your rights under this license will terminate automatically without notice from the Licensor if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
d. Services; Third Party Materials. The Licensed Application may enable access to Licensor?s materials and third party materials.
You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever( except as expressly permitted by this license and the Usage Rules).
e. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor?s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
f. The laws of the State of Illinois, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.