Purchasing – terms and conditions

BUSINESS PLAYLISTS – terms of use

Introduction

Thanks for choosing to use and pay fairly for Australian music for use in your business and for choosing Jazz Cowboy Productions as your service provider. These are our general Terms and Conditions which set out the Terms and Conditions pursuant to which we provide access to our Service (as defined below) to you (the “Customer”, “you”).

If you are accessing or using the Service in connection with your employment, you hereby represent to us that you are authorised to and hereby do bind your company/employer to the Terms and Conditions and any references herein to “you” and “your” will refer to both you and your company/employer as applicable.

Before using this Service, please take a moment to read through these Terms and Conditions, as by using or accessing the Service, you agree to be bound by all of the Terms and Conditions contained and incorporated by reference herein. These Terms and Conditions remained in full force and effect while you use the Service, and does not cover other services, content or materials made available by any other company or third party, unless specifically stated. We may amend these Terms and Conditions from time-to-time, so make sure you check the terms that apply at the time of your use. If you do not agree with any of the Terms and Conditions contained herein, you must not use or access our service/website.

Use of playlists

In the same way you might purchase a CD, you can continue to play the downloaded tracks in the business for which you’ve purchased them for as long as you like. As is right and legal, copies cannot be made of the playlist – fair payment to the artist needs to be made if you want to share or play the playlists in other settings.

Terms of purchase

This page contains the legal arrangements between you and Jazz Cowboy Productions (“we”, “us”, “our”).

To use and access our service, you need to agree to our terms and conditions, which you will find on this page.

This site is hosted and managed by Jazz Cowboy Productions. While we make every effort to ensure that the information placed on this website is accurate, we give no warranty or representation, expressed or implied, about its accuracy, completeness, or appropriateness for a particular purpose.

By using the Service you agree to our terms and conditions, which may be amended from time-to-time.

Thanks for using Jazz Cowboy Productions – we hope you enjoy your playlist and our musicians appreciate that you’ve made a legal purchase of their creations.

By accessing or using the Service (including placing Orders), you expressly agree to comply with these general terms and conditions and our Supplementary Terms. By “Supplementary Terms” we mean Jazz Cowboy Productions Privacy Policy, Website terms and conditions and Refund Policy, all as updated from time to time and set out in the legal section on our website. All of the Supplementary Terms, as well as any additional terms and conditions that we provide to you in connection with your use of or access to the Service or our other products and services, together with these terms and conditions, form a legally binding agreement between you and us (the “Agreement”). To the extent that there are any inconsistencies or conflicts arising between the provisions of the Agreement and any other agreements entered into between us, the provisions of the Agreement shall prevail.

When we use the term “Order”, we mean an online activation of a subscription or purchase of a Product. Such activation/purchase is a legally binding purchase of Products entered into between you or any of your Affiliates (as defined below) and us under the terms set out online when placing an Order or as may have been separately agreed in a Master Agreement. Upon request, we may assist you in placing Orders.

When we use the term “Master Agreement”, we mean a separately executed document between you and us containing special terms and conditions applicable to your Orders.

To the extent there is a conflict between these terms and conditions, a Master Agreement (if entered into), terms communicated upon placing an Order and any of the Supplementary Terms, the following order of precedence shall apply: (i) the Master Agreement, (ii) terms communicated upon placing an Order (iii) these terms and conditions, and (iv) Supplementary Terms. Any special terms set out and agreed in the Master Agreement shall take precedence over other terms of the Master Agreement.

Definitions

1. Business Playlist means a playlist of Track/s compiled by Jazz Cowboy Productions intended for commercial businesses to use as background music in their commercial premises and/or as on-hold music on their business-related telephone systems.
2. Copyright Owner(s) means the person(s) (or other entity) which owns and controls the copyright in the Master Recording and/or the Musical Work.
3. Crowdfunding Platform means a website/service which facilitates crowdfunding such as Kickstarter, Pozible, Pledge.
4. Distribution means the method by which you will be distributing or communicating your audio visual production e.g online, hard copy, broadcast, television, cinema etc.
5. Explicit content means content that is predominantly sexual in nature, or that could be perceived as an aid to sexual gratification. This includes lyrics with detailed descriptions of sexual acts.
6. External means use involving face to face interactions with people outside your business or organisation such as conferences, training presentations, in-stores and trade shows. Does not include any online, broadcast or other media uses.
7. Film Festival means use in an independent film for submission and screening at film festivals.
8. Licence Fee means the fee that you pay to Jazz Cowboy Productions to secure the applicable licence.
9. Instrumental means a song without any lyrics or vocals.
10. Internal means use internally within a single business or organisation such as training materials, meetings and/or presentations.
11. Licence Period means the length of time (term) that the licence is valid. For example, the Licence Period could be limited to a certain timeframe (12 months) or perpetual (forever).
12. Master Sound Recording means a sound recording of a Musical Work.
13. Musical Work means the music and lyrics (if any) which are embodied on a Master Recording.
14. Not For Profit means an organisation which is recognised by law of the organisation’s home country as a not for profit or charitable organisation. e.g in Australia Not For Profit is defined by the Australian Taxation Office. Jazz Cowboy Productions may request proof of your not for profit status if you select a not for profit licence.
15. Online means use on websites for streaming purposes only, including user generated website such as YouTube, Vimeo and social media. Does not include any premium or paid streaming services such as Netflix or any broadcast media.
16. Permitted Use means the use or uses available to you under a particular Jazz Cowboy Productions licence.
17. Perpetual means forever. Perpetual licences are perfect for projects which are going to be distributed on an ongoing basis.
18. Single Use means that the Track/s can only be used in one project. If you want to use the same Track/s in a different project you will have to obtain another licence.
19. Territory means the country or countries where the Licence is valid.
20. Track/s means the sound recording and the musical work embodied on that sound recording.

SYNC LICENSING

Introduction

By agreeing to the following terms and conditions, you (”Licensee”, “you” or “your”) are entering into a Licence Agreement with Jazz Cowboy Productions to licence one Master Sound Recording and one Musical Work embodied thereon for synchronisation with an audio-visual production.

For the purposes of this Licence Agreement, the applicable Master Sound Recording and the Musical Work embodied thereon are referred to jointly and separately as the “Track”.

1. Definitions:

Copyright Owner(s) means the person(s) (or other entity) which owns and controls the copyright in the Master Recording and/or the Musical Work.

Crowdfunding Platform means a website/service which facilitates crowdfunding such as Kickstarter, Pozible, Pledge.

Distribution means the method by which you will be distributing or communicating your audio-visual production e.g online, hard copy, broadcast, television, cinema etc.

External means use involving face to face interactions with people outside your business or organisation such as conferences, training presentations, in-stores and trade shows. Does not include any online, broadcast or other media uses.

Film Festival means use in an independent film for submission and screening at film festivals.

Licence Fee means the fee that you pay to Jazz Cowboy Productions to secure the applicable licence.

Instrumental means a song without any lyrics or vocals.

Internal means use internally within a single business or organisation such as training materials, meetings and/or presentations.

Licence Period means the length of time (term) that the licence is valid. For example, the Licence Period could be limited to a certain timeframe (12 months) or perpetual (forever).

Master Sound Recording means a sound recording of a Musical Work.

Musical Work means the music and lyrics (if any) which are embodied on a Master Recording.

Not For Profit means an organisation which is recognised by law of the organisation’s home country as a not for profit or charitable organisation. e.g in Australia Not For Profit is defined by the Australian Taxation Office. Jazz Cowboy Productions may request proof of your not for profit status if you select a not for profit licence.

Online means use on websites for streaming purposes only, including user generated website such as YouTube, Vimeo and social media. Does not include any premium or paid streaming services such as Netflix or any broadcast media.

Permitted Use means the use or uses available to you under a particular Jazz Cowboy Productions licence.

Perpetual means forever. Perpetual licences are perfect for projects which are going to be distributed on an ongoing basis.

Single Use means that the Track can only be used in one project. If you want to use the same Track in a different project you will have to obtain another licence.

Territory means the country or countries where the Licence is valid.

Track means the sound recording and the musical work embodied on that sound recording.

1. Licence
   1. This Licence Agreement is a binding agreement between you and Jazz Cowboy Productions and is comprised of the following:
      1. These standard terms and conditions;
      2. The Special Conditions of the applicable Jazz Cowboy Productions Licence you selected (as set out below); and
      3. The invoice provided to you by Jazz Cowboy Productions (“Invoice”) for the applicable licensing fee (“Fee”)                       (collectively, the “Licence Agreement”).
   2.  Subject to Jazz Cowboy Productions receipt of the full Fee, Jazz Cowboy Productions grants you the non-exclusive, non-transferable right to synchronise the Track in your audio-visual production (“Production”), solely for the single use specified in the Standard Licence you selected, within the Territory, during the Licence Period, and as otherwise set out in the Invoice.
2. Rights Granted and Rights Reserved
   1. For the avoidance of doubt you are not authorised to do any of the following in respect of the Track:
      1. Make any alterations (other than editing length to fit the Production), adaptations, translations, arrangements or remixes of the Track;
      2. Advertise goods or services or products by any means or method now known or hereafter invented;
      3. Synchronise on television or in motion pictures (other than in accordance with the Independent Film Standard Licence), or video games, or any other synchronisation use not set out in the Standard Licences;
      4. Use in connection with any unlawful activity, or in any manner or any means which may be deemed by Jazz Cowboy Productions (in its sole discretion) to be detrimental to Jazz Cowboy Productions and/or to the Copyright Owner(s), including but not limited to any obscene, defamatory or other immoral uses (if in doubt, request permission for your proposed use);
      5. Reproduce, distribute, sell, hire or otherwise deal with the Track on records (digital or physical) or any other method where the Track is separate to the Production;
      6. Upload or permit use on any premium streaming service; and/or
      7. Use the Track in any manner not specifically set out in the applicable Licence Agreement.
   2. You expressly acknowledge and agree that no right of public performance of the Track, or right to communicate to the public, is granted hereunder and you shall be responsible for securing all necessary public performance licences and paying all applicable public performance fees.
   3. No ownership rights are transferred under this Licence Agreement and unless specifically stated herein, all rights in and to the Track are expressly reserved by Jazz Cowboy Productions and/or the Copyright Owner(s) of the Track.
3. Security Measures
   1. You agree to use your best endeavours to ensure that users may not copy, capture or download the Track either alone or as synchronised with your Production.
   2. In the event that you become aware that a third party is breaching the terms of this Licence Agreement or infringing the copyright of the Track, you agree to immediately notify Jazz Cowboy Productions in writing of same.
4. Credits
   1. Where reasonable to do so, you agree to credit Jazz Cowboy Productions and the Writers, performers and Copyright Owner(s) of the Track in substantially the same manner as you provide credits to other participants in the production (if any). Accordingly, you are hereby authorised to use the names of the performers and Copyright Owner(s) of the Track in connection with the promotion and exploitation of the Production only.
5. Warranties and Indemnities
   1. You warrant and represent to Jazz Cowboy Productions that you have the right and authority to enter into the applicable Licence Agreement and that you will comply with all obligations and restrictions including the applicable Special Conditions set out below.
   2. You hereby agree to fully indemnify, defend and hold Jazz Cowboy Productions, its directors, employees, agents, licensors, assignees, and affiliates forever harmless from and against any and all liability, costs, damages and expenses (including legal fees), which arising from, or in connection with your breach of this Licence Agreement.
   3. Jazz Cowboy Productions represents and warrants that it has the right and authority to enter into the applicable Licence Agreement with you and grant you the rights granted therein.
   4. You hereby acknowledge that Jazz Cowboy Productions relies on rights it has been granted from the Copyright Owner(s) of the applicable Track and agree that Jazz Cowboy Productions shall have the right, by providing written notice to you, to revoke or suspend a Licence in the event that Jazz Cowboy Productions becomes aware that the Track is subject to copyright infringement.
6. Disclaimers and Exclusions
   1. To the fullest extent permitted by law, Jazz Cowboy Productions makes no warranty, express or implied, regarding any Track, including but not limited to any implied warranties of fitness for purposes or merchantability.
   2. You agree that Jazz Cowboy Productions shall not, under any circumstances, be liable to you for indirect, incidental, special or consequential loss or damages arising from or in connection to the use of any Track, or any provision of this Agreement. Further, Jazz Cowboy Productions’ maximum aggregate liability for any claim against Jazz Cowboy Productions made by you, shall be limited to the Fees stated in the relevant Invoice and actually paid by you to Jazz Cowboy Productions in connection with the relevant Track.
7. Termination
   1. This Licence Agreement shall terminate automatically and immediately in the event:
      1. that your breach any terms of this Agreement; or
      2. in the event that you;
         1. become bankrupt, insolvent, enter in any agreement the benefit of your creditors;
         2. or if a receiver or administrator is appointed;
         3. or any other insolvency event occurs with respect to you or your business.
   2. In the event that this Licence Agreement is terminated pursuant to Clause 8 (a) above, you shall immediately cease using the Track and shall delete and/or destroy all copies of the Track supplied hereunder. Further, in the event of termination Jazz Cowboy Productions shall have the right to pursue any rights and remedies available at law, which may include (but is not limited to) seeking injunctive relief and damages against you for copyright infringement.
8. General
   1. All notices under this Agreement shall be delivered to the following:
      Jazz Cowboy Productions
      Att: Legal and Business Affairs
      Kintsugi Alliance Pty Ltd
      PO Box 294
      Elsternwick Vic 3185
      Australia
      Or by email to hello@jazzcowboyproductions.com.au
      You
      All notices to you will be sent to the email address and/or postal address in your Jazz Cowboy Productions account.
   2. This Agreement represents the entire agreement between the parties and may only be varied in writing signed by both parties.
   3. The laws of Victoria, Australia govern this Agreement and the parties agree to submit to the jurisdiction of Victoria, Australia.
   4. In the event that any provision of this Agreement is held to be invalid, that provision shall be severed and the remainder of the Agreement shall continue on in full force and effect.
   5. Jazz Cowboy Productions shall be entitled to assign this Agreement to any third party acquiring all or a substantial part of Jazz Cowboy Productions. You may not assign this Agreement to a third party without the prior written consent of Jazz Cowboy Productions.
   6. You acknowledge and agree that you have had the opportunity to obtain independent legal advice from an experienced entertainment lawyer in respect of this Agreement, and have either obtained such advice or waived your right to do so.
   7. By paying the Invoice, and using the Track, you are deemed to have read, understood and accepted the terms of the applicable Licence Agreement and you hereby agreed to by bound by the Licence Agreement.

Jazz Cowboy Productions Standard Licences – Special Conditions

* The following Standard Licences are subject to Jazz Cowboy Productions’ Standard Licence Terms and Conditions above and are not for paid advertising, broadcast or other commercial usage. You will be required to enter into a Custom Licence for such uses. 

Entertainment Programming Licence

Licence Period: Perpetual

Number of Uses: Single use

Permitted Use: Use in any video, film or gaming project created for non-commercial entertainment purposes, including webisodes, vlogs, podcasts, online series and/or games.

Restrictions: This licence does not cover any paid advertising, commercial products (ie fee for use), broadcast or premium streaming service formats, which will require a Custom Licence

Distribution: Online, External and Internal

If your production is picked up for broadcast or distribution by a premium streaming service, or if you wish to charge fee to access the production,  you will require a Custom Licence

Licence Fee: Varies depending on production budget and the type of Distribution

• Under $50k – Online (+$198.00)  External (+$198.00)  Internal (+$98.00)
• $50k to $250k – Online (+$298.00)  External (+$298.00)  Internal (+$198.00)
• $250k to $500k – Online (+$498.00)  External (+$498.00)  Internal (+$298.00)
• Over $500k – Custom Licence

Independent Film Licence

Licence Period: Perpetual

Number of Uses: Single use

Permitted Use: Use in an independent film (short, feature or trailer)

Restrictions: Use in any film funded and/or released/distributed by a film studio

Distribution: Film Festivals and Online (excluding premium streaming services) only

In the event your film is picked up for distribution by a film distributor or premium streaming you will be required a Custom Licence

Licence Fee: Varies depending on budget of the film and the type of Distribution

• Under $50k – Online (+$198.00)  Film Festivals (+$198.00)
• $50k to $250k –  Online (+$298.00)  Film Festivals (+$298.00)
• $250k to $500k –  Online (+$498.00)  Film Festivals (+$498.00)
• Over $500k – Custom Licence

Promotional and Branded Licence

Licence Period: Perpetual

Number of Uses: Single use

Permitted Use: Use in a slideshow, film or video production promoting a business, product or service

Restrictions: This licence does not cover any paid advertising, broadcast or premium streaming service formats, which will require a Custom Licence

Distribution: Online, Internal and External

Licence Fee: Varies depending on the number of employees/contractors and the type of Distribution

• Under 25 employees – Online (+$198.00)  External (+$198.00)  Internal (+$98.00)
• 25 to 100 employees – Online (+$298.00)  External (+$298.00)  Internal (+$198.00)
• 100 to 250 employees – Online (+$498.00)  External (+$498.00)  Internal (+$298.00)
• Over 250 employees – Custom Licence

Not For Profit Licence

Licence Period: Perpetual

Number of Uses: Single use

Permitted Use: Use in a slideshow, film or video production promoting a not for profit organisation, product or service

Restrictions: This licence does not cover any paid advertising, broadcast or premium streaming service formats, which will require a Custom Licence

Distribution: Online, External and Internal

Licence Fee: Varies depending on number of employees/contractors and type of Distribution

• Under 25 employees – Online (+$138.00)  External (+$138.00)  Internal (+$68.00)
• 25 to 100 employees – Online (+$208.00)  External (+$208.00)  Internal (+$138.00)
• 100 to 250 employees – Online (+$398.00)  External (+$398.00)  Internal (+$208.00)
• Over 250 employees – Custom Licence

Wedding or Life Event Licence

Licence Period: Perpetual

Number of Uses: Single use

Permitted Use: Use in a film or photo slideshow that showcases a wedding or life event for you or your clients

Restrictions: Any advertising, promotional or commercial uses for any businesses or third parties will require a Custom Licence

Distribution: Online

Licence Fee for a Single Use is AUD$128.00.

Crowdfunding Licence

Licence Period: Perpetual

Number of Uses: Single use

Permitted Use: Use in a crowdfunding video or slideshow for a business, brand, service or event. To be streamed on a crowdfunding platform only

Restrictions: Any use other than on a crowdfunding platform

Distribution: Online Crowdfunding Platforms only

Licence Fee: Varies depending on your fundraising target

• Under $10k (+$198.00)
• $10k to $25k (+$298.00)
• $25k to $150k (+$498.00)
• Over $150k Custom Licence

Personal Licence

Licence Period: Perpetual

Number of Uses: Single use

Permitted Use: Use in a film or photo slideshow for your own personal life events, such as birthdays, graduations, family holidays etc. For home and online streaming use on social media and user generated content sites only

Restrictions: Any advertising, promotional or commercial uses for any businesses or third parties will require a Custom Licence

Distribution: Online

Licence Fee for a Single Use is AUD$98.00.