Introduction

Welcome to Legacy Productions' EasySongLicensing.com (the “Site”), where you can acquire the licenses you need to record cover versions of songs owned by third parties. These Terms of Use govern your use of the Site and all related players, widgets, tools, applications, data, software and other services provided by Easy Song Licensing currently or in the future (collectively, the “Services”).

Acceptance of Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY AND IN THEIR ENTIRETY BEFORE CONTINUING TO USE THE SITE. If you check the box indicating you accept these Terms of Use, you are entering into a binding and enforceable legal contract with Legacy Productions, Inc. (“Legacy”) on your behalf and on behalf of the organization you represent, if any.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST NOT USE THE SITE OR THE SERVICES. If you are under 18 years of age, you must have parental consent before attempting to license any song using the Site.

1. Changes to Terms of Use

We reserve the right to change, alter, replace or otherwise modify these Terms of Use at any time. It is your responsibility to check our Terms of Use from time to time for updates. Your use of the Site constitutes your agreement to our then-current Terms of Use.

2. Ownership of the Website

The Site is owned and operated by Legacy. All content featured or displayed on the Site, including all text, graphics, photographs, images, moving images, sound, illustrations and software, and all related rights, are the exclusive property of Legacy. All elements of the Site are protected by copyright, trademark, trade dress, moral rights and other laws relating to intellectual property. By accepting these Terms of Use, you are granted a revocable license to access the Site for the purpose of purchasing the Services. You acknowledge that Legacy may terminate or limit your access to the Site at any time, including, without limitation, for any breach by you of these Terms of Use, with or without notice to you.

3. Registration Information / Username and Password

When you register to use the Site, you must provide us with your email address, which will be your username. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you chose to provide about yourself will be treated in accordance with our Privacy Policy. You agree to provide complete and accurate information when signing up and adding project information on the Site. Upon registration, you will choose a private username (which may be your email address) and password. You agree to use your username and password only to purchase licensing services and conduct business on behalf of yourself or the organization you represent. You will not permit others to use your username or password for any reason. Legacy will not be liable in the event of loss of your username or password or for any misuse by anyone of your username or password. You have the sole responsibility to secure and maintain your username and password, and you agree to immediately notify Legacy of any unauthorized use of your username or password.

You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Legacy or any Uploader; access or attempt to access any data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Legacy’s servers, system or network or attempt to breach Legacy’s data security or authentication procedures; attempt to interfere with the Site or the Services by any means including, without limitation, hacking Legacy’s servers or systems, submitting a virus, overloading, mail-bombing or crashing.

Without limitation to any other rights or remedies of Legacy under these Terms of Use, Legacy reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations. You agree to comply with the above conditions, and acknowledge and agree that Legacy has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.

4. Privacy Policy

Legacy values your privacy. Please review the Privacy Policy governing the Site: http://www.easysonglicensing.com/pages/about-us/privacy-policy.aspx. Legacy reserves the right to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, at our sole discretion.

5. No Unlawful or Unauthorized Uses

Subject to your compliance with these Terms of Use, Legacy grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Site in order to utilize the Services. You agree and warrant that you will not use the Site or the Services for any purpose that is unlawful or prohibited by these Terms of Use. You further agree that you will not use the Site in any manner that could damage, disable, overburden or impair the Site, or interfere with any other party’s use of the Site.

You must not alter or remove or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Site or on any content appearing on the Site. You must not, and must not permit any third party to, copy or adapt the object code of the Site or any of the Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Site, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to any content on the Site.

6. Cover Song Licensing Services

The Site allows you to purchase a service whereby Legacy acquires on your behalf, prior to your distribution of phonorecords [as such term is defined in the United States Copyright Act (the “Copyright Act”)], mechanical licenses for the reproduction of musical compositions. You tell us the format you want to use (e.g. CD, digital download, stream or ringtone) for the mechanical licenses and the number of copies (100, 1000, etc.) to be distributed. Legacy calculates the royalty that must be paid to the music publisher(s) under the Copyright Act for use of the musical composition(s), based on the statutory mechanical royalty rate in effect at the time of your request. You pay those royalties to Legacy, along with Legacy’s licensing service fee, and Legacy obtains the license(s) from the appropriate publisher(s) or copyright holder(s) and pays the publisher(s) or copyright holder(s) the royalties on your behalf.

The maximum number of copies Legacy will license per song per album at the statutory mechanical royalty rate is 10,000 units of interactive audio streams and 2,500 units of physical formats, digital downloads and ringtones. If you wish to license more than the maximum number of copies, Legacy will attempt to obtain the license, but will charge an additional $0.004 per copy for each stream, and an additional $0.01 for each copy of other formats for our services (minimum: $25). This charge is in addition to the royalties owed and will be paid to Legacy, not the copyright holder. In addition, if you wish to license more than 2,500 physical units, you agree to deliver a pressing report to Legacy on stationery of the manufacturer, indicating the actual quantities produced, before licensing will proceed.

The cover song licensing service does not allow you to obtain licenses for samples, audio recordings (masters), synchronization rights (audiovisual), grand rights (theatrical) or print rights . If you want to obtain any of those rights, you must contact the rights holder(s) directly. In addition, the cover song licensing service does not allow you to obtain mechanical licenses for songs that do not comply with the compulsory mechanical licensing provisions of the Copyright Act.

For each song you submit to us for licensing, you agree that:
  1. You will not change the lyrics of the song.
  2. You will not change the fundamental melody of the song (general rearrangement is allowed, however).
  3. You will not request a song that has never been previously recorded and commercially released.
  4. You will not release any recording of any song for any purpose other than personal private listening by the end user.
  5. You will not sell copies of any recording of any licensed song outside of the United States without additional permission from the rights holder(s).

Under the Copyright Act, a mechanical license must be obtained from the copyright owner of the applicable musical composition prior to the manufacture or distribution of digital or physical copies. Under certain circumstances, even if the copyright owner cannot be found, or refuses a license, a so-called “compulsory license” can be obtained. Importantly, a compulsory license may only be obtained by giving a “Notice of Intention to Obtain a Compulsory License” to the copyright owner or their agent, before or within 30 days of making, and before distributing, any phonorecords (including digital copies).

Therefore, we require that you submit your request to Legacy at least 45 days in advance of your distribution of any copies. If that time limit has passed, Legacy will still try to help you and make every effort to secure a retroactive license on your behalf, but in that instance a license cannot be guaranteed. If a license cannot be secured and the time to secure a “compulsory license” has expired, any accrued royalties will be returned to you. In all events, you will be responsible for any claim by a publisher or copyright holder and you agree to indemnify Legacy against any such claim in accordance with section 10 below.

7. Custom Licensing Services

For songs not available for licensing through the cover song licensing service, Legacy offers Custom Assistance and Custom Handling services. For an additional charge, Legacy will provide consultation and assistance to submit your licensing request directly to the copyright proprietor(s). Custom licensing can be challenging because, under the Copyright Act, the copyright holders maintain total control of their works. This means they can set any fee, take all the time they need, and reject the licensing request outright. For this reason, it is important to manage your expectations.

Many factors affect the response, including budget, use and even the current workload of the copyright holder’s processing department. For this reason, Legacy does not guarantee licensure in whole or in part for any custom request, and we also do not guarantee timing, or even that you will receive a response from the copyright holder. All custom licensing fees paid are final and are not eligible for refunds. This includes the upfront fees paid for Custom Assistance and Custom Handling, and any additional fees paid at signing for Custom Handling.

When requesting Legacy’s licensing services, you agree and warrant that you will provide accurate information, including song title(s), songwriter(s), publisher(s), track length and any other information requested, for the song(s) that you wish to license. Legacy is not responsible if licenses cannot be obtained, if the incorrect license is obtained, or if you pay insufficient publisher royalties as the result of inaccurate information in license requests.

You agree to limit your use of the songs you license to the format(s) and number of copies that you request Legacy to license on your behalf. Because you are asking Legacy to acquire a specific number and type of licenses, we must emphasize that any use of the song(s) in any format(s) or numbers of copies which are not requested and licensed is a violation of these Terms of Use and may also violate the rights of the applicable publisher or copyright holder.

For example, if you request mechanical licenses for 100 digital downloads that you intend to offer for download or sale, you are not authorized to reproduce the musical compositions in physical or ringtone format without further licensing. In addition, you are not authorized to produce or sell more than 100 digital downloads. The 101st digital download requires an additional license. It is your responsibility to ensure that additional mechanical licenses are requested BEFORE you offer the 101st digital download for download or sale. If you get to that point, contact us, and we will set you up for the additional units needed.

8. Refund Policy

You agree to read and accept our Refund Policy each time before making a purchase. Our refund policy is available online here: http://www.easysonglicensing.com/pages/about-us/refund-policy.aspx

9. Violations of Terms of Use

If you violate these Terms of Use or any other rights of Legacy or any third parties, including, without limitation, infringing the copyrights of Legacy’s licensors, or any other third party, or if you manufacture, reproduce or distribute any recording(s) containing any musical composition(s) licensed by us for you beyond the number or type of mechanical licenses requested, Legacy and its licensors reserve the right to pursue any and all legal and equitable remedies against you, including without limitation, terminating your user account. In such event, you also agree to indemnify Legacy against any claim by such licensors or other third party in accordance with section 10 below.

10. Indemnification

You will defend and indemnify Legacy, its officers, directors, employees, subsidiaries, affiliates and licensors against any and all losses, expenses, costs or damages (including without limitation reasonable attorneys’ fees and litigation expenses) incurred by any or all of them as a result of your breach of these Terms of Use or your unauthorized use of the Site or any musical compositions licensed by Legacy on your behalf.

10. Disclaimer

THE SITE AND THE SERVICES ACCESSED THROUGH OR VIA THE SITE, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”. WHILE LEGACY USES REASONABLE ENDEAVORS TO CORRECT ANY ERRORS OR OMISSIONS IN THE SITE AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO LEGACY’S ATTENTION, LEGACY MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE SITE, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES.

LEGACY DOES NOT WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ANY PART THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE SITE OPERATES, ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LEGACY DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE SITE WILL BE SECURE OR THAT ANY ELEMENTS OF THE SITE DESIGNED TO PREVENT UNAUTHORIZED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION.

LEGACY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IF THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS WILL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

12. Limitations of Liability

IN NO EVENT WILL LEGACY’S AGGREGATE LIABILITY TO YOU UNDER THESE TERMS OF USE EXCEED THE GREATER OF $1,000 OR THE AMOUNT (IF ANY) PAID BY YOU TO LEGACY DURING THE PREVIOUS 12 MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. LEGACY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, WILL HAVE NO LIABILITY FOR:

  1. (a) ANY LOSS OR DAMAGE ARISING FROM:
    1. (i) YOUR INABILITY TO ACCESS OR USE THE SITE OR ANY PART OR PARTS THEREOF, OR TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE SITE;
    2. (ii) ANY CHANGES THAT LEGACY MAY MAKE TO THE SITE OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE SITE OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;
    3. (iii) ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTS HOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS OR YOUR USE OF THE SITE, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY LEGACY OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE SITE;
    4. (iv) ANY ERRORS OR OMISSIONS IN THE SITE’S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT; OR
    5. (v) YOUR FAILURE TO PROVIDE LEGACY WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL.
  2. (b) ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA, OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; OR
  3. (c) ANY LOSS OF PROFITS OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF LEGACY BREACHING THESE TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND LEGACY AT THE TIME YOU AGREE TO THESE TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE MUST BE NOTIFIED TO LEGACY AS SOON AS POSSIBLE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LEGACY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND LEGACY, AND THAT LEGACY’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF LEGACY, ITS SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS FOR: (I) ANY DEATH OR PERSONAL INJURY CAUSED BY ITS OR THEIR NEGLIGENCE, (II) ANY FORM OF FRAUD OR DECEIT, (III) ANY DAMAGES CAUSED WILLFULLY OR BY GROSS NEGLIGENCE, OR (IV) ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

13. NO PROFESSIONAL ADVICE

No information provided in these Terms of Use, on the Site, or during phone conversations with Legacy representatives should be construed as legal, accounting or other professional advice. Legacy does not provide such services and the availability of background information here does not create any professional service relationship. Although Legacy has attempted to clearly and succinctly explain many of the rules associated with licensing musical compositions, none of the information provided here is an adequate substitute for obtaining advice and guidance from a lawyer, accountant or other licensed professional.

14. Third Party Sites

The Site may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, linked services (hereinafter “External Services”). Legacy does not have or maintain any control over External Services, and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, Legacy does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.

External Services may have their own Terms of Use and/or privacy policy, and may have different practices and requirements from those of Legacy with respect to the Site. You are solely responsible for reviewing any Terms of Use, Privacy Policy and other terms governing your use of all External Services, which you acknowledges you use at your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services.

You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services. Legacy disclaims all responsibility and liability for any harm resulting from your use of External Services, and you irrevocably waive any claim against Legacy with respect to the content or operation of any External Services.

15. Changes to the Site

Legacy reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Site or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Legacy will use its reasonable endeavors to notify registered users of such decision in advance.

You agree that Legacy and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders will not be liable to you or to any third party for any changes or modifications to the Site or any Services that Legacy may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Site, the Services or any part or parts thereof, or your ability to use or access the same from or within any territory or territories. Legacy may change the features of any type of account, may withdraw or introduce new features, products or types of account at any time and for any reason, and may change the prices charged for any of the Services from time to time.

16. Termination

Legacy may suspend your access to the Site and/or terminate these Terms of Use at any time if (i) you are deemed to be a repeat infringer of intellectual property rights; (ii) you are in breach of any of the material provision of these Terms of Use; (iii) Legacy elects at its discretion to cease providing access to the Site in the jurisdiction where you reside or from where you are attempting to access the Site, or (iv) in other reasonable circumstances as determined by Legacy at its discretion.

17. Electronic Communication and Contact

You consent to receive communications and your Licensing Agreement(s) from Legacy electronically. You agree that all contracts, licenses, notices and other communications provided to you in electronic format by us will satisfy any legal requirements that such documents or communications be in writing, and that such documents and communications have the same force and effect as though they had been provided in non-electronic form.

18. Assignment

Legacy may assign its rights and (where permissible by law) its obligations under these Terms of Use, in whole or in part, to any third party at any time without notice, including, without limitation, to any person or entity acquiring all or substantially all of the assets or business of Legacy. You may not assign these Terms of Use or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Legacy.

19. Applicable Law and Jurisdiction

These Terms of Use are subject to the laws of the United States, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the principles of conflict of laws (international private law). You agree, and Legacy agrees, to submit to the exclusive jurisdiction of the courts in Minneapolis, Minnesota, USA for resolution of any dispute, action or proceeding arising in connection with these Terms of Use. The provisions of this section do not apply to any claim in which Legacy seeks equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms of Use by Legacy or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Legacy, including with respect to your content, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in these Terms of Use.

20. Disclosures

The Services are offered by Legacy Productions, Inc., a corporation organized under the laws of the State of Minnesota, with its main place of business at 2600 N 2nd Street, Minneapolis, MN 55411 USA. You may contact us by sending correspondence to that address or by emailing us at support@easysonglicensing.com. If you are a resident of the State of California, you may have these Terms of Use sent to you electronically by sending a letter to the above address with your electronic mail address and a request for these Terms of Use.

21. Waiver and Ammendment

The failure by Legacy to take any action with respect to a breach by you of these Terms of Use does not waive any right to act with respect to subsequent or similar breach. Legacy may, from time to time, amend these Terms of Use and your use of the Site following any such amendment shall constitute your further agreement to follow and be bound by the amended Terms of Use.

22. Severability

If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be modified so that it is valid and/or enforceable to the greatest extent possible under applicable law. All remaining provisions shall be unaffected and enforceable.

23. Entire Agreement

These Terms of Use, the Privacy Policy, and, if applicable, the Licensing Services Agreement between you and Legacy, collectively set forth the entire understanding between you and Legacy with respect to your use of the Site. It is understood that in the event of any conflict between these Terms of Use and the Licensing Services Agreement, these Terms of Use shall control.

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