Songs for all Seasons Beta license Agreement
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| Songs for all Seasons Beta license Agreement
This BETA TEST Agreement (hereafter referred to as “Agreement”) is entered into between Julie Reilly (aka “Julie Cavanagh”, aka “Songs for all Seasons”) (hereafter referred to as “Songs for all Seasons”) and all members of the participating choir as of the date of the submission of the Expression of Interest by an authorised representative of the participating choir (hereafter referred to as “Participant”). SECTION 1. ASSENT TO BE BOUND By selecting "Yes" to the box stating “I have read and agree to the Beta test Agreement terms and conditions” in the Expression of Interest form, or by completing and submitting the Expression of Interest form, pursuant to Beta testing, Participant agrees to be bound by the terms of this Agreement. If Participant does not agree with any term or condition, Participant must inform Songs for all Seasons immediately, delete any digital copies of the music that has been issued and destroy any printed copies that have been created. SECTION 2. LICENSE GRANT Subject to the terms and conditions hereof, Songs for all Seasons grants to Participant, a limited exclusive, non-transferable, revocable license to use the Song for all Seasons Song which has been sent to them for BETA testing (“Song”) for and beyond the BETA Test period specified hereunder: i) Participant may retain and distribute digital and paper copies of the Song to the conductor, accompanist and existing members of the choir. ii) Participant may distribute digital and paper copies of the Song to any future members of the choir for future performances. Members of the choir may print their own copies for use according to these terms. Participant will ensure that all choir members are aware of the restrictions of the License Grant. iii) Participant may perform the Song in live concerts. iv) Participant may NOT sell, loan, or otherwise distribute digital or paper copies of the Song to any other choirs or any other person. v) Participant may NOT create video or audio recordings of the Song, other than outlined in Section 9, without the permission of the copyright holder, Songs for all Seasons. vi) Participant may NOT create arrangements of the Song without the permission of the copyright holder, Songs for all Seasons. vii) If the Choir is disbanded, this Agreement is terminated and Participant will delete any digital copies of the music that has been issued, destroy any printed copies that have been created, ensure all members have also deleted any digital copies and destroyed any paper copies, and certify in writing to Songs for all Seasons that all digital and paper copies have been destroyed. viii) If the Choir is not disbanded, but the individual who signed this Agreement leaves or steps down from their role, this Agreement may be transferred to another named individual who agrees to be bound by its terms. Songs for all Seasons must be informed in writing, with the name of the replacement if this event occurs. ix) “In writing” includes by email and/or text communication. Songs for all Seasons and Participant will retain copies of all such email and text communications.
SECTION 3. TERMINATION. Either party may terminate this Agreement upon written notice to the other party at any time. Within five days after termination, Participant will delete any digital copies of the music that has been issued and destroy any printed copies that have been created, and certify in writing that it has been destroyed. Sections 2 through 11 shall survive termination of this Agreement. Songs for all Seasons retains the right to terminate this Agreement and immediately revoke the License Grant if Participant has been found to have violated the conditions in Section 2. SECTION 4. PROPRIETARY RIGHTS; CONFIDENTIALITY; RESTRICTIONS. Participant acknowledges that the Song is the copyright of Songs for all Seasons. Customer will not: copy (except as strictly necessary to use the Song in accordance with the terms of section 2 hereof), distribute, sell, sublicense or otherwise transfer or make available the Song or any portion thereof to any third party; remove from view any copyright legend, trademark or confidentiality notice appearing on the digital or paper copies of the Song; modify, adapt, translate the Song, or authorize a third party to do any of the foregoing. Participant will reproduce all of Songs for all Seasons’ copyright notices and any other proprietary rights notices on all copies of the Song that Participant makes hereunder. Participant will not use the Song or any documentation provided therewith for any purpose other than Participant’s internal evaluation, the provision of Feedback to Songs for all Seasons, and the permissions granted in the License Grant in Section 2, and will not disclose to any third party without the prior written approval of Songs for all Seasons, the Song, its features, Feedback (as defined in Section 9), or the results of any performance or functional evaluation or test of the Song (the “Confidential Information”). Participant will use no less than all reasonable efforts to protect the Confidential Information from unauthorized use or disclosure. Participant may disclose Confidential Information only to those of its members/employees who have a bona fide need to know such information for Participant’s evaluation of the Song and who have first executed a written Agreement that contains use and nondisclosure restrictions at least as protective as those set forth herein. Participant will immediately report any violation of this provision to Songs for all Seasons and shall employ all reasonable means to mitigate any damages or losses that Songs for all Seasons may incur as a result of any such violation. Participant’s rights in the Song will be limited to those expressly granted in Section 2. Songs for all Seasons reserves all rights and licenses in and to the Song not expressly granted to Participant hereunder. SECTION 5. DELIVERY. Songs for all Seasons will provide the Song via electronic delivery. Participant will be responsible for printing and distributing the Song as permitted in Section 2. SECTION 6. WARRANTY THE SONG IS PROVIDED “AS-IS.” SONGS FOR ALL SEASONS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE IN TRADE. SECTION 7. ACKNOWLEDGEMENT OF BETA PRODUCT Participant acknowledges and agrees that: i) the Song is not an official product and has not been commercially released for sale by Songs for all Seasons; ii) the Song may not be in final form or fully functional; iii) the Song may contain errors, design flaws or other problems; iv) it may not be possible to make the Song fully functional; v) Songs for all Seasons is under no obligation to release a commercial version of the Song; and vi) Songs for all Seasons has the right unilaterally to abandon development of the Song, at any time and without any obligation or liability to Participant. Participant acknowledges and agrees that it should not rely on the Song for any reason. SECTION 8. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE REQUIRED BY LAW, THE LIABILITY OF SONGS FOR ALL SEASONS TO PARTICIPANT OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SONG, OR FOR ANY ERROR OR DEFECT IN THE SONG, OR FOR THE PROVISION OF SUPPORT OR OTHER SERVICES IN CONNECTION THEREWITH, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, INCLUDING CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER TORT, SHALL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED ANY FEES PAID TO SONGS FOR ALL SEASONS HEREUNDER. IN NO EVENT WILL SONGS FOR ALL SEASONS OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, BUSINESS, REVENUE, DATA OR DATA USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. The limitations of liability set forth in this Agreement reflect the allocation of risk negotiated and agreed to by the Parties. The Parties would not enter into this Agreement without these limitations on its liability. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy. SECTION 9. FEEDBACK Participant agrees to provide a video recording of a good quality performance of the Song, either at a concert or a rehearsal, by 30th June 2025. This video recording is to be emailed to Songs for all Seasons at the email address given hereunder. It is expressly understood, acknowledged and agreed that Participant shall, regardless of whether or not formally requested to do, provide to Songs for all Seasons the video recording and reasonable suggestions, comments and Feedback regarding the Song, (collectively, "Feedback"). Songs for all Seasons will email a Feedback form to collect written Feedback during the BETA test period. The video recording and all such Feedback will be the sole and exclusive property of Songs for all Seasons. Participant hereby irrevocably transfers and assigns to Songs for all Seasons and agrees to irrevocably assign and transfer to Songs for all Seasons all of Participant's right, title, and interest in and to all Feedback including all intellectual property rights therein (collectively, “Intellectual Property Rights”). Participant will not earn or acquire any rights or licenses in the Song or in any Songs for all Seasons Intellectual Property Rights on account of this Agreement or Participant's performance under this Agreement, even if Songs for all Seasons incorporates any Feedback into the Song. SECTION 10. AUDIT Songs for all Seasons may, at any time during the term of this Agreement, upon reasonable written notice and during Participant’s normal business hours, audit Participant’s use of the Song at Participant’s premises, as reasonably necessary to confirm that Participant is using the Song in accordance with the terms and conditions of this Agreement. Songs for all Seasons may use a third-party organization reasonably acceptable to Participant to assist Songs for all Seasons in conducting such an audit. Participant will cooperate with Songs for all Seasons in such audit and will promptly make available to Songs for all Seasons all information and materials reasonably required by Songs for all Seasons to conduct such an audit. SECTION 11: GENERAL Participant may not assign or otherwise transfer, by operation of law or otherwise, any of its rights under this Agreement without Songs for all Seasons’ prior written consent, other than that circumstance set out in Section 2 (viii), and any attempted assignment without such consent will be null and of no effect. This Agreement constitutes the entire Agreement between the parties and supersedes any and all prior Agreements, communications and understandings with respect to the evaluation of the Song and shall be construed in accordance with the laws of the United Kingdom (excluding its body of law controlling conflicts of law). The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in the United Kingdom and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of the Agreement will remain in full force and effect. The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default. All notices required or permitted under this Agreement will be in writing and delivered by email and in each instance will be deemed given upon receipt. All communications will be sent to the addresses set forth below or to such other address as may be specified by either party to the other in accordance with this Section. Songs for all Seasons: juliereilly1972@gmail.com Contact details and date of agreement (the same day the song is emailed out) to be inserted on pdf copy issued to Participant Participant: Contact details and date of agreement (the same day the song is emailed out) to be inserted on pdf copy issued to Participant Song: Details of Song to be inserted on pdf copy issued to Participant BETA Test Period: Start: Date of agreement as listed above End: 30th June 2025 |
Click I agree to go to the Expression of Interest form
