Syncable - License music from artists & top composers for your online video

Subscription and Terms of Use

Syncable is a digital and dedicated sync platform offering smart matchmaking services for online synchronization of music with videos. On our digital platform You will be able to find Syncable Music in our music library which can be used for video editing and synchronization by subscribing for a Syncable License for the purpose of exploitation of online videos only.

These Terms of Use are applicable to the use of our digital platform and, upon Syncable Subscription, to any and all forms of use by You of the Syncable Music under the Syncable License.

Definitions

In these Terms of Use, the following terms are defined as stated below:

Syncable License: shall mean the license in order to grant You the right to use the Music, on a track by track basis, for video editing and synchronization set forth in these Terms of Use for the purpose of exploitation of online videos only.

Syncable Music: shall mean the music which is available to You on our Platform, on a track by track basis.

Syncable Subscription: shall mean a subscription by You in order to obtain a Syncable License.

Video: shall mean the creative results/materials in the form of an online video following the video editing and synchronization of Syncable Music under the Syncable License, amongst others online videos (e.g. YouTube, Vimeo), online corporate videos, websites, online apps, online games, web promos, social media videos, online commercials, online movies and other online motion pictures.

We: Syncable, a company organized under the laws of the Netherlands.

You: shall mean yourself or your business entity. For an employee or owner acting on behalf of a company, that company.

1. The Syncable Subscription

1.1 In order to browse through our library of Syncable Music, You must subscribe to our digital platform by registering on our website at www.syncablemusic.com. Under your Syncable Subscription you will be able to obtain a Syncable License for the specific use of the Syncable Music, on a track by track basis, for the purpose of video editing and synchronization in order to create a Video for the purpose of online exploitation only.

1.2 Once You have subscribed and have been granted a Syncable License, You can pick and choose (and download) via our digital platform the selected Syncable Music for the purpose of video editing and synchronization in order to create a Video for the purpose of online exploitation only.

1.3 We have capped the Syncable Music on a maximum of 20 tracks per day. If You want to download more than 20 tracks from the Syncable Music, You will have to wait until the following calendar day to do so.

1.4 We offer You two types of the Syncable Subscription:

1.4.i Under the first type of subscription plan, You will be granted a Syncable License in order to use Syncable Music in Your Video with views up until the number of 250.000 (two hundred and fifty thousand) per Video.

1.4.ii In principal, currently it is not yet possible to use Syncable Music in a Video with more than 250.000 views.

1.4.iv After your Video reaches the maximum number of views of your Subscription and/or if You and/or your client is willing to use the Syncable Music and/or Your Video in another way without coverage of the Syncable License, You will have to obtain an additional license to be agreed upon with our licensor(s) , all in good faith and under fair and reasonable conditions. Upon your request, we could assist You in obtaining such additional license.

1.4.v We will measure the relevant views of your Video in order to establish the actual number of views. The results of our measurement are binding.

1.5 We will charge You on a three monthly basis a fixed subscription fee for your Syncable Subscription. This subscription fee depends on the specific type of Subscription plan You subscribe for.

1.6 The Syncable Subscription is valid for at least three months and will be extended on a monthly basis unless You terminate your Syncable Subscription through our Syncable website or via email. Upon termination You can make use of your Syncable Subscription until the end of the relevant calendar month (for which You have paid your monthly subscription fee).

1.7 We may need to change our Subscription plans or Subscription fees from time to time. However, We will not do so without letting You know in writing, at least 30 days in advance of any such change, and without offering You the possibility to terminate your Syncable Subscription if You don’t agree to such changes.

2. The Syncable License

2.1 The Syncable License grants You the non-exclusive, commercial, worldwide license to make use of the selected Syncable Music in the Video, on a track by track basis, for the purpose of video editing and synchronization in your Video and the online exploitation of that Video only.

2.2 The Syncable License is limited to the online use of Syncable Music, on a track by track basis, as infrangible part of your Video, which must be a single application (one video). This means i You are allowed to synchronize the Syncable Music with an audio-visual work, to create one Video that incorporates the (parts of) Syncable Music and that is not allowed to use (parts of) Syncable Music apart from your Video and/or through any other means of exploitation, of whatever nature, other than in Your online video productions, such as audio broadcast.

2.3 You are furthermore allowed to modify, expand, adapt and make any arrangements of the selected Syncable Music for the purpose of video editing and synchronization in your Video and the online exploitation of that Video only.

2.4 The Syncable License is granted only to You as a user of our digital platform who has a valid Syncable Subscription and obtained for such license. To clarify, this also covers the use of Syncable Music in an online Video which You produce for a client, but only as long as the Syncable Music is used solely in the online Video you produced. If the Syncable Subscription You use is held by your company, employer or business partner, the Syncable License only covers the use of Syncable Music in video productions of the company, employer or business entity as such.

2.5 You are aware of the fact that public performance rights exercised by collecting societies (e.g. Buma/Stemra, PRS) are not included with the Syncable License. Nothing in this Syncable License must be deemed a waiver of any rights and fees of collecting societies. This means that If the rightful owner of the selected Syncable Music is a member of such a collecting society and/or the selected Syncable Music is registered with such a collecting society, and the Video will be publicly performed or broadcasted, then You and/or your client may need to obtain additional performing rights from such a collecting society and be subject to additional fees which are collected by that collecting society. However, if the rightful owner of the selected Syncable Music is not a member of such a collecting society and/or the selected Syncable Music is not registered with such a collecting society, such Syncable Music is generally not subject to additional fees, but it is your own responsibility and/or the responsibility of your client as user(s) and licensee(s) to pay any performing rights fees that may apply in your country, which will depend on the rules of the relevant national collecting society, the relevant national laws, and the actual use of the Syncable Music by You and/or your client.

2.6 You can only use the Syncable Music for lawful purposes. You are thus not allowed to infringe the rights of third parties and/or to use (parts of) the Syncable Music in videos that display or incite any form of defamation, violence, pornography, obscenity or racism. This also includes videos which embody elements of discrimination based on gender, religion, race, sexual orientation and preferences. As well as any form of endorsement compromising personal security, invasion of privacy or other offensive content.

2.7 The Syncable License and/or the Syncable Subscription may be terminated by Syncable if You (threat to) violate any of the above and/or if You are in breach with these Terms of Use, to be established in our sole and reasonable discretion. In case we terminate your Syncable License or Syncable Subscription You must immediately cease and desist the making available to the public and other, further use and exploitation of the Syncable Music (or make sure any third party under your responsibility will do so, including your client).

2.8 You agree to indemnify and hold harmless Syncable and our licensors against any and all liability and any and all damage or loss of whatever nature arising from the use and exploitation of your Video hereunder, including any reasonable legal assistance costs, as well as a result of breach of contract and/or non-compliance (otherwise) under these Terms of Use.

3. Usage restrictions

3.1 By obtaining a Syncable Licernse, You might have to agree to specific exclusions (if any) of use from our licensors with regard to (parts of) the Syncable music selected by You. You represent and warrant that You and your client shall at all times comply with such specific exclusions of use from our licensors.

3.2 You cannot claim ownership of (parts of) the Syncable Music, whether it’s in original form or altered under the Syncable License (e.g. through applying “ContentID” or similar systems to the Syncable Music in your Video). Thus, You will not acquire any rights in or to (parts of) the Syncable Music or derivative works therefrom except as specifically set forth in these Terms of Use. All rights, title and interest in and to the works, recordings and/or performances that are part of the Syncable Music shall remain with Syncable and/or its licensor(s), and/or shall vest in Syncable and/or its licensor(s). In this respect, if necessary, upon first request of Syncable You will cooperate in all formalities related to an assignment of rights, amongst others by signing a deed or other documents.

3.3 You are not allowed to re-distribute (parts of) the Syncable Music as musical items, as stock, in a tool or template, or with source files. You are not allowed to do this with (parts of) the Syncable Music either on its own or bundled with other music (such as an audio compilation), and even if You modify the music. You are not allowed to re- distribute (parts of) the Syncable Music as-is or with superficial modifications. These things are not allowed even if the re-distribution is for free.

3.4 You are not allowed to use (parts of) the Syncable Music in applications allowing an end user to customize a digital or physical product to specific needs, such as “on demand”, “made to order” and “build it yourself” applications. You may use (parts of) the Syncable Music in these ways only if You purchase a separate license from the relevant rightful owner(s) for each final product created using (parts of) the Syncable Music.

3.5 You must not permit your client to extract the selected (parts of) the Syncable Music from your Video and use it separately from that Video and/or to use the Video other than in an online environment.

4The Syncable Platform

4.1 We will make reasonable efforts by taking (technical) security measures in order to secure our digital platform against possible illegal use of the Syncable Music. You are not allowed to (try to) get around such measures, either directly or indirectly.

4.2 If and as soon as Syncable is known with the fact that third parties are infringing or might infringe upon copyrights, neighbouring rights and/or other intellectual property rights pertaining to the selected Syncable Music, We will inform You immediately. Syncable decides at its own reasonable discretion to take (legal) measures against (possible) infringement(s) upon the said rights. You will provide your reasonable cooperation in order to stop the infringement(s) upon reasonable request of Syncable.

4.3 We have activated a so-called Take Down Notice Policy (TDNP) on our digital platform via which third parties could file for a claim based on (alleged) infringement of intellectual property rights related to the Syncable Music and/or artwork provided by our licensors. In case of such claim, We will notify You immediately. Syncable shall be entitled to withdraw (parts of) the Syncable Music in case of TDNP immediately, without being liable to You and/or your client, for any and all damages. Clause 4.2 applies to such TDNP.

5. General

5.1 In case You should have your own set of Terms and Conditions, We hereby declare such Terms and Conditions inapplicable.

5.2 Syncable is allowed to make changes to these Terms of Use and will always give You notice of such changes in writing.

5.3 These Terms of Use are governed exclusively by the laws of the Netherlands. All disputes arising from or relating to these Terms of Use shall be exclusively referred to the competent court in Utrecht (Midden-Nederland).

Utrecht, The Netherlands, dated May 23 2018.