LICENSE AGREEMENT (Offer)
This Agreement is an offer (“Offer”) by NINJA MUSIC ltd (124 City Road, London, United Kingdom, EC1V2NX) (hereinafter referred to as “Licensee”), addressed to any legally capable individual (“Licensor”) who fully and unconditionally accepts the terms of this offer under the conditions specified below.
The purpose of this Agreement is to place the Objects, the exclusive intellectual property rights to which belong to the Licensor, on the Licensee’s Website for potential clients (buyers) to preview and listen to.
Moreover, the Licensor guarantees that if any buyer decides to acquire the rights to an Object, a separate agreement will be concluded between the Licensee and the Licensor, under which the Licensor will fully transfer the exclusive intellectual property rights to the Object(s) by all possible means of use, as of the date of the agreement’s conclusion. This transfer will be for the entire duration of such rights and for the territory of the entire world, for the remuneration specified by the Licensor on the Website regarding the Objects.
1. Terminology
In this Agreement, the following terms (when written with capital letters) shall have the following meanings:
1.1. «Agreement» – an electronic agreement between two parties: the Licensee and the Licensor, aimed at establishing or modifying civil rights and obligations as outlined in the terms of this Agreement, and executed in electronic form.
1.2. «Work» – the result of intellectual activity by the respective authors – a musical work with or without lyrics, the title and authors of which are specified by the Licensor in the Notice.
1.3. «Phonogram» – a sound recording of the performance of a work, which includes the concept of the original phonogram and its copies, the title of which is specified by the Licensor in the Notice.
1.4. «Performance» – a previously unrecorded execution of the Work through singing or playing musical instruments, with the title and performer specified by the Licensor in the Notice.
1.5. «Objects» (in both singular and plural) – collectively refer to the Work, Performance, and Phonogram.
1.6. «Image» – a work of visual art (painting, graphics, design, graphic stories, comics, etc.), or a photographic work used for the cover design of the Objects.
1.7. «Exclusive License» – a license granted solely to the Licensee, which excludes the Licensor from using the Objects in the ways specified in this Agreement, and from issuing licenses to other parties to use the Objects in these specified ways.
1.8. «Non-Exclusive License» – does not exclude the Licensor from using the Objects in the ways specified in this Agreement or from issuing licenses to other parties to use the Objects in these specified ways.
1.9. «Rights» – Exclusive and Non-Exclusive licenses for the use of the Objects in the ways specified in clause 2.2. of the Agreement.
1.10. «Notice» – an email sent by the Licensor to the Licensee in accordance with clause 3.4. of the Agreement by completing the form for uploading Objects on the Website at the following link: https://ninjamusic.io/zavantazhyty-pisnyu/. The Notice contains the information and materials specified in clause 3.4. of the Agreement, and its submission is considered the Acceptance of the Offer.
1.11. «Offer» – a proposal from the Licensee, addressed to the Licensor, regarding the conclusion of this Agreement under the terms established in this Agreement.
1.12. «Acceptance of the Offer» – the full and unconditional acceptance of the Offer by the Licensor through the actions specified in the Agreement. By accepting the Offer, this Agreement is concluded in accordance with the terms set forth.
1.13. «Website» – the Licensee’s website, located on the Internet at the following address: https://ninjamusic.io/, where the form for uploading Objects can be found at https://ninjamusic.io/zavantazhyty-pisnyu/. Through this form, the Licensor sends the Licensee a Notice along with copies of the Objects for the purposes specified in this Agreement, in accordance with the procedure and conditions outlined in clause 3.4. of the Agreement.
*The Licensor’s submission of the Notice along with copies of the Objects is considered Acceptance of the Offer and grants the Licensee the Rights to use the Objects.
1.14. «Term» means the period of time that begins from the moment the Parties conclude the Agreement and continues as follows:
- for 14 (fourteen) days from the date the Parties conclude this Agreement – under the terms of the Exclusive License;
- starting from the 15th (fifteenth) day after the Parties conclude this Agreement and for the duration of the intellectual property rights to the Objects – under the terms of the Non-Exclusive License.
1.15. «Territory» means the territory of all countries worldwide.
In addition to the terms specified in this article of the Agreement, other terms used in the text will have the meanings established by the Law of Ukraine “On Copyright and Related Rights.”
2. Subject of the Agreement
2.1. The Licensor grants the Licensee, free of charge, the Rights to use the Objects during the Term and within the Territory in the ways specified in clause 2.2 of the Agreement.
2.2. The Licensee has the right to use the Objects in the following ways:
2.2.1. to reproduce, meaning to create one or more copies of the Objects in electronic form;
2.2.2. to make available to the public – providing access to the Licensee’s Objects to any person from any location and at any time of their choosing via the Internet, including on the Website.
2.3. The Rights specified in the Agreement are considered transferred to the Licensee after the Licensor fulfills clause 3.4 of the Agreement. The Objects, for which Rights are transferred under this Agreement, must meet the technical and other requirements specified on the Licensee’s Website.
2.4. The Rights specified in the Agreement are considered transferred to the Licensee once the Licensor fulfills clause 3.4 of the Agreement. The Objects, for which the Rights are transferred under this Agreement, must comply with the technical and other requirements stated on the Licensee’s Website.
2.5. The Licensor grants the Licensee the right to publish the Images along with the Objects, as well as comments and any other information.
2.6. The Licensor grants the Licensee the right to publish the Images along with the Objects, as well as comments and any other information.
2.7. The Licensor grants the Licensee the right to modify the timing of the Objects. The Licensor understands and agrees that the Licensee’s exercise of this right will not be considered an infringement of the author’s personal non-property rights, such as distortion of the Objects.
2.8. The Parties specifically agree that the failure of the Licensee to indicate the name, pseudonym, or title of the author, performer, or producer of the phonogram when using the Objects in accordance with the terms of the Agreement will not be considered a violation of intellectual property rights.
2.9. The Licensor grants the Licensee the right to place advertising offers for the sale of the Objects via websites, printed materials, advertising clips on television, radio, and other media, as well as by other means. In this case, the Licensee is granted the right to use parts of the Objects (with a duration of no more than 15 seconds) included in such advertisements. The purpose of the advertisement is solely to increase the sales of the Objects through the Site. To implement the right to place advertising offers, the Licensor grants the Licensee the right to sublicense the use of the Objects to third parties.
3. Procedure for Concluding the Agreement
3.1. This Agreement is concluded between the Parties in electronic form, by the Licensor joining the Agreement proposed by the Licensee in full.
3.2. The Licensee’s proposal to conclude the Agreement is posted on the Website at the following link: https://ninjamusic.io/liczenzijna-ugoda/.
3.3. The Licensor is obliged, before accepting the terms of the Agreement, to familiarize themselves with them on the Licensee’s Website via the link specified in paragraph 3.2 of the Agreement.
3.4. If the Licensor agrees with the terms of the Agreement and wishes to accept them, the Licensor must send the Licensee a Notice with copies of the Objects for use under the purpose provided in this Agreement. The Notice is considered sent from the moment the Licensor completes the form for uploading the Objects via the link: https://ninjamusic.io/zavantazhyty-pisnyu/ and uploads the Objects by pressing the «Upload» button. ,
In the Notice, the Licensor is obligated to:
- Specify the name of the Objects and the names (pseudonyms) of its authors, performers, and producers of the Phonogram;
- Indicate the share of property rights to the Objects belonging to the Licensor, specified as a percentage, based on the following:
- The share of property rights is 100% – the Licensor is the owner of the full property rights to the Objects;
- The share of property rights is less than 100% – the Licensor does not fully own the property rights to the Objects;
- Attach copies of the Objects (files) in mp3 format (320 kbps);
- Provide contact details (email address, Telegram account);
- Indicate the sale price (alienation) of the property rights to the Objects that the Licensor wishes to receive;
- Specify the genre and mood of the Work.
Sending the Notice by the Licensor is considered an Acceptance of the Offer and the granting of Rights to the Licensee to use the Objects.
3.5. From the moment the actions specified in clause 3.4 of the Agreement are completed, the Agreement is considered concluded between the Parties.
3.6. This electronic Agreement, concluded under the conditions specified in this Agreement, is considered equivalent to a written agreement in terms of legal consequences.
3.7. In case the Licensor is a citizen of a foreign state or a stateless person, the rights and obligations established by this Agreement and current Ukrainian legislation apply equally to such individuals as to Ukrainian citizens.
3.8. If the Licensor, in the Notification, specifies that they do not hold full proprietary rights to the Objects (the share of proprietary rights is less than 100%), the Licensee has the right to refuse the Licensor in concluding this Agreement by sending a corresponding email to the Licensor’s email address from which they sent the Notification.
4. Guarantees, Limitations, and Liabilities
4.1. The Licensor guarantees the Licensee the following:
4.1.1. The Licensor is the rightful owner of the exclusive property rights to the Objects in full for the Territory and without time restrictions.
4.1.2. The Works do not contain any elements (borrowings) for which rights belong to third parties. When creating the Objects, no samples and/or other fragments of third-party intellectual property were used without their consent, and/or such usage does not prevent the transfer of rights to the Licensee. Under this Agreement, the Licensee is granted the right to use original Works and not any covers, remixes, or other significantly derivative works.
4.1.3. At the time of signing the Agreement, there are no encumbrances or claims from third parties regarding the Objects.
4.1.4. As of the date of the Agreement, there are no agreements or encumbrances that limit the Licensor’s ability to manage the property rights of intellectual property on the Objects.
4.1.5. The execution of the Agreement and the performance of all obligations do not contradict any other commitments taken on by the Licensor.
4.1.6. The Licensor has provided the name(s) (pseudonyms, designations) of all authors of the Work, performers, and producers of the Phonogram.
4.1.7. The Licensor has concluded all necessary agreements with authors, performers, arrangers, sound engineers, recording studios, and other creators and/or rights holders of the Objects or their components.
4.1.8. The Objects and/or their fragments have not been published or placed on any websites, streaming services, or other similar platforms, applications, or services where users can listen to the Objects either paid or for free.
4.2. The Parties acknowledge that the Licensee enters into the Agreement relying on the unconditional validity and truthfulness of the warranties given in this article. The Licensee has the right to terminate this Agreement and/or demand compensation for damages if any of the statements in clauses 4.1.1 – 4.1.8 of this article are found to be fully or partially false, incorrect, or misleading.
4.3. In the event of claims and/or lawsuits brought by third parties regarding violations of their rights caused by the use of protected intellectual property objects in the creation of the Objects, the Licensor is obliged to settle such claims and/or lawsuits at their own expense. In the event that the Licensor refuses to participate in settling such claims or refuses to satisfy such claims and/or lawsuits at their own expense, the Licensee shall have the right to independently settle the claim and/or lawsuit, and the Licensor will be unconditionally and indisputably obliged to reimburse the Licensee for all expenses incurred by the latter in connection with such claims and/or lawsuits.
4.4. The Licensor is obliged to refrain from any actions that could complicate or make impossible the exercise by the Licensee of the non-exclusive right transferred to them under this Agreement.
4.5. The Licensee is not obliged to provide the Licensor with reports on the use of the Objects.
4.6. The Licensor is obliged, upon the first request of the Licensee, to provide the Licensee with copies of the contracts specified in clause 4.1.7.
5. Withdrawal of Objects
5.1. The Licensor has the right to withdraw the Objects from the Licensee after the end of the Term of the Exclusive License by sending a letter to the Licensee’s email address [email protected] from the email address provided by the Licensor in the Notification. The Licensor is obliged to provide all the necessary information about the Objects for withdrawal (information in accordance with clause 3.4 of the Agreement) and to include hyperlinks to the Objects. Provided the Licensor specifies all the required information about the Objects, the Objects will be considered withdrawn from the Licensee within 5 (five) business days from the date of the Licensor’s request for withdrawal, subject to the expiration of the Term of the Exclusive License.
5.2. The Parties specifically agree that the Licensor is obliged to withdraw the Objects in case they intend to transfer exclusive rights to the Objects to a third party without using the Licensee’s Site. That is, the Licensor has the right to transfer exclusive rights to the Objects to third parties only after the withdrawal of the Objects from the Licensee, in accordance with clause 5.1 of the Agreement and only after the expiration of 5 (five) business days, during which the Licensee processes the withdrawal.
5.3. The Licensee has the right to immediately, without explanation and/or in connection with any violation of the terms of the Agreement by the Licensor, withdraw the Objects from the Site.
6. Circumstances that Exempt from Liability
6.1. The Parties are exempt from liability for failure and/or improper fulfillment of obligations under this Agreement due to the occurrence of force majeure circumstances, such as the adoption of normative legal acts by government authorities that significantly impede the fulfillment of the Agreement, earthquakes, floods, fires, typhoons, hurricanes, military actions, mass diseases (epidemics, epizootics), and other similar circumstances that are beyond the control of the Parties (hereinafter referred to as “Force Majeure Circumstances”).
6.2. The Party affected by Force Majeure Circumstances is obliged to notify the other Party of this within five (5) days from the occurrence of such circumstances.
6.3. In cases of Force Majeure Circumstances, the period for fulfilling the Parties’ obligations under this Agreement is extended proportionally to the time during which such Force Majeure Circumstances and/or their consequences last.
6.4. The Party relying on the effects of Force Majeure Circumstances must provide a document confirming such influence, issued by a competent state body or the relevant chamber of commerce or its branch.
7. Personal Data
7.1. The Parties hereby give their consent to the collection, processing, and storage of personal data: name, surname, patronymic, date of birth, passport data, identification number, telephone number, email, data regarding the place of residence, as well as other data voluntarily provided by the Party for the purpose of ensuring the fulfillment of relations arising from this Agreement.
7.2. The Parties undertake, in accordance with the requirements of Ukrainian legislation in the field of personal data protection, to ensure the proper protection of personal data from unlawful processing and unauthorized access, including taking necessary measures to prevent the disclosure of personal data to unauthorized persons. These personal data were entrusted to or became known to the Parties in connection with the performance of obligations under this Agreement.
8. Final Provisions
8.1. The Agreement enters into force from the moment it is signed and remains in effect for the Duration.
8.2. This Agreement may be terminated by either Party in accordance with the procedures specified in this Agreement and the applicable laws of Ukraine. The Licensee has the right to terminate the Agreement by notifying the Licensor of such termination 5 (five) business days before the intended termination date by electronic mail. The Licensor has the right to terminate the Agreement by notifying the Licensee of such termination 5 (five) business days before the intended termination date by electronic mail, but only after the end of the Term of the Exclusive License. The notification of termination from the Licensor is sent from the email address specified by the Licensor in the Notification.
8.3. If any provision of this Agreement is found invalid (null and void) or illegal under applicable legislation, all other provisions of the Agreement shall remain in force as if such a condition were separated from the Agreement and did not form part of it. If any provision of the Agreement is deemed invalid, the Parties undertake to amend the Agreement accordingly (without reviewing the core terms and provisions of this Agreement) to achieve a result as close as possible to the original intention of the Parties.
8.4. In the event of disputes between the Parties concerning the Agreement or its validity or interpretation, the Parties must attempt to resolve such disputes through negotiation.
8.5. This Agreement is concluded in electronic form, signed by the Licensee’s acceptance of the Offer and the Licensor’s actions in accordance with the procedure and under the conditions set out in clause 3.4 of this Agreement.
