LITTLE MONSTER MEDIA: LICENCE TERMS & CONDITIONS

These are the terms & conditions agreed to when purchasing a Little Monster

Media package

This agreement governs the use of various sound libraries and recordings owned or

licensed by Little Monster Media Ltd. It is an agreement between Little Monster Media

Ltd, (“us” or “we”) and the licensee (“you”) for a package of production effects, pieces of

music, elements, artist voice recordings, or other related works we may offer from time

to time (“the Package”) for broadcast or making available (as applicable) (i) on a single

radio station, TV station, website, podcast, advertisement, sponsorship, or programme,

or (ii) uses specific to a Podcast Kit, as set out at clause 4 (“Medium”) you indicate on

the order form during checkout. We reserve the right at any time to charge you a

reasonable increase on the Price if we become aware: (a) that the Package is being used

in or on Mediums not indicated on the order form; or (b) the Medium/s indicated,

include repeats or related services. Except for our Podcast Kits (set out in clause 4

below), our Packages are only available to individuals and companies using them in the

course of their trade or business. If you want to obtain one of our Packages for your

personal or private use, please contact us to discuss your requirements.

The terms of our agreement are as follows:

1. Licence.

In consideration of the payment and subject to clause 7 (Termination), we grant you a

non-exclusive, non-transferable licence to use the Package from the date we provide

you with access to the Package for use on your selected Medium [for a period of [x]]

[indefinitely], in the territories identified in any ‘permitted territorial use’ information

provided with the Package. You may make backup copies of the Package as necessary

for your lawful use, and you shall record the number and location of all copies of the

Package and take steps to prevent unauthorised copying. Except as provided in this

agreement, you are not permitted to share or sub-license the Package to others, and

may not assign or novate the benefit or burden of this licence in whole or in part. You

must notify us as soon as you become aware of any unauthorised use of the Package by

any person. This licence is for all media production pertaining to the licensee’s Medium,

subject to the rights of the United Kingdom’s Performing Rights Society (PRS) or, where

applicable, the relevant affiliated international performing rights organisation, society

or societies.2.Payment.

The cost of the licence is the sum indicated (in sterling) or as agreed directly before

purchase (the “Price”). The Price excludes VAT and you are responsible for any and all

taxes, duties, rights clearance fees and other payments of any kind associated with use

of the Package on the Medium that may be applicable in any country in which you may

be established or do business, including through the broadcast or performance of the

Package. You agree to keep an accurate record of any royalties you receive from use of

the Package and agree to provide this record promptly on request. Upon your request

but at our discretion, we may agree with you that you do not need to keep these

records. All payments you make under this agreement (except any deduction or

withholding which is required by law) shall be paid free and clear of any deductions or

withholdings for, or on account of: (a) tax; (b) set-offs; or (c) counterclaims. For any

deduction or withholding required by law, the sum payable by you required under this

deduction or withholding shall be increased to the extent necessary to ensure that,

after making such deduction or withholding, we receive and retain (free from any

liability in respect of the deduction or withholding) a net sum equal to the sum we

would have received if no such deduction or withholding had been made or had been

required to be made. If we subsequently receive a credit for the deduction or

withholding, we shall immediately pay the amount of your credit. A credit shall only be

deemed to be received by us if it has relieved us of a present obligation to pay tax.

3.Medium details. You must accurately indicate to us on the form during checkout the

name and type/s of the Medium that you will be using the Package on.

4. Podcast Kit Packages.

We offer the following Podcast Kit Packages:

a) “Personal Podcast Kit” which may be used:

• in an educational, a charitable or non-profit, or a private podcast (each a Medium);

and

• in podcast demonstrations and promotional reels (audio only), in unsponsored

personal web and social media promotions of a podcast, at personal events (such as

weddings), and at other small-sized events with not more than 250 attendees (together

are a Medium);b) “Pro Podcast Kit” which may be used:

·for the same purposes as the Personal Podcast Kit in addition to business use, such as

in a podcast created for third parties as a service, in a corporate podcast, in an internal

communication or a training podcast for businesses (each a Medium); and

·in video productions based around the podcast including promotional videos,

marketing of a podcast on sites such as YouTube and TikTok, and at medium-sized

events with not more than 500 attendees (together are a Medium); and

c) “Elite Podcast Kit” which may be used:

• for the same purposes as the Personal and Pro Podcast Kits, in addition to use in a

monetised, commercial, or sponsored podcast, in a TV, a film, a radio, or other

broadcast, in a game (such as video or arcade), or in an advertisement, a commercial

stream, a sponsorship, or other paid for marketing (each a Medium); and

• at large-sized events with more than 500 attendees (are a Medium).

To be clear, each Podcast Kit can only be used on one Medium, for example, if it is used

in a podcast, it can be used in multiple episodes of that podcast, but cannot be used on a

different podcast. You will need to purchase another Podcast Kit to use it on another

podcast.

5. Access.

Upon receipt of payment we will provide you with immediate access to a digital

download of the Package.

6.Ownership.

You acknowledge all intellectual property rights in the Package and the accompanying

documentation belong to us or the relevant third party owners (as the case may be), and

that you will have no rights in or to the Package other than in accordance with this

agreement. The words “intellectual property rights” include (but are not limited to)

copyright and related rights, design rights (registered or unregistered), trade marks

(registered or unregistered), service marks, trade names, rights in domain names, rights

in get-up, goodwill and the right to sue for passing off or unfair competition, rights in

computer software, database rights, rights to preserve the confidentiality of

information (including know-how and trade secrets), and other similar rights, including

all applications for (and rights to apply for and be granted), renewals or extension of……and rights to claim priority from, such rights and all similar or equivalent rights or

forms of protection which subsist or will subsist, now or in the future, in any part of the

world.

7.Restrictions on use, registration, clearances.

You may not change, amend or develop the Package in any way without our prior

written consent. You shall comply with all applicable laws in performing your

obligations and exercising your rights under this agreement. You shall obtain, at your

own cost, all clearances, consents and provisions (including from any relevant

authorities, collecting societies and other relevant third parties) that are required in

connection with your exploitation of the Package, and shall pay any applicable fees and

royalties to any relevant collection societies in accordance with their rules. You agree

that, where applicable, you will log each performance or broadcast on the Medium

containing the Package with the registered performing rights organisation, society or

societies – in the jurisdictions in which you use it (for example the Performing Rights

Society in the UK, Irish Music Rights Organisation in Ireland, The BUMA Association

and The STEMRA Foundation in The Netherlands, American Society of Composers,

Authors and Publishers in the USA, Australian Prudential Regulation Authority in

Australasia and The Society Of Composers Authors and Music Publishers of Canada in

Canada. Usage details to be logged with your relevant performing rights are included as

a PDF. You warrant that your use of the Package: (a) will not be defamatory, libellous,

obscene, or otherwise unlawful; and (b) will not violate any applicable law, statute,

regulation, or applicable code or practice.

8.Termination.

Without affecting any other right or remedy available to it, either party may terminate

this agreement with immediate effect by giving written notice to the other party if the

other party commits or is reasonably suspected to have committed a material breach of

any term of this agreement.

On termination, all rights granted to you shall cease and you must immediately stop

using the Package and delete it and all copies of it from your possession, custody or

control, including the Mediums.9.Updates to the Package and dealing with claims.

We may require the removal of, or editorial revisions to, the Package licensed under

this agreement at any time. You agree to effect that removal or editorial revisions as

soon as possible and in any event within 30 days of receipt of the request. Each of you

and us shall promptly notify the other of any actual or suspected infringement of the

Package within any jurisdiction that it is licensed for use that comes to its attention.

You shall co-operate fully with us by taking all steps required by us (in our sole

discretion) in connection with any such infringement, including, without limitation, legal

proceedings in our name or in the joint names of you and us. We shall be responsible for

the cost of any legal proceedings we require, and entitled to any damages, account of

profits and/or awards of costs recovered. If any claim is made against you regarding

your use of a Package, we may at our option and expense: (a) procure for your

continued right to continue to use the Package (or any part thereof) in accordance with

the terms of this agreement; (b) modify the Package so that it ceases to be infringing; (c)

replace the Package with non-infringing software; or (d) terminate this agreement

immediately by notice in writing (including email). Any modifications or replacements to

the Packages shall be subject to this agreement.

10.Limitation of liability.

To the extent permitted by law, we will not be liable to you for any loss or damage of

any kind suffered by you as a result of your receipt or use of the Package, whether

under contract, tort (including negligence), or otherwise, including but not limited to

lost profits, loss of business opportunity, loss of goodwill, loss of revenues, loss or

corruption of data, financial losses, or indirect, special, consequential losses, or

exemplary or punitive damages. You indemnify us against all liabilities, costs, expenses,

damages, and losses we suffer arising out of or in connection with your breach of these

terms.

11. No warranties.

Packages are provided “as-is” and all conditions, warranties or other terms which might

have effect between the parties or be implied or incorporated into this agreement or

any collateral contract, whether by statute, common law or otherwise, are excluded,

including implied conditions, warranties or other terms as to satisfactory quality,

fitness for purpose or the use of reasonable skill and care. We do not warrant that the

receipt or use of the Package will be uninterrupted, error-free, non-infringing, or that it

will meet your needs or expectations.12. Entire agreement.

This agreement contains the entire agreement and understanding between us for our

making available and your use of the Package and supersedes all prior and

contemporaneous agreements, understandings, inducements and conditions, express or

implied, oral orwritten, of any nature whatsoeverwith respect to our making available

and your use of the Package.

13. Severance.

If any provision or part-provision of this agreement is or becomes invalid, illegal or

unenforceable, it shall be deleted, but, to the extent permitted by law, such deletion

shall not affect the validity and enforceability of the rest of this agreement.

14. No third-party rights.

A person who is not a party to this agreement shall not have any rights under the

Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

15. Governing law and jurisdiction.

This agreement is governed by English law and we both agree that the courts of England

and Wales have exclusive jurisdiction to settle any dispute arising from or connected

with this agreement.