SMB Subscription Sync License Terms
Effective Date: August 2, 2023
By entering into a subscription to access the Sync Services, you acknowledge that you have read, understood, and agree to be bound by these SMB Sync Terms, and to comply with all applicable laws and regulations. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SYNC SERVICES.
Content: Licensee’s Audio-Visual content incorporating the Track(s).
Permitted Media: Internet and Digital only (websites, youtube, tiktok, instagram, etc).
SMB: Businesses with 250 or fewer employees. If you are an advertising or marketing agency licensing on behalf of a brand, the end-user (brand) must also be a company with 250 employees or less.
Subscription Term: Monthly from date of purchase, until canceled.
Sync Term: (i) Paid Media: For usages in paid Permitted Media, the Sync Term is limited to the Subscription Term. (ii) Organic Media: For usages in non-paid (otherwise known as “organic”) Permitted Media, The Sync Term is in perpetuity and for archival purposes, provided the Content is created and first published or distributed during the Subscription Term
Track(s): Master audio recordings and corresponding underlying Composition (words and music), available through UM’s sync marketplace.
Grant of License. Subject to the terms and conditions in these SMB Sync Terms, UM hereby grants to Licensee the non-exclusive right to use, record and synchronize the Tracks in Content during the Subscription Term, edited or altered for timing purposes only, and any portions thereof, and to broadcast, exhibit, distribute, telecast, publish, publicly perform, and otherwise exploit in the Permitted Media during the Sync Term for the Usages throughout the Territory.
UM also hereby grants to Licensee the right to use the professional name(s) of the recording artist(s) who performed on the Tracks in connection with the Usages in Permitted Media.
You may download Tracks during the Subscription Term in order to try them, but any Tracks that are synced with Content must be specifically licensed through the sync marketplace with details regarding the Content, in order for the license to be effective.
All rights in the Tracks not specifically granted to Licensee herein are expressly reserved by UM or by the respective rights owners.
Non-Exclusivity. All rights granted to Licensee hereunder are granted on a non-exclusive basis.
Subscription Price, Billing Period, and Terms. The Subscription Price, payment options, Billing Period, and other terms and conditions of the subscription to access the sync marketplace are governed by the options offered at checkout and by our Terms of Sale.
UM will allow-list a maximum of one channel/account per social platform (e.g. one tiktok handle, one youtube channel, one instagram account). In order to post content to other channels, you are responsible for including a code we provide in the description or tags of the video so we can identify it.
You may not use the Tracks in any broadcast content such as feature films and TV shows or TV ads, including documentaries, news, sports broadcasts or cartoons or other children’s shows.
You may not use or incorporate the Tracks into any infringing content, or in a manner or context that otherwise violates any rights of anyone associated with the Tracks or of any third party.
You may not use Tracks in connection with illegal, indecent or political content or in connection with any material that is defamatory, inciteful of an illegal act; racist; hateful or discriminating against any person based on for example race, nationality, religion, ethnic identity, gender, gender identity or sexual orientation, encourages violence or use of weapons; or pornography.
You may not use this license to create jingles, theme songs, trademarks, or service marks.
You may not use this license to create a music listening experience, repackage the Tracks or allow third parties to download, reproduce, stream, and/or otherwise sublicense, access or use the Tracks. You may not resell Tracks or associated assets in any way or give the impression that you created the Tracks or assets.
Marketing Rights and Obligations.
- UM: UM and the featured artist of each Track may share and repost the resulting Licensee Content that features the Track on each of their owned and operated online channels (including their social media channels) for editorial, promotional, and commercial purposes in perpetuity.
- Licensee: If the Tracks or any portion thereof are used by Licensee, Licensee shall tag the artist’s social media account and the @unitedmasters social media account, or otherwise credit the artist by name, track title, and “Courtesy of UnitedMasters”. No casual or inadvertent failure to comply with this section shall constitute a material breach of these SMB Sync Terms, provided that Licensee corrects the failure upon notice.
Trademark Rights. Each party grants to the other a limited, non-transferrable, non-exclusive license to use the other’s pre-approved marks during the Term solely for the purpose of fulfilling marketing rights and obligations as set forth in these SMB Sync Terms. Notwithstanding this section, the parties hereby acknowledge and agree that all materials that are owned and/or controlled by one party provided to the other party for the purposes of these terms, are exclusively owned and/or controlled by the supplying party, and the receiving party shall not at any time seek to register, assert, or claim title, interest or ownership in and to such materials or intellectual property rights.
Termination. Licensee may terminate the Subscription Term by canceling the subscription through your account settings. The termination of the auto-renewing monthly subscription shall be effective on the date that you cancel it. The Licensee shall be responsible for any subscription fees or charges incurred up to and including the effective date of termination. The Licensee acknowledges that no refunds or prorated reimbursements shall be issued for any portion of the subscription fee paid for the current subscription period.
Representations and Warranties. Licensee represents and warrants that (i) it has the full power and authority to enter into these SMB Sync Terms; and (ii) any Content incorporating the Tracks will comply with the Use Restrictions set forth above.
Indemnification. Licensee shall indemnify, defend and hold harmless UM and its affiliates, agents, licensees, successors and assigns, from and against any and all third party claims, suits, actions, damages, losses and expenses (including, without limitation, reasonable outside attorneys’ fees) arising directly or indirectly out of or resulting from a breach or alleged breach of its representations or warranties.
Limitation of Liability. IN NO EVENT SHALL UM, ITS AFFILIATES, AND ITS AGENTS, LICENSEES, SUCCESSORS, AND ASSIGNS HAVE ANY LIABILITY UNDER ANY CIRCUMSTANCES WHATSOEVER TO LICENSEE UNDER THESE TERMS. If UnitedMasters is found to be liable, the aggregate liability of UnitedMasters for claims arising under these terms or otherwise shall be limited to the lesser of $100 or the license fees actually paid to UnitedMasters for use of the Sync Services in the time period the applicable Track(s) were used.