End User License Agreement
Who are we?
We are Lickd Ltd (āwe/us/ourā). We are a company registered in England and Wales under company number: 10415210.
Our registered office is at: 3rd Floor 114a Cromwell Road, London, United Kingdom, SW7 4AG.
Our VAT number is: 267716391
We are a digital platform which licenses music to online content creators for the purpose of using such music in conjunction with their own original content.
We work closely with the music industry, including the owner(s) of the copyrights in the Recording and Composition (āContent Ownersā), to secure the rights you need to use commercial music in conjunction with your online content. We take care of clearing all the necessary usage rights and paying the appropriate parties.
If you donāt understand any of this contract and want to talk to us about it, please contact us by email to hello@lickd.co.
YOU MUST NOT PLACE AN ORDER TO PURCHASE TRACKS IF YOU ARE A CONSUMER WITHIN THE MEANING OF THE CONSUMER RIGHTS ACT 2015.
1. Introduction
1.1. Where words within these terms and conditions are capitalised within a sentence, it means they are terms further defined in Schedule 1.
1.2. If you choose to purchase a licence to use Tracks through the Website, you agree to be legally bound by these Terms and Conditions.
1.3. When placing an Order for any Tracks you also agree to be legally bound by:
1.3.1. our website terms and conditions of use https://lickd.co/terms-and-conditions; and
1.3.2. extra terms which may add to, or replace some of, this contract. This may happen for security, legal or regulatory reasons, for example. We will contact you to let you know if we intend to do this; and
2. Your privacy and personal information
We will collect and process your personal data in accordance with the terms of our Privacy Policy, available here https://lickd.co/privacy-policy
3. Ordering Tracks from us
3.1. Below, we set out how a legally binding contract between you and us is made.
3.2. You place an Order for a Track by adding that Track to your basket, paying via a credit or debit card and submitting the Order by pressing the āCompleteā button. Please read and check your Order carefully before submitting it. However, if you need to correct any errors you can do so before submitting it to us. In any event, before you place your Order you must check that the hardware and software requirements of your computer or device mean that you can download the Track.
3.2.1. When you place your Order at the end of the online purchase process, we will acknowledge it by email. This acknowledgement does not, however, mean that your Order has been accepted.
3.2.2. We may contact you to say that we do not accept your Order for a Track. This may be because:
(a) the Track is unavailable;
(b) we cannot authorise your payment;
(c) you are not allowed to licence the Track from us;
(d) we are not allowed to licence the Track to you; or
(e) there has been a mistake on the pricing or description of the Track.
3.2.3. We will only accept your Order when we email you to confirm this. At this point:
(a) a legally binding contract will be in place between you and us; and
(b) you may download the Track by pressing the āDownloadā button.
4. No right to cancel this contract once downloading starts
Once we accept your Order for a Track you have no right to cancel this contract once the downloading of the Track starts.
5. Permission to use the Track
5.1. When you place an Order for a Track and download it (see clause 3.2.3(b)), you will not own it. Instead we give you permission to use it (also known as a ālicenceā) for the Permitted Use and for the Term detailed in Schedule 2, in accordance with these Terms and Conditions.
5.2. You must not use the Track for any purposes detailed in the Restricted Uses at Schedule 2. To the extent that such Tracks are used in connection with any Restricted Uses and/or otherwise used outside the scope of the Permitted Use or once the License is terminated, such use may result in Content Owners having a right to take legal action against you, which may result in you being liable to the Content Owner and/or third parties for damages and other legal remedies.
5.3. You must include a clearly eligible and visible attribution to the rights owner (as detailed in āAttributionā in the cover sheet) when communicating the Track to the public.
5.4. Permission to use the Track:
5.4.1. is personal to you and you can use it for the Permitted Use only
5.4.2. is non-exclusive to you. We may supply the same or similar Track to other users;
5.4.3. may be used in connection with a single piece of original Content only, and you hereby acknowledge that you must obtain a separate licence for using the Track for any purpose outside of the Permitted Use;
5.4.4. may not be:
(a) copied by you except for the Permitted Use;
(b) changed by you (which means, in particular, that you are not allowed to remix or alter the Track as downloaded);
(c) combined or merged with any other music Track;
(d) distributed or sold by you to any third party;
(e) used in conjunction with any other Content or materials that you do not have permission to use;
(f) used in conjunction with Content hosted on any other platform
5.4.5. is owned by us or third parties or both. You must not conceal, change or remove any markings which shows who owns the Tracks, such as copyright (Ā©) markings.
5.5. You will not obtain any rights of ownership in the Track or in any copies of it.
5.6 This license must be used within 6 months of the date of license purchase. Lickd will not be bound to release claims on a video uploaded after this date under the following circumstances:
(a) if the track is no longer available on our platform
(b) if the ownership of the track has changed such that we cannot release the claim
(c) if the rate card of the channel has changed
If none of the above is applicable, the claim release will be honoured as expected.
6. Download
6.1. Once you have clicked on the āCompleteā button and received the confirmation email from us (see clause 3.2.3) you will be given the option to download the Track through the My Account section of the Website.
6.2. If something happens which:
6.2.1. is outside of our control; and
6.2.2. affects you being able to download the Track,
we will let you download the Track at a different time. If your computer or device blocks the download of the Track, you may still have the right to cancel the contract as detailed in these Terms and Conditions.
7. Payment
7.1. We will do all that we reasonably can to ensure that all of the information you give us when paying for the Track is secure by using an encrypted secure payment mechanism. However, in the absence of negligence on our part, any failure by us to comply with this contract or our Privacy Policy (see clause 2) or breach by us of our duties under applicable laws we will not be legally responsible to you for any loss that you may suffer if a third party gains unauthorised access to any information that you give us.
7.2. The Fee will be as determined on the basis of the Average Video Views.
7.3. Your credit or debit card will be charged the Fee before the Track is available for download.
7.4. All payments by credit card or debit card need to be authorised by the relevant card issuer.
8. Cancellation and quality of the Track
8.1. You may not cancel your Order for a Track once the Order has been accepted by us in accordance with clause 3.2.3.
8.2. We confirm that the Track must also:
8.2.1. be of satisfactory quality;
8.2.2. be fit for purpose; and
8.2.3. match the Trackās sample available on the Website prior to download.
8.3. We must provide you with a Track that complies with your legal rights. This means that, at our sole option replace the Track, or refund any payments made for the Track, if it does not comply with clause 8.2.
8.4. In order to benefit from any right to a replacement refund under clause 8.3, you must send an email to hello@lickd.co within seven (7) days of your Order being accepted explaining why the Track does not comply with your legal rights.
8.5. When we supply the Track:
8.5.1. we will use all reasonable efforts to ensure that it is free from defects, viruses and other malicious content;
8.5.2. we do not promise that it is compatible with any third party software or equipment except where we have said that it is in the guide to its use or on our website; and
8.6. To assist in reducing the risk of the Track being faulty, you must:
8.6.1. install any fixes, updates, and new file versions as soon as reasonably possible after we tell you that they are available to be downloaded; and
9. Third Party Rights
9.1. Content Owners and its Affiliates have the right to enforce their legal and beneficial rights in the Track directly against you, as third party beneficiaries.
9.2. The rights granted in this Agreement are subject to all the restrictions and limitations which apply to Content Owner or its Affiliates with regard to any Content as notified to you by Lickd by or on behalf of Content Owner, including the territorial and contractual restrictions relating to specific Tracks. You covenant and agree to adhere to those restrictions and limitations when we inform you.
9.3. We have the right to refuse any Order if the Licensed Channel appears on the Content Owner(s)ā and or Lickdās blacklist. The Content Owner(s) or Lickd may update its blacklist from time to time at its sole discretion.
10. Termination
10.1. Lickd may automatically terminate these Terms and Conditions on your breach of a material term of this Agreement.
10.2. If your video achieves views equal to or higher than 3x your average video viewership (must exceed 500,000 views) within the first 30 days of your content being made public, Warner Music Group (WMG) have the āoptionā to request you re-license the track. WMG also retain the āoptionā to reclaim the video.
11. End of the contract
11.1. If these Terms and Conditions are terminated, it will not affect our right to receive any money which you owe to us under this contract.
11.2. Termination of these Terms and Conditions cancels the permission to use the Track prospectively from the date of termination. Accordingly, for the avoidance of doubt and without limitation, this will entitle Content Owners to make a claim on the relevant Content on the Licensed Channel.
11.3. You agree not to contest any of the matters stated in clause 10 above and in this clause 11.
12. Limitation of Liability and Indemnity
12.1. Except for any legal responsibility that we cannot exclude in law or arising under applicable laws relating to the protection of your personal information, we are not legally responsible for:
12.1.1. any losses suffered by you as a result of Lickd enforcing its rights under this Agreement;
12.1.2. any losses suffered by you as a result of you failing to upload any Content to the Licensed Channel as āUnlistedā;
12.1.3. losses that were not an obvious consequence of our breach of these Terms and Conditions, or losses that were not contemplated by you and us at the time of you placing the Order (i.e. losses which were not foreseeable);
12.1.4. losses that were not caused by any breach on our part;
12.1.5. business losses (such as loss of profit, business, sales, goodwill or revenue); and
12.1.6. losses to non-consumers.
12.2. For the avoidance of doubt, the exclusion of liability contained in clause 10.1 will apply even if such losses or damage suffered by you results from a virus or other technologically harmful material that has infected your computer equipment, computer programs, data or other proprietary material; any consequential, incidental, punitive or special loss or damage whatsoever, whether or not such loss or damage arises directly or indirectly and whether or not of the type described in, regardless of whether any action or claim is based on contract or in tort (including negligence) or any other legal theory of liability.
12.3. In the event that your unlawful use of the Track, and/or use of the Track in breach of these Terms and Conditions (including, but not limited to, using the Track for purposes other than the Permitted Use), results in us suffering any direct, indirect, incidental, punitive or consequential loss, damage, claim, liability, costs (including reasonable legal fees) or expenses (āLossesā), you hereby agree to indemnify us in full against all such Losses.
13. Disputes
13.1. We will try to resolve any disputes with you quickly and efficiently.
13.2. If you are unhappy with the Track, our service to you, or any other matter, please contact us as soon as possible via hello@lickd.co
13.3. If you and we cannot resolve a dispute using our internal complaint handling procedure, we will:
13.3.1. let you know that we cannot settle the dispute with you; and
13.3.2. give you certain information required by law about our alternative dispute resolution provider.
14. General
14.1. General. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement. Nothing in these Terms purports to limit or exclude any liability for fraud.
14.2. Variation. No variation of these Terms and Conditions shall be valid or effective unless it is in writing, refers to these Terms and Conditions and is duly signed or executed by, or on behalf of the parties.
14.3. Assignment. You may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without our prior written consent, (such consent not to be unreasonably withheld or delayed).
14.4. Set off. We shall be entitled to set-off under the Terms and Conditions any liability which we have to you under the Terms and Conditions. You shall pay all sums that you owe to us under the Terms and Conditions without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.
14.5. No partnership or agency. The parties are independent persons and are not partners, principal and agent or employer and employee and the Terms and Conditions do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other partyās behalf.
14.6. Severance. If any provision of these Terms and Conditions (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Terms and Conditions shall not be affected, and the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
14.7. Waiver. No failure, delay or omission by the parties in exercising any right, power or remedy provided by law or under the Terms and Conditions shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
14.8 Third party rights. A person who is not a party to these Terms and Conditions shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.
14.9. Governing law. The Contract and any dispute or claim arising out of, or in connection with, it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England.
14.10. Jurisdiction. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, the Contract, its subject matter or formation (including non-contractual disputes or claims).
Schedule 1 ā Definitions
The terms below shall have the following meaning when used in these Download Terms:
āAffiliateā means any entity that directly or directly controls, or is controlled by or is under common controller, with another entity;
āAverage Video Viewsā means the mean average number of views of your last 50 videos on the Licensed Channel which is calculated automatically by us just prior to a licence for the Recording being granted to you and in accordance with the following: the total aggregate number of views for your last 50 videos on the Licensed Channel, less (i) the 2 videos (within those 50 videos) with the most views which are not also the most recent two videos and (ii) the 3 videos (within those 50 videos) with the least views), divided by 45
āContentā means audiovisual content into which you are incorporating the Track(s);
Composition - means the underlying musical composition and lyrics in the Recording
āFeeā means the applicable fee for the Order, as indicated when completing the order process on the Website;
āLicensed Channelā means the platform through which the Content is displayed to the public, as identified on the cover sheet;
āLyric Videoā means a video which includes a visual representation of a songās lyrics (or lyrics accompanying a composition) or part of them;
āOrderā means the order you made on the Website to use the Track(s) for the Permitted Use;
āTrackā means the Recording and the Composition
āPermitted Useā means the uses identified on the cover sheet to these Terms
āRecordingā means the speciļ¬c sound recording which you have chosen to obtain a limited permission to use under these Terms, as identified on the cover sheet,
āRestricted Usesā means any of the restricted uses set out at Schedule 2 to this Agreement;
āSong Videoā means a video in respect of which (a) the artist name, album name or song title is included in the metadata (taking into account spelling errors); (b) a significant portion of the Track is included and (c) a significant portion of the video is comprised of one or more songs (including the Track).
āTermā means the duration for which you will be permitted to use the Track for the Permitted Use. The Term shall be perpetuity unless this Agreement is terminated pursuant to clause 10 .
āTerms and Conditionsā means Terms and Download Terms and includes the licence, cover sheet and Schedules hereto;
āTerritoryā means the world;
āWebsiteā means the website currently available, as at the date of these Terms and Conditions, at https://lickd.co; and
āWebsite Terms of Useā means the terms and conditions for use of the website, as described in clause 1.3.1.
Schedule 2 ā Restricted Uses
You may only use the Track for the Permitted Use and must not use the Track for any of the following restricted uses (each of which constitutes a material term):
- to segue, mix, remix, overlap, impair, alter, edit, change or otherwise manipulate the Track, or make a derivate work from the Track, except you may use excerpts of an otherwise unaltered Tracks on the terms described in these Terms and Conditions;
- unauthorised reproduction, distribution, performance, communication to the public or adaptation of copyrighted material
- to make any use of the Track(s) not expressly authorised within these Terms and Conditions;
- to use the Recording(s) for any advertising content (online or otherwise), including pre-rolls, skyscrapers or other paid-for third party media placements, or in connection with the promotion of any brand or branded content, or make any use which may in any way imply any kind of endorsement or in conjunction with any advertising, co-branding, product tie-in, promotion, sponsorship, sponsored links, and marketing campaign of any type whatsoever, unless it is approved in writing by the Content Owner but referral links in the description are permitted but not in the video itself;
- to use the Track(s) for any advertising content (online or otherwise), including pre-rolls, skyscrapers or other paid-for third party media placements, or in connection with the promotion of any brand or branded content, or make any use which may in any way imply any kind of endorsement or in conjunction with any advertising, co-branding, product tie-in, promotion, sponsorship, sponsored links, and marketing campaign of any type whatsoever, unless it is approved in writing by the Content Owner;
- to change the lyrics or the fundamental character or integrity of the Track(s), including making any adaptations or derivative works of same or any right to use the title (other than to identify the name of the Track and / or performing artist) on the platform to which the Content is uploaded;
- to include or use the track in so-called āArt Trackā or "Music Promo" videos or any type of audiovisual content which could be interpreted as a purely promotional use of a song or audio track, where the main purpose of the content is to provide a stream of the song, with any visuals providing little to no additional editorial value. This could include the combination of an audio track with lyrical content (Lyric Videos), a live stream, looping, or 'radio' style content, static or timed visual elements such as album, artist or release artwork, an audio waveform, animated shapes or elements, edited video footage or other types of stock or original visual footage.;
- to use the names and/or likenesses of any artist in any way, except as expressly approved under this Agreement, without the prior written consent of such artist or the relevant Content Owner, such consent to be given or withheld at their discretion;
- to use the licensed Track(s) for streaming or other exploitation including by way of linking or making available to download via website, bittorrent, or other ļ¬le sharing services wholly or otherwise or for any other purpose other than as embodied in an audio-visual format;
- to use the Website or the Track(s) in any way that is in contravention of any applicable law or regulation or in any manner that will violate the privacy, publicity or personal rights of third parties;
- to use any Track(s) in any manner that Lickd or the Content Owner, in their sole discretion, find offensive or injurious to its interests or the interests of any Content Owner or the relevant artist. You shall ensure that none of the Tracks are used in connection, or associated, with: (a) any obscene, defamatory, illegal, or, in Lickdās or the Content Ownerās reasonable opinion, inappropriate material; or (b) political matters or issues, tobacco, alcohol, pornography, pharmaceuticals, , gambling, feminine hygiene products, politics and religion and/or firearms;
- to right to claim any ownership of any Track(s) (including any adaptations or derivatives of same) uploaded and identiļ¬able by any recognition or tracking software on any platform. Ownership of any Track(s) remains with the rights owner.