Terms & Conditions

Hidden Production Music Ltd

Terms and Conditions

Last revision date: 28th of March 2023

Introduction

Please do not use our Website if you do not agree to these Terms and Conditions of Use because once you are on our Website, you have to follow these terms and conditions. Hidden Production Music Ltd (“Hidden Production Music”) and its affiliates, representatives and agents that assist in operating our Website reserve the right to temporarily or permanently disable access to our Website for anyone who violates these Terms and Conditions. We may disable access to our Website at our discretion without notice.

Paragraphs 1-5 inclusive of this document sets out the current Evaluation Terms and Conditions on which Hidden Production Music Ltd allows prospective licensees to audition and evaluate its recordings (as defined below). These Evaluation Terms and Conditions are subject to specific licenses that must be obtained in each and every case that prospective licensee wishes to use or produce a recording. The terms on which Hidden Production Music Ltd grants licenses to use or reproduce its Recordings are set out in the Standard Music Licensing Terms and Conditions in paragraphs 7 and 8 below.

How to Obtain a Recording from Hidden Production Music Ltd:

To access and obtain a Recording from Hidden Production Music Ltd’s library you must first register by clicking https://www.hiddenproductionmusic.com (the “Website”). Once you have registered and accepted these Terms and Conditions you may access and play Recordings from Hidden Production Music Ltd’s library for evaluation purposes only. You must also abide the Evaluation Terms and Conditions in paragraphs 1-5 (inclusive) below. You must agree to these Terms and Conditions before you may access any of Hidden Production Music Ltd’s Recordings. As long as you comply with the terms of these Terms and Conditions of Use, Hidden Production Music Ltd grants you a non- exclusive, non-transferable, limited right to enter, display, and use this Website. You agree not to interrupt or attempt to interrupt the operation of this Website in any way.

If you do not agree to these Terms and Conditions, you may not access any of Hidden Production Music Ltd’s Recordings.

EVALUATION TERMS AND CONDITIONS

1. Evaluation License.

Licensee has already received or will receive a recording (the “Recording”) containing tracks from Hidden Production Music Ltd’s music library. Hidden Production Music Ltd hereby grants Licensee a non-exclusive and non-transferable license to audition and evaluate the contents of the Recording (“Content”) on the Evaluation Terms and Conditions in paragraphs 1-6 of this document. In order to use any part of the Recording for any purpose outside the Evaluations Terms and Conditions, Licensee must obtain a separate and appropriate license to such purpose(s). The Recording may be supplied by Hidden Production Music Ltd in audio and/or visual format, or in any other format that Hidden Production Music Ltd thinks fit. Any rights not specifically granted herein are reserved by Hidden Production Music Ltd.

Unauthorised Uses of the Recording.

2.1. Licensee agrees not to (subject to the Standard Music Licensing Terms and Conditions in paragraphs 6 and 7 below):

2.1.1. Copy, disassemble, alter, amend, adapt, or in any way duplicate the Recording or any or all content;

2.1.2. Play or perform any part or all of the Recording in public;

2.1.3. Give possession of the Recording and/or Content to any third party;

2.1.4. Remove or alter any logo, symbols, labels, copyright or other notice on the Recording;

2.1.5. Use Recording and/or Content for any purpose other than evaluation, or otherwise in any manner inconsistent with the Evaluation Terms and Conditions;

2.1.6. Perform any act inconsistent with Hidden Production Music Ltd’s ownership of the Recording; or

2.1.7. Sell or in any way make commercial gain from the Recording and/or Content

2.2. Licensee agrees to notify Hidden Production Music Ltd of any loss of, or damage to the Recording, and to reimburse Hidden Production Music Ltd for any such loss or damage, and to indemnify Hidden Production Music Ltd from all costs, damages, actions, or claims arising from Licensees use of the Recording.

3. Intellectual Property.

Licensee acknowledges Hidden Production Music Ltd’s ownership of the Recording (including individual Stems), any Customised Recording, and that all copyright and intellectual property in the Recording (including individual Stems), any Customised Recording, and in all Content, will remain in the exclusive ownership of Hidden Production Music Ltd. All Content, including individual stems and any Customised Recordings, are protected under international conventions, and other copyright laws. You cannot us the Content, except as specified herein. You agree to follow all instructions on this Website limiting the way you may use the Content. There are a number of proprietary logos, service marks, and trademarks found on this Website. By making them available on this Website, Hidden Production Music Ltd is not granting you any license to utilise those proprietary logos, service marks, or trademarks. Any unauthorised use of the Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and civil and criminal statutes. Hidden Production Music Ltd warrants that it is the owner or a licensee of all rights in the Content and that it is entitled to grant the Evaluation License it has granted to Licensee in paragraph 1 above according to its terms and to grant and allow the Licensee to benefit from the rights granted to Licensee in paragraph 1 above. To the extent that any rights in a Customised Recording vest in Licensee (i) Licensee hereby grants to Hidden Production Music Ltd an exclusive license in perpetuity of the entire right, title and interest (including the right to bring or defend legal actions in respect of the Customised Recording in Hidden Production Music Ltd’s name) in and to such Customised Recording and any future Customised Recording.

4. No Warranties.

4.1. Hidden Production Music Ltd shall not be liable to any party (including Licensee) for any loss, injury, harm or damage arising from any warranties of any kind including without limitation warranties as to:

4.1.1. Performance, satisfactory quality or fitness for purpose;

4.1.2. The results of any of the whole or any part of the Recording or any Customised Recording; or

4.1.3. The accuracy, reliability or content of any data, information, service or goods referred to in any part of the Recording or any Customised Recording.

5. General.

5.1. Licensee acknowledges that it has read and understood these Evaluation Terms and Conditions.

5.2. Any use of the Recording, any Customised Recording and/or Content not specifically referred to in these Evaluation Terms and Conditions must be approved by an express written license from Hidden Production Music Ltd, which will incorporate the Standard Music Licensing Terms set out in paragraphs 6 and 7 of this document.

STANDARD MUSIC LICENSING TERMS AND CONDITIONS

If you wish to use the Recording or any Customised Recording in a manner not permitted by the Evaluation Terms and Conditions above you must contact Hidden Production Music Ltd or you can license your chosen track directly via the MCPS Licence Manager Link, visible alongside all versions of tracks on our site. This functionality will direct you to the MCPS Licencing system and auto-populate your track in the licence form. You will then be able to add your type of usage and duration used of the track(s) to get an immediate quote and submit it to MCPS for payment.

You must apply for a license to authorise you to use a Recording or any Customised Recording in such manner. For the avoidance of doubt, any use of a Customised Recording must be reported under the same title as the original Recording from which that Customised Recording was produced, and shall in all respects be treated in the same manner as if it were exploitation of the original Recording itself. If your application is approved, PRS/MCPS will notify you how much you should pay for your use of Hidden Production Music Ltd’s Recording. For Customised Recordings Hidden Production Music will notify you.

6. General.

6.1 Hidden Production Music Ltd may at its discretion grant Licensee a License to use a Recording or a Customised Recording and/or Content.

6.2 Hidden Production Music Ltd may alter its charges and rates for the use of its Content from time to time and these Standard Music Licensing Terms without notice to Licensee and it is Licensee’s responsibility to ensure that it keeps up to date with such changes.

6.3. Any use (outside the Evaluation Terms and Conditions in paragraph 1-5 above) of Content before the grant of a License will give Hidden Production Music Ltd the right to increase the applicable charge rate to be paid by Licensee for such use even if such increased rate is above any rates published by Hidden Production Music Ltd, it agents or representatives.

6.4. Licensee may not disclose to any person or entity, without the prior written permission of Hidden Production Music Ltd:

6.4.1. The terms of any discussions or negotiations between Hidden Production Music Ltd and Licensee regarding the Recording, Customised Recording or Content no matter when such discussions or negotiations took place;

6.4.2. Any rates for licensing Content offered by Hidden Production Music Ltd to Licensee, or any such rates that Licensee becomes aware of as a result of discussions or negotiations with Hidden Production Music Ltd; or

6.4.3. Any provisions of a License to use the Recording, Customised Recording or Content granted by Hidden Production Music Ltd or the MCPS (or other local representative) to Licensee.

7. License Terms.

7.1.Licensee:

7.1.1. May not without Hidden Production Music Ltd’s prior written consent, translate or re-dub any or all lyrics contained in the Content;

7.1.2. May not use Content for any purpose not specifically within the scope of a License granted by Hidden Production Music Ltd or its agents or representatives;

7.1.3. Must provide Hidden Production Music Ltd, its agents or representatives (as appropriate and applicable) with full details of the use to which it intends to put any Content and comply in all respects with instructions for the use of Content that are issued to it by Hidden Production Music Ltd or Hidden Production Music Ltd’s agents or representatives;

7.1.4. Must give credit to Hidden Production Music Ltd for every significant use of Content in television and motion picture productions. Such credit shall be on terms to be negotiated in good faith between Hidden Production Music Ltd and Licensee and Hidden Production Music Ltd shall be entitled to determine whether any use is significant.

8. Links.

This Website may contain links to other Internet sites on the World Wide Web. Hidden Production Music Ltd provides such links for your convenience only, and is not responsible for the content of any website linked to or from this Website. Links from this Website to any other website do not mean that Hidden Production Music Ltd approves of, endorses, or recommends that website. Hidden Production Music Ltd disclaims all warranties, express or implied, as to the accuracy, legality, reliability, or validity of any content on any other website.

9. General Use of the Website.

Eligibility; Restrictions. Use of this Website is intended for businesses seeking to license music for use in television, film, advertising, and online media. Only one Account per e-mail address is allowed.

We do not knowingly collect or permit the collection, storage or use of any personal data from anyone under 16 years of age. If we become aware that a child under 16 is attempting to submit information, we will inform the minor that he or she is ineligible to do so. We will then remove this information from our records.

If you are under 13, have your parent or guardian review our Privacy Policy.

10. Hidden Production Music Ltd’s Right to Change These Terms and Conditions of Use or Content on the Website.

Hidden Production Music Ltd may add to, change, or remove any part of these Terms and Conditions of Use at any time, without notice. Any changes to these Terms and Conditions of Use or any terms posted on this Website apply as soon as they are posted. By continuing to use this Website after any changes are posted, you are indicating your acceptance of those changes. Hidden Production Music Ltd may add, change, discontinue, remove, or suspend any other Content posted on this Website, including features and specifications of products described or depicted on the Website, temporarily or permanently, at any time, without notice and without liability.

11. Indemnification.

You agree to indemnify, defend, and hold Hidden Production Music Ltd and all of its agents, directors, employees, information providers, licensors and licensees, officers, and parent (collectively, “Indemnified Parties”), harmless from and against any and all liability and costs (including, without limitation, legal fees and costs), incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these Terms and Conditions of Use or the foregoing representations, warranties, and covenants. You will cooperate as fully as reasonably required in Hidden Production Music Ltd’s defence of any claim. Hidden Production Music Ltd reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Hidden Production Music Ltd.

12. Disclaimer of Warranties and Damages; Limitation of Liability.

YOUR USE OF THIS WEBSITE IS AT YOUR OWN RISK. THIS WEBSITE (INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH THIS WEBSITE) IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WITH REGARD TO THE CONTENT ON THIS WEBSITE, HIDDEN PRODUCTION MUSIC LTD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (1) FOR THE ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF ANY CONTENT PUBLISHED ON OR AVAILABLE THROUGH THE WEBSITE; (2) THAT THE SERVER THAT MAKES THIS WEBSITE AVAILABLE IS FREE OF VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM, OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY WHEN YOU ACCESS, BROWSE, DOWNLOAD FROM, OR OTHERWISE USE THE WEBSITE.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO HIDDEN PRODUCTION MUSIC LTD’S NEGLIGENCE, SHALL HIDDEN PRODUCTION MUSIC LTD BE LIABLE FOR ANY CONSEQUENTIAL, DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES RELATED TO (A) THE USE OF, (B) THE INABILITY TO USE, OR (C) ERRORS OR OMISSIONS IN THE CONTENTS AND FUNCTIONS OF THIS WEBSITE, EVEN IF HIDDEN PRODUCTION MUSIC LTD OR AN AUTHORISED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL HIDDEN PRODUCTION MUSIC LTD’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) EXCEED £100.00.

13. Choice/Opt-Out.

You may choose to stop receiving newsletters, updates or marketing emails by following the unsubscribe instructions included in these emails or communications. Some Websites also allow you to change your email preferences within your online profile.

14. Updating Your Personal Information.

Our Website(s) may offer different methods for updating your personal information. To review and update your personal information, please log in to your profile/account on each Website where you have registered.

If you wish to cancel your account or request that we no longer use your information to provide you services contact Hidden Production Music Ltd.

17. Disputes.

These Terms and Conditions and any related dispute or claim (contractual or non-contractual) shall be governed by, and construed in accordance with, the law of England and Wales. Licensee irrevocably submits for all purposes in connection with these Terms and Conditions to the exclusive jurisdiction of the courts of England and Wales. Any dispute or claim you may have with respect to your use of this Website must be commenced within one (1) year after the dispute or claim arises. If for any reason a court of competent jurisdiction finds any provision of these Terms and Conditions of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms and Conditions, and the remainder of these Terms and Conditions of Use shall continue in full force and effect. Without prejudice to the generality of the foregoing, nothing shall prevent Hidden Production Music Ltd from commencing and pursuing proceedings (in Hidden Production Music Ltd’s sole and unfettered discretion) against Licensee in any jurisdiction in which Licensee is resident or carries on business or in which Licensee has committed any breach of these Terms and Conditions or any other act or omission actionable either under these Terms and Conditions or under the laws of the jurisdiction in which the action is brought.

Hidden Production Music Ltd