UITS SPECIFICATION LICENSE
This document (¡°Agreement¡±) is a legal contract between Universal Music Group, Inc. (¡°UMG¡±) and your company (¡°Licensee¡±), and it governs Licensee¡¯s use of the UITS Specification. Please review it carefully.
Licensee will be bound by the terms of this Agreement when Licensee and/or you personally (a) click ¡°I agree¡± or (b) obtain a copy of the UITS Specification or (c) use the UITS Specification. The earliest of these options to occur will be deemed the ¡°Effective Date¡± of this Agreement. If Licensee does not agree to any provision contained in this Agreement, do not click ¡°I agree¡± and do not access or use the UITS Specification. If you are unsure whether you are authorized to enter this Agreement for Licensee, do not click ¡°I agree¡± and do not download or use the UITS Specification.
UMG may from time to time modify the terms of this Agreement and notify Licensee of the change via the email address Licensee and/or you provided during registration/agreement. If Licensee does not agree to (or cannot comply with) the Agreement as amended, Licensee must notify UMG by following the instructions in the email message. Licensee will be deemed to have accepted the Agreement as amended if it continues to use UITS Specification after UMG sends the notice. It is Licensee¡¯s obligation to keep its registration information up to date.
1.1 ¡°Affiliate¡± of a party shall mean any corporation, partnership or other entity that, directly or indirectly, controls, is under common control with, or is controlled by, such party, for so long as such control exists.
1.2 ¡°Content¡± shall mean music, images, video, text, and any other information embodied in digital form.
1.3 ¡°Intellectual Property Rights¡± shall mean all rights in inventions, patents, copyrights, database rights, design rights, trade marks and trade names, service marks, trade secrets, know-how and all other intellectual property rights (whether registered or unregistered) of UMG and all applications (including any divisional, continuation, or substitute application and/or reissue or extension) for any such rights, anywhere in the world.
1.4 ¡°Term¡± shall have the meaning set forth in paragraph 5.1.
1.5 ¡°Transfer¡± shall have the meaning set forth in paragraph 7.5.
1.6 ¡°UITS-Compliant¡± shall mean that the referent complies fully with all of the requirements set forth in the UITS Specification and this Agreement.
1.7 ¡°UITS Content¡± shall mean Content that is formatted in accordance with the UITS Specification.
1.8 ¡°UITS Specification¡± shall mean the technical specifications, supporting documentation, and schemas made available by UMG via email or download, including any supplements, revisions, or updates made thereto from time to time pursuant to this Agreement.
2. UMG OBLIGATIONS
2.1 Provision of UITS Specification. UMG shall provide to Licensee one (1) copy of the UITS Specification. Subject to all of the terms and conditions of this Agreement, Licensee and its Affiliates may each make such copies as they reasonably need for their internal business purposes related to this Agreement.
2.2 UITS Specification License Grant. Subject to all of the terms and conditions of this Agreement, UMG hereby grants to Licensee on a gratis basis,, under UMG¡¯s Intellectual Property Rights in the UITS Specification, a non-exclusive, non-transferable, non-sublicensable (except that Licensee may sublicense the rights granted to Licensee under this paragraph to its Affiliates, subject to all of the terms and conditions set forth herein) license, on a worldwide basis during the Term, to use the UITS Specification, including the technical information and know-how contained therein, solely in connection with Licensee¡¯s development, use, sale or other disposition of UITS Content or UITS-Compliant products. In the event that Licensee has UITS Content or UITS-Compliant products manufactured by a third party on a subcontract basis pursuant to this paragraph 2.2, Licensee shall be fully responsible for such third party¡¯s compliance with the terms and conditions of this Agreement, including compliance with the UITS Specification and with Licensee¡¯s other obligations hereunder.
2.3 Patent License Grant. Subject to all of the terms and conditions of this Agreement, UMG hereby grants to Licensee a non-exclusive, nontransferable, non-sublicensable (except that Licensee may sublicense the rights granted to Licensee under this paragraph to its Affiliates, subject to all of the terms and conditions set forth herein) license, on a worldwide basis during the Term, solely to make, have made, use, offer for sale, sell, and import UITS Content or UITS-Compliant products under UMG¡¯s rights to all issued patents and pending patent applications that are both (a) owned by UMG and (b) necessarily infringed by exploitation of the UITS Specification.
2.4 UITS-Compliant Products Only. Licensee understands and acknowledges that the rights granted by UMG hereunder do not extend to any product or service that does not comply with the UITS Specification or that is incompatible with products or services that comply with the UITS Specification, and Licensee agrees (for itself and on behalf of its Affiliates) not to use or to authorize use of the UITS Specification in connection with any such products.
3. LICENSEE OBLIGATIONS
3.1 Compliance with UITS Specification. Licensee agrees that:
3.1.1 If Licensee or any of its Affiliates create UITS Content or any Content intended to be handled or rendered as UITS Content, Licensee and such Affiliates shall create such Content in a manner fully compliant with the UITS Specification;
3.1.2 If Licensee or any of its Affiliates distribute, handle, and/or render UITS Content, Licensee and such Affiliates shall not willfully take any action (or rest upon any inaction) that has the result of taking such Content out of compliance with the UITS Specification and shall handle and/or render such Content in a manner fully compliant with the UITS Specification; and
3.1.3 Licensee and its Affiliates shall not intentionally erase, overwrite, or omit to copy any UITS data or information associated with any such Content.
3.1.4 Licensee further agrees that all Content that is distributed by or on behalf of Licensee and/or any of its Affiliates in any manner and identified (expressly or by implication) as UITS Content shall be fully compliant with no less than the UITS Specification originally received.
3.2 Non-Circumvention. Neither Licensee nor its Affiliates shall modify, disable, circumvent, or otherwise tamper with any cryptographic measures required by the UITS Specification.
3.3 Feedback. If Licensee wishes to provide any comments, observations, inconsistencies, or errors (¡°Feedback¡±) to UMG in connection with the UITS Specification, it may do so, and Licensee hereby agrees that (i) such Feedback is non-proprietary and non-confidential, and (ii) UMG has a perpetual, non-exclusive, worldwide, fully paid-up, irrevocable license, with the right to sublicense through multiple levels of sublicensees, to incorporate, disclose, and use without limitation such Feedback for any purpose related to the UITS Specification and all current or future versions or implementations of it.
3.4 Licensee Responsibility for Affiliates. Licensee acknowledges and agrees that Licensee shall be responsible for ensuring each of its Affiliates¡¯ compliance with this Agreement.
4. ADDITIONAL REQUIREMENTS
4.1 Limitation. Except as expressly provided in this Agreement, nothing in this Agreement shall operate to assign, license, or otherwise transfer any Intellectual Property Rights or any other rights or interests from UMG to Licensee or its Affiliates or vice versa. UMG hereby reserves all rights owned or licensable by UMG that are not expressly granted herein to Licensee. As between the parties, such rights are the sole and exclusive property of UMG. This Agreement is not intended to grant, and does not grant, any license or interest in any Intellectual Property Rights of any third party. This Agreement does not grant to Licensee or any of its Affiliates a right to create any derivative work of the UITS Specification or any part of it, but if any such derivative work is created, Licensee (on behalf of itself and its Affiliates) hereby assigns it to UMG.
4.2 Enforcement. Licensee agrees (on behalf of itself and its Affiliates) that neither Licensee nor any of its Affiliates shall bring any action against any third parties for unauthorized use or infringement of the UITS Specification. Licensee and its Affiliates shall notify UMG promptly should they learn of any such potential unauthorized use or infringement by a third party. UMG shall have the option, at its sole discretion and own expense, to enforce its rights in the UITS Specification.
4.3 Patent Non-Assertion. Licensee (for itself and on behalf of its Affiliates) hereby covenants not to assert against UMG, its Affiliates, and any other UITS Specification licensees any patent rights it may own or license that are necessarily infringed by implementation of the UITS Specification.
5.1 Term. The term of this Agreement (¡°Term¡±) shall be for so long as UMG owns Intellectual Property Rights in the UITS Specification, unless sooner terminated as provided elsewhere in this Agreement.
5.2 Termination by Mutual Consent. This Agreement may be terminated at any time by mutual written consent of all the parties.
5.3 Termination by UMG. UMG may terminate this Agreement upon thirty (30) days written notice to Licensee if Licensee or any of its Affiliates commences or threatens to commence litigation against UMG or any of its Affiliates or UITS Specification licensees related to the subject matter hereof or challenging any rights granted to Licensee or any of its Affiliates under this Agreement, or upon sixty (60) days written notice to Licensee for any reason it UMG¡¯s sole discretion.
5.4 Termination by Licensee. Licensee may terminate this Agreement on one hundred twenty (120) days written notice to UMG. Licensee can elect to terminate this Agreement by ceasing use of the UITS Specification, in which case Licensee¡¯s termination will be effective thirty (30) days following Licensee¡¯s written notice to UMG of Licensee¡¯s cessation of use of the UITS Specification.
5.5 Termination for Breach. In the event a party breaches this Agreement in a material respect, such party shall have thirty (30) days after receiving written notice of such breach from the non-breaching party in which to cure such breach. If the party receiving notice fails to cure such breach during the 30-day period, the other party may thereafter immediately terminate this Agreement.
5.6 Effect of Expiration or Termination on Licenses. Upon expiration or any termination of this Agreement, any license, right, title or interest created in favor of Licensee and/or any of its Affiliates hereunder shall immediately and automatically revert to UMG. Notwithstanding the foregoing and subject to all of the terms and conditions of this Agreement, Licensee (and each of its Affiliates) shall be entitled to offer for sale, sell, or otherwise distribute any UITS Content that, as of the effective date of termination, has already been mastered and pressed onto physical media for retail-type sale (e.g. CDs and DVDs) until such inventory is exhausted (the ¡°Sell-Off Period¡±).
5.7 Survival. Sections 1, 2 (only for the duration of the Sell-Off Period), 3, 4, 5, 6, and 7 of this Agreement shall survive termination or expiration of this Agreement.
6. REPRESENTATIONS AND WARRANTIES
6.1 Mutual Representations. Each party represents and warrants that it has all requisite corporate power and authority to enter into this Agreement and is fully capable of performing its obligations under, and in accordance with, this Agreement. Each party represents and warrants on behalf of itself and its Affiliates that this Agreement does not violate any of its or its Affiliates¡¯ existing agreements.
6.2 Licensee Representation. Licensee represents and warrants that neither it nor any of its Affiliates making use of the UITS Specification is subject to a core proceeding under the United States Bankruptcy Code or an equivalent proceeding under the laws of any other jurisdiction.
6.3 No Additional UMG Representations. UMG makes no representation, covenant, or warranty regarding:
6.3.1 The scope, enforceability, validity, value, utility, or non-infringement of the UITS Specification, UITS Content, UITS-Compliant products or services, or any Intellectual Property Rights associated with any of the foregoing;
6.3.2 The ongoing maintenance or prosecution of any Intellectual Property Rights that may be associated with the UITS Specification, UITS Content, or UITS-Compliant products or services;
6.3.3 Defense of Licensee or its Affiliates against actions or claims of any nature brought by any third parties; or
6.3.4 The sufficiency or completeness of any licenses or other rights granted hereunder for any particular purpose including Licensee¡¯s or any of its Affiliates¡¯ intended purpose.
6.4 Disclaimer of Warranties. TO THE EXTENT UMG FURNISHES TO LICENSEE AND/OR ITS AFFILIATES ANY SPECIFICATIONS, MATERIALS, DATA, SOFTWARE, TECHNOLOGY, INTELLECTUAL PROPERTY, KNOW-HOW, HARDWARE, OR OTHER PRODUCTS, SERVICES, OR INFORMATION PURSUANT TO THIS AGREEMENT, SUCH SPECIFICATIONS, MATERIALS, DATA, SOFTWARE, TECHNOLOGY, INTELLECTUAL PROPERTY, KNOW-HOW, HARDWARE, OR OTHER PRODUCTS, SERVICES, OR INFORMATION ARE FURNISHED ¡°AS IS.¡± UMG DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH SPECIFICATIONS, MATERIALS, DATA, SOFTWARE, TECHNOLOGY, INTELLECTUAL PROPERTY, KNOW-HOW, HARDWARE, AND OTHER PRODUCTS, SERVICES, AND INFORMATION, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE AND MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS.
6.5 Limitation of Liability. EXCEPT AS SET FORTH IN PARAGRAPH 6.6, NEITHER PARTY SHALL BE LIABLE TO THE OTHER (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM ANY OF THE OTHER PARTY¡¯S RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST REVENUES OR PROFITS, LOSS OF BUSINESS AND LOSS OF DATA, IN ANY WAY RELATED TO THIS AGREEMENT (INCLUDING WITHOUT LIMITATION AS A RESULT OF ANY BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT OR AS A RESULT OF NEGLIGENCE OR BREACH OF STATUTORY DUTY), REGARDLESS OF WHETHER THE PARTY THAT IS LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER THE REMEDIES PROVIDED FOR IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL UMG¡¯S AGGREGATE LIABILITY FOR ANY DAMAGES UNDER CONTRACT OR TORT OR ANY OTHER LEGAL THEORY OF LIABILITY EXCEED TEN DOLLARS ($10.00).
6.6 Damages Recoverable. Notwithstanding anything in this Agreement to the contrary, the limitations and disclaimers of liability and remedies set forth in this Agreement shall not apply to, or in any way limit the potential damages recoverable as a result of, any by UMG for the infringement and/or misappropriation of Intellectual Property Rights.
7.1 Successors and Assigns. Subject to paragraph 7.5, this Agreement shall be binding upon and inure to the benefit of the parties and their Affiliates, and their respective successors and permitted assigns.
7.2 No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any persons other than the parties, their Affiliates, and their respective successors and permitted assigns.
7.3 Severability. If any provision of this Agreement or the application of such provision to any party or circumstance is held invalid or unenforceable, the remainder of this Agreement and the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby.
7.4 Force Majeure. If any act of a government, war conditions, labor disputes, strikes, fire, flood, or other act of God, or any other cause or condition beyond a party¡¯s control prevents the party from performing in accordance with the provisions of this Agreement, such nonperformance shall not be considered a breach or default so long as the conditions prevail.
7.5 Assignment. No party shall be entitled to transfer, assign, convey, sell, encumber, or in any way alienate (¡°Transfer¡±) all or any part of its rights or obligations under this Agreement without the prior written consent of the other party, except that UMG may, at any time without Licensee¡¯s consent Transfer its respective rights and obligations under this Agreement to a successor of all or substantially all of its assets, stock or business to which this Agreement relates (whether by sale, merger, acquisition, operation of law or otherwise). Transfers in violation of this paragraph or in violation of any other provision of this Agreement shall be void ab initio and of no effect whatsoever.
7.6 Notices. Any notice required or permitted to be given by Licensee to UMG in connection with this Agreement shall be in writing and via email to: email@example.com. Any notice required or permitted to be given by UMG to Licensee in connection with this Agreement shall be in writing and via email to email address Licensee and/or you provided during registration. Any change of address shall be made by notice given pursuant to this paragraph. Any change of address shall be made by notice given pursuant to this paragraph.
7.7 Amendment. Other than as modified by UMG in accordance with the terms of this Agreement, this Agreement may not be modified or amended except in a writing signed by each of the parties.
7.8 Export Control. The performance by UMG of its obligations hereunder shall be conditioned upon and subject to the receipt of all necessary export approvals required by and all restrictions or conditions imposed by any relevant government. Licensee shall comply with all applicable export laws, restrictions and regulations of any United States or foreign agency or authority and shall provide to UMG upon request any evidence reasonably requested by UMG to substantiate the foregoing.
7.9 Governing Law. This Agreement shall be enforced, governed by, and construed in accordance with the laws of the State of California, regardless of the choice or conflict of laws provisions of California or any other jurisdiction. The parties agree that any action or proceeding seeking to enforce any provision of this Agreement or otherwise relating to this Agreement shall be brought in a state or federal court located in Los Angeles County, California, and each party hereby submits to the jurisdiction of such courts. EACH PARTY HEREBY IRREVOCABLY WAIVES TRIAL BY JURY AND ANY OBJECTION TO VENUE, INCLUDING AN OBJECTION BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT SUCH PARTY NOW HAS OR HEREAFTER MAY HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION.
7.10 Complete Agreement. This Agreement constitutes the complete and exclusive statement of agreement between the parties with respect to the subject matter herein and replaces and supersedes all prior and contemporaneous written and oral agreements, negotiations, discussions, and statements by and between the parties.