These General Terms of Sale (the “General Terms”) govern the terms and conditions by which the Client (the « Client » or « You » or « Your ») of HookSounds, whose registered office is located at 6169 Almirante Harwood, Montevideo, Uruguay, registered with the VAT authorities under number 217974730014 (« HookSounds SRL »), uses the HookSounds service (the « Service » or « Services ») set up by HookSounds and through which the Client obtains, through the purchase of various licenses, the right to use musical works or any other audio content and related material (lyrics, album covers, etc) (the « Works » or « Music Works ») provided by HookSounds (the « Artists ») and available in the HookSounds Licensing catalog. By purchasing a license through the Service and by accepting these General Terms at the time of the purchase, You agree to be bound by all their provisions. These General Terms and the HookSounds Licensing Specific Terms generated at the time of the purchase (the “Specific Terms”) collectively comprise the « Agreement ». If You are accepting this Agreement on behalf of Your employer or another entity identified in the Client Account, You represent and warrant that You have full authority to bind Your employer or such entity. If You do not have such authority or You do not agree with this Agreement, please do not accept this Agreement and do not purchase any product or service on HookSounds
2. Scope of the license. All rights in the Works, including, without limitation, all copyrights, related rights and other intellectual property rights which are not explicitly granted under these General Terms, are retained by HookSounds or the Artists.
2.1 Grant of license under HookSounds “In-Store” Program
(1) By purchasing an In-Store background music license, HookSounds hereby grants You a license which is non-exclusive, non-transferable, non-sub-licensable, limited to the duration indicated in the Specific Terms, as applicable, and enabling You to use playlists of curated HookSounds Music as background music in a public place (broadcasting rights). This license further authorizes You to reproduce the Music Works Selection on any analog or digital media for the purpose of broadcasting the Music Works Selection in the public place.
(2) Unless otherwise specified in the Specific Terms, In-Store licenses are granted for as long as the subscription is active. You may terminate this license and prevent the auto-renewal by sending us a registered letter or an e-mail to support@HookSounds.com at least seven (7) days before the end of the license term. HookSounds reserves the right to charge a new Fee (defined below) for the license renewal corresponding to the public fees in force at the time of renewal. In this case, You will be notified of the increase or decrease of the applicable fees prior to the expiration of Your license. HookSounds also reserves the right to restrict access to the Client Account and the Music Works Selection that is part of the In-Store license in the event of Your failure to pay the Fee upon renewal. In such event, interest calculated on the unpaid Fee at the rate of 1% per month shall be due and payable.
(3) After HookSounds’s acknowledgement of Your payment, You will be granted access to: – a dedicated download page allowing You to download the Music Works Selection in mp3 format and WAV audio files; as mentioned above, the In-Store license authorizes You to reproduce the Music Works Selection on any analog or digital media for the purpose of broadcasting the Music Works Selection in the public place; – the dedicated HookSounds In-Store Tracks
(4) After HookSounds’s acknowledgement of Your payment, You will be able to print a certificate listing the specific conditions of the license from Your Client Account.
(5) The In-Store Music Works Selection will be updated on monthly basis by HookSounds without notice in order to add new Works or remove Works no longer part of the HookSounds Licensing In-Store offer. You agree that You will update accordingly at least every six months all copies of the Music Works selection that have in Your possession if you are required to do so.
2.2 Grant of license under HookSounds Licensing “Catalog” Program
(1) By purchasing a license for music synchronization, HookSounds hereby grants You a worldwide, perpetual, non-exclusive, transferable (under certain conditions) and non-sub-licensable license to use and reproduce a Work as synchronized within a Project, for the uses enumerated below and depending on the type of license purchased (including broadcasting and distribution rights in the Project incorporating the Work, which rights shall vary in scope depending on Your choice of Catalog license.
(2) You may transfer the completed work (videos, presentations, etc.), that is to say the Project containing the Music Work, to third parties (including but not limited to Your clients, licensees or broadcasters) for the purpose of reproduction and broadcast for uses permitted below, provided that such third parties shall have no other rights to use the Music Work (beyond its use as part of the synched Project) and cannot extract it from any completed work You provide.
(3) A Project (the “Project”) is defined as a single audio, multimedia or audiovisual creation. For example: (i) with respect to an audio creation, such as a podcast, a Project corresponds to one single episode (not the whole series of the podcast episodes); (ii) with respect to an audiovisual creation, a Project is the final cut of a single video.
(4) Use and reproduce the Work for the purpose of synchronizing the Work in personal videos or any other audiovisual or audio content created for Your private use and on Your own behalf only, and broadcast the Project containing the Work online on the Internet (video platforms such as YouTube, Twitch, Facebook, podcasts, family videos). Natural persons having a “Personal” license are prohibited from monetizing the Project containing the Work on any platform. The Work must be used by the Client in a synchronized form with other video or audio content. The broadcasting of the unsynchronized Work is prohibited.
(5) Use and reproduce the Work for the purpose of synchronizing the Work in a music-on-hold system for telephones or answering machines for one office or location only. For the avoidance of doubt, the Standard license does not cover any music-on-hold services for telephones or answering machines included in a service package offered by a company such as, for example, a reseller or a distributor;
(6) Broadcast the Project containing the Work internally within the company (for instance through its Intranet, for internal meetings, for training materials).
(7) Use and reproduce the Work for the purpose of synchronizing the Work in an unlimited number of Projects which all fall under a common theme or belong to one specific series of production, be it for instance a podcast or video series. In case of a YouTube channel, the Standard License authorizes You to synchronize the Work in all the videos uploaded on one specific channel. For the avoidance of any doubt, company videos relating to different products or services cannot be considered as videos belonging to a specific series and cannot therefore be addressed by only one Standard license.
2.3 You have the possibility to subscribe to our unlimited access subscription, which allows You to use an unlimited number of Works in an unlimited number of Projects within the framework of the Catalog license described in the Specific Terms.
(1) The unlimited access subscription plan is described on HookSounds’s website.
(2) The unlimited access subscription has a one (1) year duration and automatically renews for the same duration. You may terminate Your subscription and prevent its auto-renewal by sending us a letter by mail or an e-mail (firstname.lastname@example.org) at least one (1) month before its expiration. HookSounds reserves the right to charge a new Fee (defined below) at the time of the subscription renewal, depending on its then current fee. In this case, You will be notified about the increase or decrease in the applicable fees prior to the expiration of Your subscription. For the avoidance of any doubt, the one (1) year duration applicable to the Unlimited access subscription does not interfere with the duration of the selected Catalog license.
2.4 Prohibited uses
The following uses are prohibited under this Agreement:
(1) Any direct use of the Work, particularly making the Work available through direct download, streaming, as part of a compilation, by distributing CDs, DVDs, jukebox, or any other audio-only product containing a Work which is not synchronized or combined with other video or audio content.
(2) Any use of the Work in a way that is fraudulent, illegal, libelous, defamatory, offensive, discriminatory or in any way that promotes, solicits or encourages the infringement of intellectual property rights, including Artists’ moral rights, or otherwise brings HookSounds into disrepute.
2.5 Payment terms – Customer’s right of withdrawal
(1) In consideration of the license granted and the Service provided under this Agreement, the Client shall pay a fee (the “Fee”). Several options for payment of the Fee are available depending on the type of license purchased.
– Online payment through HookSounds’s website. You agree to pay for all the Services that You purchase through HookSounds and you authorize HookSounds to debit Your payment method for all Services purchased, as well as any additional amounts (including payment fees, if any) incurred by You or relating to Your Account. You are responsible for the timely payment of all Fees and for providing HookSounds with a valid payment method for the payment of any Fee and related charges. You agree to receive all invoices electronically, including by email. The total price shall include the price of the Services.
(2) Right of withdrawal (at a distance purchase): If You are a consumer and purchased at a distance (i.e. online), You are entitled to cancel Your purchase within 14 days from the date of the order without giving any reasons. To cancel Your purchase, You must inform HookSounds of Your decision. In order for the decision to be taken into consideration immediately, we recommend that You use the “Contact Us” section (email@example.com) or our online instant messaging program in order to cancel Your purchase. You also have the possibility of informing us by using the cancellation form template below or through any other clear statement. In order to comply with the cancellation period, You must send Your notice of cancellation before the expiration of the 14-day period. Consequences of cancellation: HookSounds will refund You within a maximum period of 30 days from the date of receipt of Your notice of cancellation. HookSounds shall use the same payment method as that used for the transaction and no additional fees will be billed to You for the refund. Exception to the right of withdrawal: You may not, however, cancel Your purchase as a consumer within the said period of 14 days for the delivery of digital content if the downloads started following Your request and Your acceptance of the fact that in doing so, You lose Your right of withdrawal. The user must have downloaded less than 30 tracks in that time period. If the Subscriptions are cancelled within such a time period of 15 days, the licenses downloaded by the user will be erased from the Account and become unavailable and you will not be allowed to use anymusic after this cancellation. Cancellation form template: – Recipient: HookSounds SRL 6169 Almirante Harwood, Montevideo, Uruguay- I hereby inform you of my decision to cancel my purchase for the following: (insert the reference of the purchase, type of license purchased, etc.) – Ordered on (date)/received on (date) – Consumer’s name – Consumer’s address – Date HookSounds reserves the right, until a purchase is complete, to modify the prices of the Services, and HookSounds shall offer no discounts or refunds in the event of a price drop or a promotional offer subsequent to purchase.
(3) Any delay in payment of an invoice may result in an additional charge of one percent (1%) per month until payment is received. HookSounds also reserves the right to close the Client Account and terminate the Agreement.
(4) The Client is responsible for paying any bank or similar fees/charges, sales taxes, valued added taxes and withholding taxes imposed by any jurisdiction for use of the Works and/or deriving from the license granted to You.
3. Client representations and indemnification obligations
(1) The use of the HookSounds Licensing Services requires that You register and provide some personal information to HookSounds. You agree to provide HookSounds with accurate and complete information and keep it up-to-date. Login credentials may grant You access to some restricted Services. Such credentials are personal to You, and should not be shared with or disclosed to third parties under any circumstances. You agree to hold HookSounds harmless from and against any wrongful use of Your credentials or account, whether or not fraudulent, caused by Your acts or omissions, or those of a third party.
(2) You agree to defend, indemnify and hold HookSounds, its affiliates and the Artists harmless from and against any claims, costs, demands, expenses and liabilities which may result from breach by You or anyone acting on Your behalf or using your credentials or account of any terms of this Agreement.
(3) For each use of the Work You must give attribution to the Artist as follows: “Artist’s Name – Work’s Title”, when the gotten license requires so constraints make it impossible to give such attribution. You shall also use Your best efforts to include “Music by HookSounds”.
(4) If You purchase a Catalog license, You agree to transmit to HookSounds a copy of the Project in which the Work is incorporated, and authorize HookSounds to transmit this copy to the Artist for informational purposes only. You also authorize HookSounds to use its copy of the Project to promote its Services.
(5) If You purchase a Catalog license, You must not use the word “HookSounds” or any other element, including but not limited to, HookSounds design, colors, trademarks, domain name or logo, in a manner that suggests that the Project originates with or is endorsed by HookSounds in any way. You must also ensure that the Project user experience and appearance are not confusingly similar to the user experience, appearance or “look and feel” of any part of the HookSounds Services.
(6) You hereby agree and authorize HookSounds to use Your and/or Your legal entity’s name, logo, and/or trademark in order to promote HookSounds Services. You expressly authorize HookSounds to use these elements, for business reference purposes, on its website and in any presentation, report, case study, marketing materials and similar documentation. 5. HookSounds representations, indemnification and limitation of liability
(7) HookSounds represents and warrants that the Artists, by joining HookSounds Licensing’s platform and catalogue and accepting the HookSounds Licensing Distribution Agreement, represent and warrant that they hold sufficient rights in the Works to grant to HookSounds the required licenses for the distribution of the Works on the HookSounds Licensing platform and, through HookSounds, to its clients and partners under this Agreement. Accordingly, HookSounds represents and warrants that Your use of the Work(s) in accordance with this Agreement and in the form delivered by HookSounds will not infringe any third-party copyright or related intellectual property rights (i.e. neighboring rights).
(8) Provided that the Work(s) is (are) used by You in accordance with this Agreement and that You are not in breach of this Agreement, HookSounds shall defend, indemnify and hold You harmless from and against any claim that may result from a false statement by, or a breach of the HookSounds Licensing Distribution Agreement by, an Artist. However, any amount to which you are entitled is subject to the following conditions and limitations: (i) You must promptly notify in writing HookSounds of any such claim, as HookSounds is not liable to pay any amounts resulting from such claim that were incurred by You before the date HookSounds received Your notification, and (ii) HookSounds’s liability is limited to 33% of the aggregate Fees You paid to HookSounds during the 12 months preceding the date HookSounds received Your notification.
(9) All Works delivered by HookSounds to You in performance of this Agreement are selected by HookSounds’s Music Team at its sole discretion, employing its own criteria of sound quality, composition quality and/or popularity on the HookSounds website. The Works are provided on an “as is” basis and, except as expressly mentioned in this Agreement, HookSounds disclaims all warranties and conditions of any kind relating to the Works, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
(10) HookSounds does not represent or warrant that You will not be required to pay performing rights fees or any other similar fees to local performing rights organizations or similar collecting societies under specific local statutes or legislations.
(11) HookSounds does not represent or warrant that the Service will operate without interruption or error-free, or that the Service will be accessible at all times, and in particular, HookSounds has no responsibility for the quality of Your Internet or connectivity and particularly in the event of Internet network congestion or insufficient Internet connection bandwidth (a minimum internet connection speed of 1Mbit/sec is highly recommended). HookSounds also may temporarily suspend the operation of the Service in order to implement improvements or perform necessary routine or emergency maintenance, and will do its best to give You advance notice of any suspension.
(12) Unless expressly authorized in this Agreement, HookSounds disclaims all liability to the Client or any third party for any direct or indirect cost, claim or damage resulting from the performance of this Agreement, or the lawful termination hereof, including but not limited to, loss of data, loss of profits and loss of opportunity. Furthermore, HookSounds shall not be liable for any cost, claim, damage or loss resulting from a modification made to the Work(s) by You or the context in which the Work(s) is (are) used.
(13) With respect to the all Works and any other copyrighted material owned by third parties in the Service and/or on any HookSounds website, HookSounds is an Online Service Provider under the United States Digital Millennium Copyright Act or “DMCA” (17 U.S.C. § 512). HookSounds has implemented procedures to promptly remove such content or information submitted by users when it receives a proper notification of claimed infringement (“Notification”). Such Notification must be in writing and include the following six (6) elements:
(1) physical or electronic signature of a person who is authorized to act on behalf of the owner of an exclusive right alleged to have been infringed;
(2) identification of the copyrighted work alleged to have been infringed;
(3) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and which should be removed (or have access disabled);
(4) information sufficient to permit HookSounds to contact the complaining party, such as name, address, telephone number, and if the complaining party has an email address, the email address where the complaining party can be reached;
(5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law;
(6) a statement that the Notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The remaining procedures will be followed with respect to any counter-notifications received by HookSounds as well. Please submit any such takedown notice under the DMCA to support@HookSounds.com with a copy mailed to: HookSounds S.R.L
6169 Almirante Harwood,
(1) If You breach any of Your obligations hereunder and fail to remedy the breach within 30 (thirty) days of HookSounds’s written notice of such breach (such notice being valid if done by e-mail, fax, regular mail ), HookSounds may, at its sole discretion, terminate this Agreement at any time after such 30-day period, effective upon receipt by You of a written termination notice from HookSounds. The exercise of this termination right by HookSounds shall be without prejudice to its right to seek damages for any harm suffered as a result of such termination. Upon termination You agree to cease any further use of the Work(s) and to delete all copies of the Work(s) in Your possession.
(2) In the case mentioned in paragraph (1) of this Section, the applicable Fee will however remain fully owed by the Client to HookSounds and shall not be subject to any reimbursement.
(1) HookSounds reserves the right to revoke or amend the terms of this Agreement and replace the Work with an alternative one for any reason, including but not limited to a claim of alleged copyright infringement by a third party. Upon notification from HookSounds, or if You become aware of such claim, You must immediately stop using the Work at Your own expense and delete all copies in Your possession.
(2) HookSounds is the sole holder of the intellectual property rights relating to the trademarks, patents, software, logos, graphics, images, photographs and animations contained in the Services. They may not be reproduced without HookSounds’s express written consent. HookSounds grants You a license to use them, strictly limited to accessing, downloading, reproducing on any digital media and using them, for private and personal purposes only (unless otherwise indicated in the Specific Terms), within the framework of the use of the Services by You and for such time as You are registered for the Services. Any use of the “HookSounds” trademark or logo, alone or associated with other contents requires HookSounds’s prior written consent (save to the extent expressly authorized under this Agreement, as the case may be).
(4) This Agreement is personal to the Client and may not be assigned to a third party without HookSounds’s prior written consent. HookSounds may assign rights or delegate its obligations under this Agreement to any parent, subsidiary, or as part of a merger or acquisition of its business or its assets.
(5) These General Terms may be periodically updated and modified. You are advised to recheck them on HookSounds’s website from time to time.
(6) In the event that any provision of this Agreement is held to be invalid, the parties hereby agree that the other provisions of the Agreement shall remain valid and that the Agreement will remain in full force and effect.
(7) This Agreement is governed by and shall be construed in accordance with the laws of Uruguay without regard to any conflict of laws principles. Any dispute arising out of or relating to its interpretation or performance, or the breach thereof, shall be exclusively referred to and settled by the competent courts of Uruguay.