E-chords is a BMI licensee under an agreement
that guarantees us to make non-dramatic public presentations
of BMI works incorporated into audiovisual programming in the United States.
Below is a transcript of some of the relevant clauses in the aforementioned agreement:
- "BMI Works" means the musical compositions for which BMI has the right to license the
non-dramatic public performance on or through your Service at the time of your performance
during the Term.
- "Music Service" means an Internet web site, Application, or service, or a designated portion
or section thereof, the central focus of which is the transmission of audio and/or audio-visual
material comprising predominantly feature uses of music (e.g., music-formatted radio, on-demand
transmissions of music recordings or music videos, live concerts), as opposed to programming with
background or incidental and/or occasional feature uses of music (e.g., news/talk radio, situational
comedies, feature films).
- "Service" means, for purposes of this Agreement, the programming service through which
audio-visual programming is made available for transmission in the Territory to consumers over the
Internet, mobile and/or wireless networks and accessed and launched solely from LICENSEE’s Web Site,
Third Party Site Embedded Video Player or Applications; provided, however, that (i) the overall use
of music in the audio-visual programming made available on the Service is of a lesser intensity than
what is commonly understood as a Music Service; and (ii) your Service does not include audio-only
- "Territory" shall mean the United States, its commonwealths, territories, and possessions.
- "Third Party Site Embedded Video Player" means a LICENSEE-branded video player owned, operated,
and/or controlled by LICENSEE, through which the Service is made available that is embedded in,
and displayed on, a third party website pursuant to a contractual agreement between LICENSEE and
such third party website (“Third-Party Website Partner”). LICENSEE shall list all such Third-Party
Website Partners on Exhibit C of this Agreement, and may amend Exhibit C during the Term to include
additional Third-Party Website Partners by written agreement signed by both Parties.
- "Web Site" means your Internet domain comprising a series of interrelated Web Pages currently
registered with a domain name registration service and located at the URL (i.e., root domain of your
Web Site): e-chords.com. You may license additional Web Sites owned, operated and/or controlled by you
by listing such additional sites on Exhibit A hereto, and may amend Exhibit A by written agreement
signed by both Parties. You must comply separately with all reporting requirements and pay separate
license fees under this Agreement, including Annual Minimum License Fees, for each Web Site listed on
Exhibit A. References to Web Site shall include those additional sites listed on Exhibit A.
GRANT OF RIGHTS:
- BMI hereby grants to LICENSEE a non-exclusive license, subject to all the terms and conditions set forth
in this Agreement, to make non-dramatic public performances of BMI Works that are embodied in audio-visual
programming transmitted in the Territory to consumers over the Internet, mobile and/or wireless networks
in and as part of the Service during the Term. It is expressly understood that while this grant of rights
covers the transmission of the Service through Third Party Site Embedded Video Players on third party web sites,
this license does not include or extend to: (i) any other uses of BMI Works on any such third party web site;
or (ii) any programming services that are owned, operated, or controlled by a third party that may be made
available on or through the Service; such excluded uses cited in clauses 3.A(i) and 3.A(ii) are subject to
appropriate separate licensing. For the avoidance of doubt, it is further understood that the grant of rights
herein relates to use of BMI Works solely in audio-visual programming and does not extend to any Service or
offering that contains audio-only programming, which shall be separately licensed.
- This Agreement does not include dramatic rights or the right to perform dramatico-musical works in whole
or in substantial part. This Agreement also does not license public performances in any commercial
establishments, including, but not limited to, where all or a portion of the music available through your
Service is used as a commercial music service (as that term is customarily understood in the industry);
such performances of BMI music shall be subject to appropriate separate licensing.
- This license does not cover any transmission which is not part of the Service, and does not authorize
you to grant to others (including, but not limited to, third party web sites, Online Services, cable
television system operators) any license or right to perform publicly or cause to be performed by any means,
method or process whatsoever, any of the musical compositions licensed hereunder. In the event that all
or a portion of the Service is made available from a third party web site or included on a tier of services
by a third party for additional revenue, either independently or with other web sites, LICENSEE will
immediately notify BMI in writing. BMI and LICENSEE expressly agree that any such uses are not licensed
under this Agreement and shall be subject to appropriate separate licensing.
- This Agreement grants only public performing rights in musical works and does not grant any reproduction,
distribution, or any other intellectual property right(s) in such musical works, or any digital performance,
reproduction, distribution, or any other intellectual property right(s) in any sound recordings,
to any person or entity, including those that may receive and/or download or otherwise store the transmission
of the musical works licensed hereunder. Additionally, public performances originating from your Service
outside of the Territory may be subject to appropriate separate licensing.