Licence Agreement

This Licence is only valid in combination with proof of purchase in the form of an invoice from the OnHoldMessagingDirect website. The invoice contains a unique reference and the details of the Media User.

This licence agreement is between:-

Bright Cloud Media Limited, trading as OnHoldMessagingDirect.com, company number 5511247, Registered in England and Wales, United Kingdom and the registered Media User of OnHoldMessagingDirect.com.

NOW IT IS AGREED that:

1. AUDIO

Any Audio downloaded by the Media User is as subject to the following agreement and the terms of the Licence selected at the time of purchase. By downloading any Audio from OnHoldMessagingDirect.com you are accepting this agreement.

2. GRANT OF LICENCE

2.1 Scope of Licence

2.1.1 The Company hereby grants the Media User a non-exclusive licence to use the Audio for the purposes of on-hold telephone music.

2.2 Uses of Licence

2.2.1 The Media User may excerpt portions of the track and edit and/or loop each such portion to extend its length for creative, technical or timing purposes.

2.3 Limitations of Licence

2.3.1 The Licensee may not

(a) sell the Audio on its own for purposes of commercial sale

(b) make the Audio available to multiple computers over a network system

(d) modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Audio or its accompanying printed or written materials

(e) redistribute in automated web templates

(f) alter or embellish the Audio with intent to claim authorship

(g) enter into any uses encouraging or associated with illegal or illicit activities

2.3.2 Save as permitted by clause 2.1 the Media User does not have the right to use the Audio for any other purpose than specified by the Licence purchased. The Media User must purchase the right to use the Audio for any other purpose required from the Site or directly from the Company which it must then use in synchronisation with the Project.

2.3.3 The Audio may not be given or sold onto third parties in any format whatsoever other than as authorised hereunder.

2.3.4 No peer to peer.

2.4 Territory

The territory covered by the Licence is the world.

2.5 Non-exclusive

The Licence is granted on a non-exclusive basis.

3. CONSIDERATION

3.1 Licence fee

In consideration of the Licence the Media User will pay the Company the fee set out on the Site which is calculated according to the Licence selected. The fee will increase in the event the Media User wishes to purchase an additional Licence of the Audio.

4. LIABILITY FOR AUDIO SUBMITTED

The Media User acknowledges that the Company is relying on the warranties given by the Contributor that any Audio submitted to the Site does not infringe any third party rights or other agreements. The Company is not liable for any infringements in this respect.

5. OBLIGATIONS

5.1 Media user

5.1.1 The Media User will only use the Audio for the Project specified in this Agreement.

5.1.2 The Media User will facilitate inspection of the Project by the Company and will indemnify the Company in the event that it becomes apparent from inspection that the Media User has breached the terms of the Licence.

6. COMPANY WARRANTIES

6.1 Authority

The Company has the authority to enter into this Agreement.

6.2 Rights granted

The Company warrants that it has the right to grant the rights in clause 2 which form the basis of the Licence.

7. MEDIA USER WARRANTIES

7.1 Alterations

7.1.1 The Media User will not make any material changes to the Audio the resulting effect of which would be to alter the Audio beyond recognition.

7.1.2 The Media User will not claim authorship in the Audio following any necessary alterations to the Audio for the Project as specified in clause 2.2.1.

7.1.3 The Media User will not enter the Audio or any Project containing the Audio into any digital fingerprinting system.

7.2 Moral Rights

7.2.1 Any changes to the Audio by the Media User will not be to the extent that they infringe the Contributor’s right not to have his Audio subjected to derogatory treatment. The treatment of the work is derogatory if it amounts to distortion or mutilation of the work or is otherwise prejudicial to the honour or reputation of the author.

8. INTELLECTUAL PROPERTY RIGHTS

Neither this Agreement nor the Licence confers on the Media User any right to ownership of any intellectual property rights in the Audio or any other material associated with the Audio which is on the Site. Ownership of copyright was not assigned to the Company and remains with the Contributor.

9. TERM AND TERMINATION

9.1 Term

The Licence will continue until the date the copyright expires in the Audio subject to clause 9.2.

9.2 Termination

9.2.1 The Company has the right to terminate this Agreement and the Licence if the Media User materially breaches any terms of the Licence. For the sake of clarity a material breach includes a breach of warranties and obligations of the Media User.

9.2.2 In the event the Company becomes aware of any infringements in connection with the Audio submitted by the Contributor the Licence will terminate.

10. ASSIGNMENT/SUB-LICENSING

The Media User may not assign, sub-licence or sub-contract any of its rights under the agreement to a third party without the Company’s prior written consent.

11. ERRORS AND VIRUSES

The Company will use its best endeavours to correct errors and omissions as quickly as practicable after being notified of them. However due to the sophisticated technology required in operating the Site there may be times when obvious errors occur. The Company does not make any warranty that this Site is free from infection by viruses or anything else that has contaminating or destructive properties.

12. BOILERPLATE

12.1 Jurisdiction

Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this Agreement or the legal relationships established by this Agreement.

12.2 Entire Agreement

This agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between the parties relating to the subject matter of this agreement.

12.3 Severability

If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this agreement which shall remain in full force and effect.

12.4 Variation

No variation of this agreement shall be valid without the Company’s prior written consent.

12.5 Clause Headings

The headings to the clauses are for convenience only and are not to be taken into account in the interpretation of any part of this Agreement.

12.6 Definitions

In this Agreement:-

“Licence” means the licence granted pursuant to clause 2.1.1

“Audio” means the music or sound effect specified in clause 1

“Contributor” means the person/group that is submitting Audio under the terms of this Agreement

“Media User” means the customer who purchases a Licence through the Site

“Project” means the intended use of the Audio by the Media User which is specified in Clause 1

“Site” means the website www.OnHoldMessagingDirect.com or any other domain from which the Company sells Licences