HALIDON LICENSING GENERAL
TERMS OF SALE
These General Terms of Sale (the “General Terms”) govern the terms and conditions by which the Client (the « Client » or « You » or « Your ») of HALIDON SRL, with legal office in Milan, via Quintiliano n. 41; VAT No. 12885130158 (« Halidon »), uses the Halidon Licensing service (the « Service » or « Services ») set up by Halidon 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 the members of the Halidon community (the « Artists ») and available in the Halidon Licensing catalogue. 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 Halidon 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 orservi ce on Halidon Licensing.
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 Halidon or the Artists.
2.1 General conditions of the Halidon Licensing “Catalog” license
(1) By purchasing a license for music synchronization, Halidon hereby grants You a perpetual, non-exclusive, non-transferable and non-sub-licensable license to use, reproduce and communicate to the public a Work as synchronized within a “Project” (as defined below), for the uses enumerated below and valid worldwide (e.g. for any online use and mobile in app use) or geographically limited depending on the type of Catalog license purchased: "Personal" license.
(2) For the purpose of this Agreement a Project (the “Project”) is a single audio or audiovisual or other multimedia creation containing the Work as reproduced in synchronization or timed relation with the rest (or a portion thereof) of the content of said creation. For example, with respect to an audiovisual creation a Project is the final cut of said creation.
(3) For the sake of clarity, whenever a right to synchronize a Work is mentioned in this Agreement, it means that the Work must be used by the Client in a synchronized form with other content (e.g. other audio content, video, images, website); thus, for instance, communicate the Work to the public, and/or have the Work communicated to the public, in an unsynchronized form (i.e. communicate to the public the Work on its own) is hereby prohibited.
(4) You may transfer the completed Project to a third party (e.g. Your client or licensee) to be reproduced and communicated to the public for uses permitted below, provided that such third party shall have no other rights to use the Work (beyond its use as part of the Project); in particular, such third party is not allowed to extract the Work from the Project.
2.2 "Personal" license permitted uses
As an individual and only on Your own behalf, You may purchase a Personal license provided You are at least 18 or over the age of majority applicable in Your country of residence. In the event You are a minor, You can only purchase a license with the prior written approval of an adult having legal authority over You (e.g. Your parents) and You must provide to Halidon upon first demand a copy of any document to substantiate said written approval.
The permitted uses under a Personal license are the following:
(1) Modify or adapt the Work, for the purpose of the uses hereby permitted, provided that You do not modify the Work to the prejudice of any moral rights retained by the Artists;
(2) Use and reproduce the Work for the purpose of synchronizing it as music for personal websites or personal blogs. For the avoidance of any doubt, said synchronization of the Work shall only allow background (passive) listening experience by online end users;
(3) Use and reproduce the Work for the purpose of synchronizing it in personal videos (e.g. family videos) or any other visual, audio (e.g. podcast) or audiovisual content created by You and on Your own behalf, and communicate the Project to the public online (including on video platforms such as YouTube, Twitch, Dailymotion, Vimeo, Facebook, and on podcasts platforms).
(4) use and reproduce the Work for the purpose of synchronizing it in Corporate Video ( for example showreel, video tutorial, backstage, case history)
You are not allowed to monetize the Project on any such online platform. Your Project has not to include any promotion or endorsement of a third-party’s brands, products or services for which You get paid by -and/or receive any kind of commercial benefit from - said third-party or its partners (e.g. paid product placement, sponsorships, ads).
2.3 Prohibited uses
The following uses are prohibited under this Agreement:
(1) Any direct use of the Work, particularly making the Work on its own 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 Halidon into disrepute.
3. Payment terms - Taxes - 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”) plus all taxes/VAT applicable (in the amount in effect on the date of the purchase) on the basis of the type of program offered through the Service and specifically selected at the time of the purchase.
(2) You agree to pay for all the Services that You purchase through Halidon and you authorize Halidon to debit Your payment method for all Services purchased, as well as any additional amounts (including all taxes and late 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 Halidon 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 plus all applicable taxes/VAT (at the rate in effect on the date of the purchase).
(3) Right of withdrawal (at a distance purchase): If You are a consumer resident in a Member State of the European Union and purchased at a distance (i.e. online or over the phone), You are entitled to cancel Your purchase order within 14 days from the date of the order without giving any reasons. If You are resident outside the European Union and if the laws of Your country of residence contain public policy provisions applicable to consumers including a similar right of withdrawal, You are entitled to cancel Your purchase order within the applicable time frame. To cancel Your purchase, You must inform Halidon of Your decision. In order for the decision to be taken into consideration immediately, we recommend that You use the "Contact Us" section.
In order to comply with the cancellation period, You must send Your notice of cancellation before the expiration of the 14-day period or other applicable time frame.
Consequences of cancellation: Halidon will refund You the amount corresponding to the Fee you paid within a reasonable time frame from the date of receipt of Your notice of cancellation.
Exception to the right of withdrawal: You cannot, however, cancel Your purchase as a consumer within said period of 14 days (or other applicable time frame) if the use of the Service(s) (e.g. download of Works) has started following Your request and acknowledgement that in doing so, You lose Your right of withdrawal.
Cancellation form template:
- 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
(4) Late Payment Interest. Halidon reserves the right to charge interest in case of late payment by the Client, at the rate of 10% per annum from the due date to the payment date.
Halidon may request a flat fee of 40.00 EUR to compensate for recovery costs without the necessity of a reminder. Halidon may also claim a reasonable indemnity to cover for all other costs which exceed this amount (namely to cover the expenses for a lawyer or a debt-collection company).
Halidon also reserves the right to stop providing the Client with the Service(s), to close the Client Account and terminate the Agreement.
(5) 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.
(6) Halidon reserves the right to modify the Fees of the Services and shall not offer any discount or refund in the event of a price drop or a promotional offer subsequent to a purchase by the Client.
4. Client representations and indemnification obligations
(1) The use of the Halidon Licensing Services requires that You register and provide some personal information to Halidon. You agree to provide Halidon 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 Halidon 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 Halidon, 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”, except where technical constraints make it impossible to give such attribution. You shall also use Your best efforts to include “Provided by Halidon”.
5. Halidon representations, indemnification and limitation of liability
(1) Halidon represents that the Artists, by joining Halidon Licensing’s platform and catalogue and by accepting the Halidon Licensing Distribution Agreement, represent and warrant that they hold sufficient rights in the Works to grant to Halidon the required licenses for the distribution of the Works on the Halidon Licensing platform and, through Halidon, to its clients and partners under this Agreement. Accordingly, Halidon represents that Your use of the Work(s) in accordance with this Agreement and in the form delivered by Halidon will not infringe the copyright and neighboring rights of any third-party.
(2) Halidon shall defend, indemnify and hold You harmless from and against any third party claim, including related cost reasonably incurred by You, resulting directly from a breach by Halidon of its representations hereunder. However, any amount to which you are entitled is subject to the following conditions and limitations: (i) You have not breached this Agreement; (ii) You have used the Work(s) in accordance with this Agreement; (iii) You must promptly notify in writing Halidon of any such claim, as Halidon is not liable to pay any amounts resulting from such claim that were incurred by You between the date the claim first arose and the date Halidon received Your notification; (iv) the claim concerned has been settled or has resulted in a final judgment adverse to You rendered by a court of competent jurisdiction; and (v) Halidon’s liability is limited to 33% of the aggregate Fees You paid to Halidon during the 12 months preceding the date Halidon received Your notification.
(3) All Works delivered by Halidon to You in performance of this Agreement are selected by Halidon’s Music Team at its sole discretion, employing its own criteria of sound quality, composition quality and/or popularity on the Halidon website. The Works are provided on an “as is” basis and, except as expressly mentioned in this Agreement, Halidon 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.
(4) Halidon 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.
(5) Halidon 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, Halidon 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). Halidon 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.
(6) Halidon disclaims all liability to You or any third party for any indirect or consequential liability, cost, claim or damage resulting from the performance of this Agreement, or the lawful termination hereof, including but not limited to, loss of profits, loss of opportunity, loss of reputation, loss of data. Furthermore, Halidon disclaims all liability for any cost, claim, damage or loss resulting from a modification made to the Work(s) by You or resulting from the context in which the Work(s) is (are) used.
(7) With respect to the all Works and any other copyrighted material owned by third parties in the Service and/or on any Halidon website, Halidon is an Online Service Provider under the EU Directive on Copyright.
Halidon 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 Halidon 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; and (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 Halidon as well. Please submit any such takedown notice under the EU Directive on Copyright to email@example.com with a copy mailed to:
Via Quintiliano, 41
20138 - Milan
(1) If You breach any of Your obligations hereunder and fail to remedy the breach within 30 (thirty) days of Halidon’s written notice of such breach (such notice being valid if done by e-mail, fax, regular mail or courier service), Halidon 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 Halidon. The exercise of this termination right by Halidon 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.
Section 2.3, Section 3 (until all payments have been made), Section 4, Section 5 (3), (4), (6) and (7), Section 6 and Section 7 (excluding its paragraph (5)) shall survive the expiration or termination of this Agreement.
(2) In the case mentioned in paragraph (1) of this Section, the applicable Fee will however remain fully owed by the Client to Halidon and shall not be subject to any reimbursement.
(1) Halidon 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 Halidon, 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) Halidon is the sole holder of the intellectual property rights relating to its trademarks, patents, software, logos, graphics, images, photographs and animations contained in the Services. They may not be reproduced without Halidon's express written consent.
Halidon grants You a license to use them, strictly limited to accessing, downloading, reproducing on any digital media and using them, for personal purposes only (unless otherwise indicated in the Specific Terms) and only 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 “Halidon” trademark or logo, alone or associated with other content requires Halidon'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 Halidon’s prior written consent. Halidon 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 consult them on Halidon’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 Italy 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 Milan – Italy.
(8) This Agreement and all related document have been originally drawn up in English. In the event of any discrepancy between this Agreement translated into other languages and the English version, the English version shall prevail.