This Agreement is made between Soundstream Licensing Pty Ltd T/A Melodial ("Licensor") and the subscribing Business ("Licensee"). It grants Licensee a public performance license for Melodial's music at the Licensed Premises in the United States. The parties agree as follows:
1. Grant of Public Performance License
License Grant: Licensor hereby grants Licensee a non-exclusive license to publicly perform Melodial's music catalog at one designated business location ("Licensed Premises"), from one device at a time. The device in use may feed any number of speakers, rooms or zones at the Licensed Premises through a speaker system, provided they all carry the same playback at the same time. Licensee may change which device it uses at any time, but may not play from more than one device simultaneously. Playing different music in different spaces at the same time requires a separate subscription and its own license (certificate) for each. This license allows the Licensee to play Melodial's fully owned catalog as background or foreground music within the Licensed Premises for the enjoyment of patrons or staff, including music played for instructed and group fitness classes held in person at the Licensed Premises. All rights that Melodial owns, and that are necessary for that public performance at the Licensed Premises, are included in this grant. Licensee may not transfer or extend this license to additional locations or to simultaneous playback from additional devices; each business location, and each additional simultaneous playback, requires its own subscription and its own license (certificate) unless otherwise authorized in writing.
2. Territory
Territory: This license applies at the Licensed Premises in the United States. Where the Licensee operates premises in another country, a separate subscription and the license document for that territory apply. The rights granted are those Melodial owns, exercised directly by the rightsholder rather than through a collective management organization.
3. Term of License
Term: This Agreement and the license it grants commence on the date Licensee's subscription to Melodial's service begins and remain in effect for the duration of the active subscription period, unless earlier terminated in accordance with this Agreement. If the subscription lapses or is terminated, the public performance rights granted herein shall immediately cease. Licensee must maintain an active Melodial subscription to rely on this license certificate. Licensor may issue updated license certificates upon renewal or as needed to reflect current terms or changes in applicable law.
4. Licensor's Rights and Authority
Rights Clearance: Licensor represents and warrants that all music made available through the Melodial service is fully owned by Melodial, with all rights necessary for public performance and sublicensing to business users. Every track provided is original content produced or controlled by Licensor, with no reliance on third-party or PRO-controlled repertoire. Licensor affirms that it has secured and holds the copyrights and permissions (musical composition rights, sound recording rights, and related rights) needed to grant Licensee the rights to publicly perform the music in a commercial venue. Accordingly, Licensor has authority to grant this license, and Licensee's use of the music as authorized will not, to the best of Licensor's knowledge, infringe any third-party copyright or require additional permissions.
Sublicensing: The public performance rights granted to Licensee are a permitted sublicense of Licensor's rights. Licensor is authorized to sublicense these public performance rights for use by Licensee in commercial premises. All royalties or fees to composers, artists, or rights holders for the public use of the music have been paid, waived or otherwise accounted for by Licensor. Accordingly, and to the maximum extent permitted by applicable law, Licensee owes no further royalties or licensing fees to any third party for the uses of Melodial's music covered by this Agreement.
5. Compliance with Public Performance Law
No Additional License Required: The public performance and communication to the public of the Melodial catalog at the Licensed Premises is authorized directly by the owner of all rights concerned. No work or recording in the catalog forms part of the repertoire of any collective management organization in any territory, and accordingly, to the maximum extent permitted by applicable law, no collecting society license is required for the use of the Melodial service at these premises.
International Norms: This Agreement is intended to be interpreted consistently with international copyright treaties and norms governing public performance rights. Melodial is the direct rights holder for all music it provides, and Licensee's use of the music as licensed is authorized without reliance on any local collecting society. If any question arises from a local authority or rights society, this Agreement (and the accompanying Certificate) demonstrates that the music is lawfully licensed for public use at the Licensed Premises.
6. Certificates and Inspections
Music License Certificate: Upon subscription, Licensor shall provide Licensee with a Music License Certificate that reflects the terms of this Agreement and identifies the Licensee and the Licensed Premises it covers. This certificate (which may be downloaded from Licensee's account portal) serves as evidence that Licensee holds a direct public performance license for Melodial's music. The certificate will note that Melodial's music is pre-cleared for public performance and that no additional license from any collective management organization is required for playback under this Agreement at the Licensed Premises. Licensee should keep this certificate at the business location (physically or digitally) and present it in the event of any inspection or inquiry. Licensor also makes available, from the same account portal, a Certificate of Rights Ownership and Repertoire Exclusion ("Rights Certificate") for the Licensed Premises, setting out the basis of Licensor's ownership of the catalog and its exclusion from collecting-society repertoire under the law of the Territory. Both certificates can be verified online at the URL and QR code printed on them.
Handling Inquiries: If an agent or representative of a collective management organization or other licensing body contacts or visits the Licensed Premises to inquire about music licenses, Licensee should present the Melodial Music License Certificate as evidence of permission, make no admission of liability and agree no payment without first contacting Melodial. The certificate and this Agreement set out the basis on which the music is licensed. Licensee should inform Licensor (Melodial) of any such inquiry promptly. Licensor agrees to support and cooperate in explaining or confirming the validity of this license to any such organization if needed. Licensee can refer the inspector or organization directly to Melodial's provided documentation or have them contact Melodial's support (as noted on the certificate) for verification. Because the music is pre-cleared and owned by Melodial, Licensee should not face issues with any collective management organization so long as Licensee is using Melodial's music in accordance with this Agreement.
Collecting Society Contact: If a collective management organization contacts Licensee regarding the public performance of music at the Licensed Premises, Licensee may forward the correspondence to Melodial at support@melodial.com within 14 days of receipt. Melodial will respond to the organization on Licensee's behalf as the owner of the rights concerned and will provide the Rights Certificate, playback logs and catalog metadata for the Licensed Premises. This is a service Licensor provides in support of this license. It is not a guarantee, indemnity or assumption of liability for any fee, remuneration or levy such an organization may claim from Licensee; Licensor's liability is addressed only in clause 7. It applies only to music supplied through the Melodial service and not to other music sources or uses outside this license.
7. Warranties and Indemnification
Licensor's Warranty: Licensor warrants that it has full right and title to grant the public performance rights hereunder, and that, to the best of Licensor's knowledge and belief, Licensee's use of the Licensed Music as permitted in this Agreement will not infringe any copyright, neighbouring right, or other intellectual property right of any third party. Licensor further warrants that it has taken all reasonable steps to ensure that no fees, royalties, or payments are due to any third party (including collecting societies, composers, publishers, labels or artists) by Licensee for the public performance of the Licensed Music on the Licensed Premises, all such obligations having been handled by Licensor's direct ownership or pre-clearance of the music.
Licensee's Warranty: Licensee warrants that it will limit public use of the music to the scope of this license (within the Licensed Premises and in the manner intended by the service) and will not play other music in the business environment while relying on this license. Radio, television, personal streaming accounts, downloaded files and live performance fall outside this license and may create separate obligations.
Indemnification: Licensor agrees to defend, indemnify, and hold Licensee harmless against claims, costs and liabilities arising from a claim by a copyright holder or similar entity that Licensee's public performance of the Licensed Music under this Agreement infringes that party's copyright or related rights, provided that Licensee's use is in accordance with the terms of this Agreement. Licensor will assume the defense and control any settlement, and will pay damages and costs finally awarded or agreed in settlement of such a claim.
Exclusions: This indemnity does not apply to (a) any statutory remuneration, equitable remuneration, levy or other mandatory payment imposed on a venue directly by law, irrespective of who owns the recording; (b) music from any source other than the Melodial service; (c) use outside the scope of clause 1 or in breach of Licensee's warranty above; (d) inaccurate premises information supplied by Licensee; (e) any period in which the subscription was not active.
Conditions: Licensee shall promptly notify Licensor of any claim or threatened claim, make no admission or settlement without Licensor's written consent, and cooperate reasonably with Licensor's defense. Delay that materially prejudices the defense may reduce Licensor's obligations under this clause.
Limits: Licensor's total liability under this indemnity to any one Licensee is limited to the greater of AUD 2,000 and twelve times the fees paid by that Licensee in the twelve months before the claim. Licensor's total liability under this indemnity to all Licensees combined, for all claims arising in any twelve-month period, is limited in aggregate to AUD 20,000. Apart from this indemnity, each party's total liability under this Agreement is limited to the fees paid by Licensee in the twelve months before the event giving rise to the liability, and neither party is liable for indirect or consequential loss, loss of profit, revenue or goodwill.
Remedies: Licensor may at its option procure the necessary rights, modify or replace the affected content, or terminate and refund the unused portion of the subscription. These remedies are available in addition to the limits above.
Mandatory rights preserved: Nothing in this clause limits liability for death or personal injury caused by negligence, for fraud, or any liability that applicable law does not permit to be limited, including mandatory consumer rights where they apply.
8. Cancellation, Refunds, and Fees
Cancellation: Licensee may cancel their subscription at any time by contacting Melodial's support team or through their account portal. Upon cancellation, the Licensee's access to the Authorized Platforms and the right to publicly perform Melodial's music shall continue until the end of the current paid Subscription Period, after which the license and all associated rights shall cease.
Refunds: Subscription fees are not refundable for early cancellation, except where a refund is required by applicable law or offered by Licensor under clause 7. Once payment has been made for a Subscription Period, the subscription fee covers the full Subscription Period regardless of whether the Licensee utilises the service for the entirety of that period.
Fee Changes: Licensor reserves the right to modify subscription fees upon reasonable notice to the Licensee. Any fee changes shall take effect at the commencement of the next Subscription Period following such notice. Continued subscription after a fee change constitutes acceptance of the new fees.
9. Data Protection and Privacy
Personal Data: Each Party shall comply with all applicable data protection and privacy legislation in connection with any personal data processed under or in connection with this Agreement, including but not limited to the Australian Privacy Act 1988 (Cth), the European Union General Data Protection Regulation (EU GDPR), and any other applicable local data protection laws in the Licensee's jurisdiction.
Data Collection: In the course of providing the service, Melodial may collect and process limited personal data relating to the Licensee, including business name, contact details, business address, payment information and service usage records. This data is collected and processed solely for the purpose of administering the subscription, issuing license certificates, supporting claims under clauses 6 and 7, providing customer support, and improving the service.
Data Storage and Security: Melodial shall implement appropriate technical and organizational measures to protect the personal data of Licensees against unauthorized access, loss, destruction, or alteration. Melodial's data storage and processing practices are further detailed in Melodial's Privacy Policy, available at www.melodial.com/privacy-policy/, which forms part of this Agreement by reference.
International Transfers: Where Licensee is located in a jurisdiction that restricts the transfer of personal data to countries outside that jurisdiction (such as the European Economic Area), Melodial shall ensure that any such transfer complies with applicable legal requirements, including the use of appropriate safeguards such as standard contractual clauses or equivalent mechanisms.
Licensee Rights: Licensees have the right to access, correct, delete, or restrict the processing of their personal data held by Melodial, subject to applicable law. Requests may be directed to Melodial's support team at support@melodial.com.
10. General Provisions
Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia, regardless of conflict of law principles. The parties agree that any dispute arising under this Agreement that is not resolved informally shall be subject to the jurisdiction of the competent courts in Victoria, Australia, unless applicable law in Licensee's jurisdiction requires otherwise. This choice of law does not affect any mandatory provision of United States law applicable at the place where the music is publicly performed.
Entire Agreement: This Agreement (together with any certificate issued hereunder and the Melodial Terms of Service by reference) constitutes the entire understanding between Licensor and Licensee regarding the public performance of Melodial's music at the Licensed Premises. It supersedes any prior agreements or communications. Any amendments must be in writing and agreed by both parties.
Non-Assignability: Licensee may not assign or transfer this license to any other party or location without Licensor's consent. Any attempted transfer or use of the music outside the Licensed Premises is not covered and may void this Agreement. However, Licensee may update the designated business location with Melodial if the business moves, so that a new certificate can be issued for the new address under the same subscription (at Licensor's discretion).
Termination: Licensor reserves the right to terminate this license (and the associated service subscription) if Licensee materially breaches the terms (for example, by using the music outside permitted uses or failing to remain a subscriber). In the event of termination, Licensee must cease all public performance of Melodial's music at the premises unless and until a new agreement is in place. Provisions intended to survive (such as indemnification) shall survive termination for any claims arising from the licensed period.
Severability: If any provision of this Agreement is held to be invalid or unenforceable under applicable law, the remaining provisions shall continue in effect and be interpreted so as best to carry out the parties' intent. The invalid portion shall be deemed modified to the narrowest extent necessary to make it enforceable, or if necessary, omitted, and the rest of the Agreement shall remain valid.
Certificate Backing: This written Agreement is intended to back up and substantiate the Melodial Music License Certificate and Rights Certificate issued to the Licensee. In any situation where proof of licensing is required, the Certificate together with this Agreement should be accepted as evidence of Licensee's rights to publicly perform the music at the Licensed Premises in the United States.
11. Acceptance
By subscribing to Melodial's service through any of Melodial's authorized channels (including the Melodial website, Shopify storefront, or mobile applications), the Licensee acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement. Completion of the subscription purchase and/or continued use of the Melodial service constitutes acceptance of this Agreement in its entirety. The person subscribing on behalf of Licensee affirms that they have authority to bind the business to these terms.
This Agreement is to be read in conjunction with the Melodial Music License Certificate issued to the Licensee.
For queries, contact: support@melodial.com | www.melodial.com