This Agreement is made between Soundstream Licensing PTY LTD T/A Melodial ("Licensor") and the subscribing Business ("Licensee"). It grants Licensee a worldwide public performance license for Melodial's music, replacing any need for local music licenses. 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 fully licensed music catalogue as a single audio stream ("Licensed Stream") at one designated business location ("Licensed Premises") anywhere in the world. A Licensed Stream is one continuous audio feed that may be played through any number of speakers or devices at the Licensed Premises, provided every speaker or device carries the same feed simultaneously. This license allows the Licensee to play Melodial's fully owned or exclusively licensed catalogue as background or foreground music within the Licensed Premises for the enjoyment of patrons or staff. All necessary rights for public performance of the Licensed Stream at the Licensed Premises are included in this grant. Licensee may not transfer or extend this license to additional locations, or to any additional, independently-controlled audio stream at the same or a different location; each business location and each independent stream requires its own subscription and its own license (certificate) unless otherwise authorised in writing.
2. Global Territory
Territory: The license is valid worldwide. Licensee is authorised to publicly perform the licensed music at the Licensed Premises in any country or territory globally, without geographic limitation. The rights granted here are intended to be effective and enforceable in all countries, in accordance with internationally recognised norms for public performance rights under copyright law. No matter where the Licensed Premises is located, this direct license obviates the need for any separate local public performance licenses.
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 either fully owned by Melodial or licensed to 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 all required copyrights and permissions (musical composition rights, sound recording rights, and any other related rights) needed to grant Licensee the rights to publicly perform the music in a commercial venue on a global basis. Accordingly, Licensor has full authority to grant this license worldwide, and Licensee's use of the music as authorised 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 guarantees that it is authorised to sublicense these public performance rights for use by Licensee in commercial premises internationally. All necessary royalties or fees to composers, artists, or any rights holders for the public use of the music have either been waived, pre-paid, or otherwise accounted for by Licensor. In short, Licensee owes no further royalties or licensing fees to anyone else for the uses of Melodial's music covered by this Agreement.
5. Global Compliance with Public Performance Laws
No Additional Licence Required: The public performance and communication to the public of the Melodial catalogue at the Licensed Premises is authorised directly by the owner of all rights concerned. No work or recording in the catalogue forms part of the repertoire of any collective management organisation in any territory, and accordingly no collecting society licence 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 authorised 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. Certificate of License and Inspections
Certificate of Compliance: Upon subscription, Licensor shall provide Licensee with a Certificate of License/Compliance that reflects the terms of this Agreement and identifies the Licensee, the Licensed Premises and the Licensed Stream it covers. This certificate (which may be downloaded from Licensee's account portal) serves as tangible proof that Licensee is covered by 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 PRO licenses are required for the Licensed Stream 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.
Handling Inquiries: If an agent or representative of a copyright collective, performing rights society, or other licensing body (e.g., PRS, GEMA, SACEM, etc.) contacts or visits the Licensed Premises to inquire about music licenses, Licensee should present the Melodial Certificate of License as evidence of permission. The certificate and this Agreement confirm that all music playing is fully licensed and legal, which should satisfy the inquiry. In addition, Licensee should immediately inform Licensor (Melodial) of any such inquiry. Licensor agrees to support and cooperate in explaining or confirming the validity of this license to any such organisation if needed. Licensee can refer the inspector or organisation 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 copyright agency or PRO so long as Licensee is using Melodial's music in accordance with this Agreement.
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 PROs, composers, publishers, labels or artists) by Licensee for the public performance of the Licensed Music on the Licensed Premises, all such obligations have been handled by Licensor's direct ownership or pre-clearance of the music. Licensee warrants that it will limit public use of the music to the scope of this license (e.g. within the Licensed Premises and in the manner intended by the service) and will not mix in unlicensed music in the business environment. Using only Melodial's approved music ensures the Licensee remains protected from copyright claims or performance fee demands arising from the use of Melodial's music.
Indemnification: Licensor agrees to defend, indemnify, and hold Licensee harmless against any and all claims, costs, or liabilities arising from a claim by a copyright holder, performing rights organisation, or similar entity that Licensee's public performance of the Licensed Music under this Agreement infringes their rights or requires additional fees, provided that Licensee's use is in accordance with the terms of this Agreement. In the unlikely event a performing rights society or other party initiates a claim or legal action against Licensee for playing Melodial's music as authorised, Licensor will assume the defence and cover any settlement or judgment costs, ensuring that Licensee incurs no expense. This indemnity gives Licensee added assurance that Melodial's license is legally sound and defensible worldwide, and that Licensee can use the music with peace of mind. Licensee shall promptly notify Licensor of any such claims or threats of claims and cooperate reasonably with Licensor's defence. The indemnity herein will be void if Licensee has breached the Agreement or used music not provided by Licensor in the Premises that gave rise to the claim.
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 Authorised 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.
No Refunds: Subscription fees are non-refundable. Once payment has been made for a Subscription Period, no refunds shall be provided for unused portions of that period, including in cases of early cancellation. Licensee acknowledges and agrees that 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), the UK General Data Protection Regulation (UK 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, and payment information. This data is collected and processed solely for the purpose of administering the subscription, issuing license certificates, providing customer support, and improving the service.
Data Storage and Security: Melodial shall implement appropriate technical and organisational measures to protect the personal data of Licensees against unauthorised 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, 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 hello@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 is made to ensure consistency with Melodial's terms of service and does not diminish the global validity of the license grant.
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. All territory restrictions are now replaced by the worldwide license terms herein. 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 Certificate of License 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. Businesses using Melodial and adhering to this Agreement can be confident they are fully covered and in compliance with music licensing laws, globally.
11. Acceptance
By subscribing to Melodial's service through any of Melodial's authorised 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 Certificate of License issued to the Licensee.For queries, contact: hello@melodial.com | www.melodial.com