LEMONCAKE TERMS AND CONDITIONS
If you have any questions regarding any aspect of these Terms and Conditions or about any procedure, either downloading or uploading sound recordings, you can email us at email@example.com or write to us at Lemoncake Media Ltd, 32 Bloomsbury Street, London WC1B 3QJ.
Definitions and General Conditions
Throughout these Terms and Conditions:
- ‘Lemoncake’/’we’ shall mean Lemoncake Music Ltd, as Music Publisher and Licensor of the sound recordings, and Lemoncake Media Ltd, as Licensor/website provider facilitating the availability for music search and downloadings the sound recordings and of uploading sound recordings, as appropriate, whose registered office is at 32 Bloomsbury Street, London WC1B 2QJ.
- The term ‘Listener’/’you’ in the appropriate context shall mean the professional working in film, television, radio, advertising and/or new media using the Services to listen to music tracks to appraise their suitability for use in a production and to download any sound recording for the purpose of using it in a production. For sake of clarity, the Listener is reminded that the sound recordings in the Services are not offered for any kind of retail purpose or for copying, hire, distribution, unauthorised synchronisation, broadcast or public performance. Furthermore the Listener undertakes that he/she is aware of the licensing procedures the performing rights society appropriate to the territory and that he/she will correctly log all exploitations/usages with the appropriate performing rights society and that the listener undertakes that he/she is aware of the licensing procedures for the MCPS in the UK and that he/she will correctly log all exploitations/usages.
- The term ‘Composer’/’Composers’/’you’ in the appropriate context shall mean the writer(s)/owner(s) of original sound recordings wishing to submit it/them for appraisal of their suitability for the Lemoncake website. For sake of clarity, the Composer(s) is/are reminded that all terms and conditions apply to each Composer, where the track is written/owned by multiple Composers, which term is also used inter-changeably with the term ‘Collective’ in these terms and conditions and is understood to have the same meaning. Furthermore the Composer(s) confirm that he/she/they are already registered with the Performing Rights Society (UK) (or if outside of the UK the appropriate performing rights organisation PRO in your country). If not registered we recommend you join immediately using the following link, as any delay in registration will affect the payment to the Composer(s) of performance royalties: http://www.prsformusic.com/international/Pages/international.aspx
- The term ‘Services’ and/or ’Website’ used interchangeably includes the website facilitating online music search, selection and download by the Listener of Lemoncake’s sound recordings, all of which are registered with the Performing Rights Society (PRS) in the UK and ASCAP in the USA and any use is subject to the appropriate rate of royalties by the performing rights society appropriate to the location of its use. When used with reference to the Composer, the ‘Services’ include the aspects of the website facilitating upload of sound recordings.
Availability of the Services
Lemoncake does not guarantee the availability of the Services/Website in any way and accepts no liability to the Listener or Composer(s) whatsoever for any deficiency, total or minor, in the functionality of the website and reserves the right for any reason and at its sole discretion to terminate, change, suspend or discontinue any aspect of the Services including without limitation the content. In the event of any actual or potential liability arising in connection with any sound recording(s) supplied by the Composer(s) for the Lemoncake website, Lemoncake reserves the right to temporarily or permanently suspend availability of the sound recording(s) on the website.
You agree to indemnify Lemoncake from and against all costs, claims, demands, proceedings and damages including its own reasonable legal costs which are incurred by it howsoever arising in respect of any breach by you of these Terms and Conditions and from and against any claim or demand brought against Lemoncake by any third party arising out of your use of the Services.
Disclaimers and Limitation of Liability
To the extent permitted by law Lemoncake will not be responsible or liable for any loss or damages of any nature whether direct or indirect including any loss of profits or any consequential damages suffered or incurred by you arising out of or in connection with the use of the Services. Use by you of the Services is at your own risk. The Services are provided on an "as is" and "as available" basis without any representation or warranty of any kind whether express or implied including but not limited to any warranty as to content and accuracy of information, usefulness, title, non-infringement, fitness for a particular purpose or that the Services will meet your requirements. Further, no warranty is given by Lemoncake that the functionality of the Services will be uninterrupted or error free, that defects will be corrected or that the Services or the server that makes them available are free of viruses or anything else which may be harmful or destructive. If you are dissatisfied with the Services your sole remedy is to cease using them. Nothing in these Terms and Conditions shall be construed so as to exclude or limit the liability of Lemoncake for death or personal injury as a result of the negligence of Lemoncake.
These Terms and Conditions shall be construed in accordance with English law and you hereby submit to the exclusive jurisdiction of the English courts.
Download Conditions for Listeners
On registering as a Listener for Lemoncake’s Services, you must accept and undertake to continue to abide by and not use the Services in any way that contravenes these terms and conditions and disclaimers, which may be subject to future updates and amendments by Lemoncake without further notice other than a change of revision number and date. Your continued use of the Services following any such changes shall be treated as acceptance by you of such changes. Lemoncake reserves the right for any reason in its sole discretion to terminate, change, suspend or discontinue any aspect of the Services including without limitation the content.
If you are unsure about any aspect of Lemoncake’s Services, you must seek further clarification by emailing firstname.lastname@example.org before proceeding with your registration.
Listener ID Password and Security
The ability to download recordings from the Services is dependent upon your registration as a Listener. To complete the registration process you will need to provide certain information and register a Listenername and password for use with the Services. You are responsible for maintaining the confidentiality of your Listenername and password and also for all activities, which take place when your Listenername and password are used to log in to the Services. You agree to notify us immediately when you become aware of any unauthorised use of your Listenername and password or any other breach of security. In no event will Lemoncake be liable for any indirect or consequential loss or damage whatsoever resulting from the disclosure of your Listenername and/or password.
From time to time Lemoncake will email listeners and composers with various updates and useful information, by signing up to Lemoncake you agree to accept these emails. You can opt out of this service at any time by simply unsubscribing from the mailing list.
You agree that you will only use the Services in accordance with the purposes described and you warrant that you will not use the Services in any way which infringes the copyright, trademark, patent or other proprietary right of any party including but not limited to Lemoncake as publisher of the sound recording and to the composer of the sound recording and not to copy, disassemble, alter, amend, adapt, or in any way duplicate the sound recordings in any way. The Listener undertakes to ensure that all the necessary details are recorded with the MCPS https://musicshop.prsformusic.com/lmgr/ and where appropriate the PRS (Performing Rights Society) in the UK or its overseas affiliates.
The following uses are Prohibited
- Listener may not re-record or creatively alter or modify any Lemoncake tracks in any way without the written consent of Lemoncake. Listener may, however, edit the Lemoncake tracks to fit the needs of their production, including adjusting duration and volume.
- Listener may not integrate any Lemoncake music track(s), as found in the Music part of the Lemoncake.com website and represented in this agreement, into Listeners own music tracks, productions or compositions for the purpose of creating new copyrightable derivative music works or productions.
- Listener may not claim ownership or authorship of the Lemoncake tracks included herein.
- Listener may not sell, give away or trade the Lemoncake tracks included herein to any other individual or party, although the Lemoncake tracks herein can be sold only if embedded within Listeners derivative production which integrates the Lemoncake track(s).
- The Lemoncake track(s) may not be resold, traded or given away as part of other music or audio-related collections, in part or in whole.
- Listener may not sell the Lemoncake tracks included herein as cell phone ringtones.
- Listener may not resell the content on audio-only CDs or other media or in any kind of audio-only format without first seeking consent from Lemoncake.
- Listener may not record lyrics over the top of any of the Lemoncake tracks available at Lemoncake.com and copyright such new work nor release the new song as an audio-only release on CD or any other media. Adding vocals to a Lemoncake track can create a new copyrightable derivative song and, as such, uses of the music available at Lemoncake.com in this manner is STRICTLY PROHIBITED. The Listener may, however, add dialog or in-context singing (vocals) on top of the Lemoncake tracks licensed herein for uses in scenes within film and TV productions, provided that such vocal overlays or enhancements do not give rise to a separate copyrightable audio work and the Listener does not intend to create such a new copyrightable audio work.
- Listener may not distribute the Lemoncake tracks independently of a derivative product or production, or with any directions or instructions as to how the Lemoncake tracks may be extracted from a production, or with any invitation, suggestion or authorization that the Lemoncake tracks may be extracted from a production.
- Listener may not alter or delete any "watermark" or other ordinarily imperceptible identifier embedded within the Lemoncake tracks.
- Listener may not distribute the Lemoncake tracks in native format or reformatted, filtered, re-synthesized or otherwise edited, for use by any third party as sounds, music, multi-sounds, samples, multi-samples, programs or patches in a sampler, sample playback unit, website, compact disc (CD), DVD, computer, software or mobile phone.
Lemoncake shall have the right to terminate your access as a registered Listener of the Services without notice at any time, for any reason, including without limitation the breach by you of any of these Terms and Conditions. You agree that Lemoncake shall not be liable to you or any third party for any termination of your access to the Services including the suspension or discontinuance of the Services.
Intellectual Property Rights
All copyright and other intellectual property rights in all text, images, artwork, sound recordings, musical compositions, software and other content in the Services are owned by Lemoncake or are included with the permission of and/or under license from the relevant owner. You may only use the Services for the purposes of searching for and downloading music for use in professionally created audio visual productions. Images, trademarks and brands used in the Services are protected by copyright, trademark and other intellectual property laws and may not be reproduced or appropriated in any manner without prior written permission of their respective owner.
Upload Conditions for Composers
On applying to register as a Composer with Lemoncake Music Ltd, you must be aware that on full acceptance of your sound recordings for the Lemoncake website, you will be required to enter into a publishing contract with Lemoncake and that any future accepted tracks will also require you to enter into additional contracts, whether a full new publishing contract or an annex to an existing contract. These contracts are legally binding on both parties and you must ensure that you seek legal advice, as necessary.
You must also accept and undertake to continue to abide by these terms and conditions, which may be subject to future updates and amendments by Lemoncake without further notice other than a change of revision number and date. Your continued uploading of sound recordings, following any such changes shall be treated as acceptance by you of such changes. Lemoncake reserves the right for any reason in its sole discretion to terminate, change, suspend or discontinue any element of the website, including without limitation the content.
The Composer(s) will be required to enter into a legal agreement confirming that he/she/they have full power to assign the sound recording(s) exclusively to Lemoncake and to warrant that it/they are original works, for which there is no other conflicting publishing arrangement and that there are no third party illegal or unauthorised samples contained in any of the sound recording(s). Furthermore, all necessary clearances and permissions have been obtained at source for any bona fide samples that are contained in the sound recording(s) nor does it/they contain any obscene lyrics or are defamatory of any person, firm or company. The sound recording(s) must not infringe the copyright in any other work or the rights of any third party or have any claim or other legal action pending or threatened against it/them.
Submissions for Initial Evaluation
Music can be of any genre, with or without lyrics provided it is suitable for broadcasting purposes. The duration of the full version for evaluation should be between 2 minutes 30 seconds and 2 minutes 45 seconds. The first sound recordings (maximum of five) submitted by any potential new Composer(s) to the Lemoncake website must be in MP3 format (192 kbps or 320 kbps) for the purposes of evaluation by Lemoncake Music. Our aim is to provide a next-day evaluation.
Status of Submitted Recordings during the Evaluation Process
Lemoncake accepts sound recordings for evaluation on the understanding that they are offered SOLELY to Lemoncake for acceptance for 7 days from the date that the sound recordings are uploaded. During this period, Lemoncake undertakes in normal circumstances to either accept or reject the sound recordings. During the evaluation process Lemoncake will not use/exploit or assume to act as Publisher for the sound recordings and all rights will remain with the Composer(s) until such time that contracts have been received and signed by both parties.
- Following acceptance by Lemoncake by email to the Composer or in the case of a group of Composers/Collective to the Administrator of the sound recordings and whilst a formal contract is being finalised by the parties, the Composer(s) shall not offer the sound recordings to any other publisher;
- Where the sound recordings are rejected by Lemoncake, the Composer(s) shall be free to offer the sound recordings to all other publishers and Lemoncake undertakes to remove all MP3 versions of the sound recordings from its system.
Prior to Lemoncake entering into any contractual arrangement for any sound recordings, the Composer(s) will be required to provide further personal information, including home address and performing rights organisation identifying numbers (e.g. CAE – PRS UK). Where recordings have been submitted on behalf of a group of Composers/a Collective, Lemoncake will require all composers to be registered on the Lemoncake website. In the case of a Collective the Composer who first offered the sound recording(s) for evaluation shall be deemed to be the Administrator for the Collective and shall be responsible for ensuring the publishing contract is agreed and signed by all members/contributors/writers. The Administrator shall also be responsible for the creation and any subsequent updating of the Collective profile.
Format for Accepted Sound Recordings
- All files to be Stereo 44.1 KHz 16 or 24 bit .wav
- Full version 3'00"
- Cut down 30 second version
- If Full version contains vocals we will also require a non-vocal version
- A copy of the lyrics must be provided
- Optional - two further alternative mix versions of the composers choice – no longer than 3'00" per version
Titling of Sound Recordings
The Composer(s) shall submit their suggestion for the titling of his/her/their sound recordings on submission. Where the title is duplicated with any other sound recording on the Lemoncake website or already accepted for such, the Composer(s) shall be offered the opportunity to propose an alternative title. However, Lemoncake reserves the right to re-title the tracks as the company deems fit.
Additionally, the composer should title the uploaded .wav versions as follows (with the suggested track title inserted into the file name in place of ‘Tracktitle’:
Composer Profile Information
Once a track has been accepted by Lemoncake, the Composer(s) are requested to create a personal Online Profile. This profile should comprise a photograph or image of the best quality available and a biography of no more than 500 characters. This information can be updated by the Composer(s) at any time. For each track written by a Collective a separate profile can be created for that Collective. The responsibility for the content of the Collective Profile is that of the person deemed to be the Administrator (see ‘Accepted Submissions’ above).
The Composer(s) Profile and the Collective Online Profiles must not display text or images that:
- Infringe the copyright in any other work or the rights of any third party;
- Contain pornography and sexually explicit content;
- Contain offensive text or images;
- Incite hatred whether based on race, religion, gender, sexuality or otherwise;
- Promote, encourage or facilitate anti-social behavior
- Contain gratuitous violence or promote, encourage or facilitate violence;
- Promote, encourage or facilitate terrorism or other activities that risk national security;
- Discriminate against any specific social group of society;
- Promote, facilitate or encourage illegal activity;
- And/or are misleading, defamatory, or that contain illegal, or otherwise actionable content under UK law.
The Composer(s) is/are expected to maintain his/her their profile information on the Lemoncake website and to take full responsibility for its content, including but not limited to its accuracy. This content may also be used by Lemoncake for the purposes of marketing the services offered by Lemoncake and the Composer(s) both guarantee the correctness of the information and its suitability for this purpose.
The Composer(s) must ensure that Lemoncake is advised at the earliest possible opportunity of any changes to personal details, such as correspondence addresses, which does not obviate the need to ensure that the PRS or appropriate performing rights organisation (PRO) in your country must be similarly and separately kept up to date.