License of External Resources

USER LICENCE This User Licence sets out the terms and conditions on which you ("Licensee") agree to access the Melodie API ("Publisher") via The Brief ("Reseller") to search, license, download and synchronise Track(s) into Production(s).

1. Definition

In this User Licence:

1.1. "All Digital Platforms" means all social media, online and digital platforms including YouTube, Twitch, Facebook, Instagram, X, podcasts, live streaming, mobile/apps, games/interactive media, DVD & data-storage devices, corporate, on-hold, in-flight and in-store/venues. For avoidance of doubt, All Digital Platforms excludes broadcast television, radio & in theatre/cinema programs.

1.2. "All Media Platforms" means all media now known or hereafter devised, including but not limited to broadcast advertising, broadcast television, VOD/OTT streaming services (such as Netflix, Hulu and Amazon Prime), broadcast radio, in-theatre/cinema, cinema advertising and All Digital Platforms.

1.3. "Copyright" means:
(a) any copyright under the Copyright Act 1968 (Cth);
(b) any copyright under the law of a country other than Australia; and
(c) rights in the nature of or analogous to the rights in (a) and (b) under the law of Australia or any other country (including future copyright and rights in the nature of or analogous to copyright).

1.4. "Melodie Platform" means the Publisher's online music licensing platform called 'Melodie'.

1.5. "Performing Rights Organisation" means performing rights organisations and/or collecting societies including the Australasian Performing Rights Association Limited (ABN 42 000 016 099) (APRA) and their international affiliates.

1.6. "Production" means (i) an audio-visual production into which Track(s) have been synchronised with still or moving images; or (ii) an audio-only production into which Track(s) have been synchronised with other audio elements such as narration or dialogue.

1.7. "Synchronisation Period" means the period during which the Licensee is an active member of the Reseller's Application with an active User Licence, subject to the terms and conditions of the Reseller.

1.8. "Track" means each sound recording, together with the associated musical work and lyrics.

Grant of Licence

2.1 Subject to the limitations set forth herein, Melodie hereby grants to the Licensee:
(a) the non-exclusive, non-transferable right to access and use the Melodie Platform for the purpose of evaluating Track(s) for possible synchronisation into Production(s); and
(b) upon the Licensee downloading Track(s) for synchronisation into a Production, a perpetual, worldwide, irrevocable, non-exclusive, non-transferable licence to reproduce the downloaded Track(s) into the soundtrack of the Production for use in All Media Platform.
(c) When more than one Track is licensed, the Licence is granted separately with respect to each Track. Each Track may only be sourced and downloaded via the Melodie Platform and only during the Synchronization Period.

2.2 The grant of rights expressly does not permit the Licensee to:
(a) use or reproduce any Track(s) for a work or subject matter other than in a Production, created during the Synchronization Period;
(b) use or resell any Track(s), in whole or in part, as a stand-alone item or in an audio-only Production in which music comprises the primary content or value;
(c) edit, modify, alter or adapt any element of any Track(s) or create any derivative works without the Publisher's prior written consent except for standard editing required to incorporate Track(s) into Production(s) such as setting in/out points, fades, etc.
(d) remove the watermark of a Track(s) when evaluating Track(s) prior to their authorised downloading;
(e) use any Track(s) for any purpose other than the rights granted herein;
(f) claim ownership of or otherwise register Track(s) on any user generated content distribution platforms such as YouTube;
(g) delete or alter any copyright or other proprietary notices signifying Publisher's ownership of the legal title to the Tracks;

2.3 The rights granted herein are granted separately with respect to each Track selected by the Licensee.

2.4 The Licensee's rights granted under this User Licence are subject to any rights vested in a Performing Rights Organisation. Notwithstanding anything else in this User License the Licensee understands and acknowledges that no licence is granted to the Licensee to perform in public or communicate to the public the Track(s). Performances in public and communication to the public of the Track(s) shall be subject to the parties responsible for such activities holding valid and subsisting licences from the parties holding such rights, where such rights are granted under relevant local law.

2.5 The Licensee's rights granted herein are granted solely to Licensee and Licensee acknowledges it may not sub-license the rights granted under this User Licence to any other person or entity. In the event that multiple persons utilise the applicable licence rights under this User Licence, the Licensee agrees it is principally and wholly responsible for the use of the licence rights by its employees and contractors in accordance with this User Licence.

2.6 Upon downloading Track(s), the Publisher shall make available an end-user licence agreement on the Melodie website detailing the intended use of Track(s) in a Production (End User Licence Agreement).

2.7 All rights in the Track not expressly granted to the Licensee under this User Licence remain with Melodie, including but not limited to the right to make changes to the Track or use any part of the lyrics or title of the Track as the title or subtitle of the Production. You acknowledge and agree Melodie owns the Copyright in any and all part of the Track and the recording of the Track.

Names and Likeness

3.1 The Licensee must obtain Melodie's written consent for any use of each Track composer's name, likeness and biography for the purpose of promoting the Track(s) or any form of publication of the Track(s).

Shutterstock

Applicable Terms:

USER LICENSE

1. Subject to the limitations set forth herein, Shutterstock hereby grants to Users who license an item of Shutterstock content through The Brief App ("Shutterstock Content") an individual, irrevocable, non-exclusive, nontransferable, right, throughout the world, in perpetuity, to use such Shutterstock Content, or any part thereof, an unlimited number of times, solely as incorporated into digital products and services (namely, User Created Content), created and distributed by the User using The Brief App. Notwithstanding anything in this User licence section, Users shall also be permitted to print such User Created Content which incorporate Shutterstock Content in compliance with this User Licence. In this respect, Shutterstock Content will be available to Users in the following file sizes: Images: Large.

2. Users who license an item of Shutterstock Content through The Brief App shall not use such content:
2.1. except solely as incorporated into the User Created Content and distributed using The Brief App or otherwise download any Shutterstock Content in its original, unaltered form outside The Brief App.
2.2. together with pornographic, defamatory, or unlawful content or in such a manner that it infringes upon any third party's trademark or intellectual property rights.
2.3. portraying any person depicted therein (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model:
a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like;
b) in connection with the advertisement or promotion of tobacco products;
c) as endorsing a political party, candidate, elected official, or opinion;
d) as suffering from, or medicating for, a physical or mental ailment; or
e) engaging in immoral or criminal activities.
2.4. as a trademark, service mark, or logo.

3. Nothing contained herein shall be deemed to transfer the copyright to any Shutterstock Content to Users. Shutterstock and/or the various artists who provide Shutterstock Content to Shutterstock own all rights, including the copyrights in and to the Shutterstock Content, and reserve all rights in and to the Shutterstock Content not expressly granted herein.