Songbay Licence Contract Example
This page shows the current terms used for new Songbay licence purchases. A completed contract also contains the buyer, seller, work, fee, selected licence, acceptance record and completion details in Schedule A.
Quick guide: Digital Downloads are for private personal use. Standard and Extended Licences are non-exclusive, worldwide and cover one project. The Extended Licence permits broader creative adaptation. Copyright transfer prices are enquiries only and are not part of Songbay checkout.
See the short buying-option summaries. These summaries and the FAQ help explain the contract but do not replace it.
Ownership and composition shares at a glance
- Complete songs: the original songwriter or songwriters retain 100% ownership of the pre-existing composition between them, subject to existing writer and publisher shares. A sole songwriter who controls the composition retains the full 100%.
- Licensed lyrics: if the lyric is turned into a song, the lyricist receives the full agreed licence fee and a 25% share of the resulting musical composition.
- Separate income: composition shares do not create ownership of another party's master recording or a share of their wider project income. Songbay does not collect or administer continuing royalties.
Songbay Music and Lyric Licensing Agreement
Licence terms version: 2026-09-30-v3
This Agreement is between the copyright owner identified in Schedule A (the Licensor) and the buyer identified in Schedule A (the Licensee). Songbay provides the marketplace, transaction record and delivery facilities. Songbay is not the owner of the Work, a party acquiring composition rights, a publisher, a collecting society, a royalty administrator or the supervisor of the Licensee's Project.
1. Key definitions
Work means the song, instrumental, backing track, beat or lyric identified in Schedule A. Project means the single production, release, campaign, series or other use identified in Schedule A. Composition income means income attributable to the underlying music and lyrics; it does not include sound-recording or master income or the Licensee's wider production, advertising, film, game, theatre, business or other Project revenue.
If no Project is identified at purchase, the licence attaches to the first Project in which the Licensee incorporates or uses the Work. Ordinary edits, trailers, language versions, platform formats and promotional excerpts for that same Project remain part of it. A sequel, separate episode, unrelated advertisement, unrelated campaign or new production is a new Project unless Schedule A expressly identifies a complete series, season or campaign as the Project.
2. Rights at a glance
Schedule A identifies the licence purchased. The detailed terms below support this comparison and take precedence over summaries elsewhere on the website.
| Work | Standard Licence | Extended Licence |
|---|---|---|
| Licensed song or recording | Use the original recording in one Project and make practical technical edits such as trimming, fades, level changes and format conversion. | Broader commercial and creative adaptation for one Project, including permission to rearrange, remix, restyle or make a new recording from the song. |
| New master | Use the supplied original recording within the authorised Project. | The Licensee may own a genuinely new master recording they create for the authorised Project, without acquiring the original composition or original master. |
| Both licences | One Project, worldwide, for the Project's lifetime; non-exclusive; unlimited legitimate views, streams, copies and downloads within that Project; creator credit and accurate rights metadata required. | |
3. Formation, effective status and digital supply
The Licensor accepts the applicable terms in advance by publishing the Work for licensing and selecting the licence type and price. The Licensee accepts through the recorded checkout action and purchase.
This Agreement becomes effective only when the terms have been accepted, valid payment has been confirmed, applicable payment, security and business-rule checks have passed, and Songbay's transaction record is correctly marked complete. A payment receipt, payment-provider reference, temporary download link, exposed file, completed-looking status or other technical or administrative error does not by itself create or validate a licence.
A transaction may remain processing, incomplete or held where a payment falls outside the applicable payment thresholds, security or fraud checks require review, or an obvious material pricing or data-entry error is detected. Ordinary seller regret or a later change of mind is not a pricing error and does not cancel an otherwise valid completed licence.
By giving the recorded digital-supply acknowledgement, the Licensee requests access to begin as soon as the required checks are complete and acknowledges that the statutory right to cancel the digital supply ends when valid digital supply begins. This does not limit any mandatory right concerning defective, incorrect or unlawfully supplied content. Merely submitting payment while a transaction is processing or guarded does not begin valid digital supply.
4. Grant, territory, duration and one-Project scope
Once the transaction has validly completed, the Licensor grants the Licensee a worldwide, non-exclusive, non-transferable licence to use the Work in one Project under the licence type identified in Schedule A. The licence continues for the lifetime of that Project unless terminated for material breach.
There is no numerical limit on legitimate views, streams, copies or downloads of the completed Project within the rights granted by the selected licence. Perpetual duration and unlimited reach do not permit use in another Project. A separate Project requires another licence or separate written permission.
Removal of the Work from Songbay, closure of the Licensor's account or a later exclusive arrangement does not revoke an earlier valid licence. The Licensor retains ownership of the original Work and may continue to use, perform, record, publish and grant further non-exclusive licences for it. A later licence does not disturb an earlier valid licence, and the Licensee receives no exclusive ownership, priority or right to prevent other authorised uses.
The Licensee may not grant or transfer this licence or any rights in the Work to another person, make the Work available as a standalone asset or use it in another Project. No copyright ownership transfers under this Agreement. Copyright transfer enquiries are separate from Songbay licence checkout and require a separate written assignment agreed directly by the relevant buyer and copyright owners.
5. Licence types
Digital Download (songs only)
A Digital Download is available only for a song or recording and records one website purchase for private personal listening. It is not offered for lyrics. It grants no public-performance, commercial, synchronisation, adaptation, reproduction, distribution or Project-use rights. The displayed fee is the total price for that download purchase and is not a per-use, per-copy or continuing payment.
Standard Licence
A Standard Music Licence permits the original recording to be synchronised or otherwise used in one Project, including online video, podcast, presentation, advertising or broadcast use forming part of that Project. The Licensee may make practical placement and formatting edits such as trimming, fades, level adjustment and format conversion. The Standard Licence does not permit rewriting, remixing, rearranging, restyling or rerecording the song, or distributing the Licensor's original recording as a standalone release.
Extended Licence
An Extended Music Licence includes the Standard rights and permits broader commercial use and creative adaptation for one Project, including permission to rearrange, remix, restyle or make a new recording from the song. The Licensee may own a genuinely new master recording they create and their genuinely original contributions, but does not acquire the underlying composition, the Licensor's original master or any writer's share merely by arranging, performing, producing or recording the Work. The Licensor's original recording must not be distributed or registered by the Licensee as their own standalone master.
6. Uses requiring separate written permission
Use in a film, digital game, animation or musical theatre production requires separate written, Project-specific permission from the Licensor. A request should identify the proposed Project, intended use, estimated production-budget range, intended distribution and territory, and expected release format and scale. An honest estimate is sufficient and may change; later success or an increased budget does not retrospectively invalidate an already authorised Project.
Informal correspondence, general guidance or a support reply does not amend this Agreement. Additional permission must identify the Work and Project and be expressly agreed in writing by the Licensor and Licensee. Songbay cannot grant additional rights on the Licensor's behalf unless expressly authorised to do so.
7. Ownership, composition shares, masters and income
The original songwriter or songwriters retain 100% ownership of the pre-existing composition between them, including their existing writer and publishing shares. A sole songwriter who controls the entire composition retains the full 100%; where co-writers or publishers exist, their established shares remain unchanged.
This licence does not transfer composition ownership or award the Licensee a songwriter share merely because the Work is licensed, arranged, performed, produced or recorded. The songwriter retains their applicable composition income, credit and the right to continue using and licensing the original Work.
The original composition, the Licensor's original master, any permitted new master and the wider Project are separate rights and revenue sources. Neither party acquires ownership of the other party's separate contributions merely because they are combined in the Project.
Songbay does not collect or administer continuing royalties or composition income under this Agreement. Each rights holder is responsible for registering their interest and collecting any income due to them.
8. Credit and rights metadata
The Licensee must give a clear credit wherever customary and reasonably or technically possible. For video-sharing and synchronisation uses, the Licensee must place the agreed credit in the description, end credits or other customary location and complete every relevant platform field that permits songwriter, composer, lyricist or rights-holder information.
- Unaltered or reasonably abridged lyric: "Lyrics by [Licensor]".
- Materially adapted lyric: "Original lyrics by [Licensor], adapted by [Licensee]".
- Rerecorded or rearranged song: "Written by [Licensor]; arrangement/new recording by [Licensee]".
Credits must distinguish original authorship from the Licensee's new contributions. An accidental omission that is promptly corrected is remediable. A deliberate false sole-ownership claim or refusal to correct inaccurate credit or metadata is a material breach.
9. Project collaborators and non-transferability
The Licensee may provide employees, musicians, performers, producers, editors, professional contractors, distributors and technical platforms with access reasonably necessary to create, deliver or distribute the one authorised Project. Their access must be limited to that purpose.
Those collaborators receive no independent licence or ownership interest. They may not use the Work outside the authorised Project, retain it for another Project, grant rights in it to somebody else or present the original Work as their own. The Licensee remains responsible for ensuring that Project collaborators comply with this Agreement. This practical permission does not make the licence transferable.
10. Content identification and artificial intelligence
The Licensee must not register or claim ownership of the Licensor's original recording or composition through Content ID, fingerprinting or a similar system. The Licensee may protect a genuinely new recording where the Extended Licence permits it, but any registration must be limited to rights genuinely owned in that new master. It must not claim the original master or the entire underlying composition. The Licensee must promptly release any erroneous claim against the Licensor or another authorised user.
Neither Standard nor Extended permits model training, fine-tuning, reusable dataset ingestion, voice cloning, artist impersonation or generation of replacement or competing works from the licensed material. Ordinary technical tools may be used solely to edit or produce the authorised Project where they do not retain the Work for training or create independent reuse rights. Broader artificial-intelligence use requires separate written permission from the relevant rights holders.
11. Identity, endorsement and added material
A licence to use the Work is not a licence to use the Licensor's identity or imply endorsement. The Licensee may use the Licensor's name for accurate creator credits, metadata and rights administration, but must not state or imply that the Licensor sponsors, approves or endorses the Project, product, service, organisation or message. The Work must not be used unlawfully, deceptively or in a defamatory context.
This Agreement covers only the Work identified in Schedule A. The Licensee is responsible for permissions required for material they add, including music, lyrics, recordings, footage, performances, images, trademarks and other content. The Licensor is not responsible for claims arising solely from material or alterations introduced by the Licensee. The Licensor remains responsible for controlling sufficient rights in the Work as originally supplied.
12. Warranties and authority
By listing the Work, the Licensor confirms that they own or control the rights needed to grant the advertised licence, have any required permission from co-writers, performers, publishers or other rights holders, and are not offering rights that conflict with an existing agreement or restriction.
The Licensee confirms that they will use the Work only as permitted and that information supplied for the transaction and Project is accurate in all material respects. Each party confirms that they have the legal capacity and authority to enter into this Agreement. A person acting for a company, partnership, band or other organisation confirms that they are authorised to bind that organisation.
13. Delivery and record retention
Delivery is digital through the Licensee's Songbay Sales & Purchases area after the transaction has validly completed. The completed contract and file are not ordinarily sent as email attachments. Processing and security checks may take several hours.
The supplied file must materially match the advertised Work and be usable in its stated format. Songbay may reasonably assist with a failed or corrupted download for a valid completed transaction. The Licensee should securely retain the downloaded file and contract because Songbay does not promise permanent hosting or indefinite re-download access. A temporary link or status exposed through error does not establish valid delivery or contract completion.
14. Licence fee, currency, tax and refunds
Schedule A states the Licence Fee in US dollars. A payment provider may convert that amount using its own exchange rate and may apply charges outside the Licensor's control. Any tax that must be collected with the transaction should be identified where applicable. Each party remains responsible for their own tax reporting and liabilities as required by law.
Subject to mandatory law, a completed digital licence is not refundable merely because the Licensee changes their mind or later disagrees subjectively with genre, style, instrumentation, creative suitability, platform acceptance, likely audience, income or commercial success. The Licensee is responsible for assessing the available preview and description before purchase.
This does not remove remedies required by law or reasonable investigation of duplicate or incorrect payments, delivery of the wrong Work, a materially defective or unrecoverable supplied file, absence of the necessary rights, suspected fraud, an obvious pricing error or a technical fault affecting formation or delivery.
15. Breach, correction and termination
A material breach that can reasonably be remedied must normally be corrected within 14 days after written notice. Minor accidental errors that are promptly corrected do not destroy an otherwise valid Project licence.
Immediate suspension or termination may apply where reliable evidence establishes that the Licensor lacks the necessary rights or the Licensee is using the Work outside the granted rights. Immediate action may also apply for fraud, deliberate infringement, unauthorised granting of rights to another party, an unauthorised standalone release, unlawful use, a deliberate false ownership claim or reversal of the required payment.
After termination, the Licensee must stop further use and distribution and remove the Work from the Project where reasonably practicable. Termination does not require impossible recall of every historical digital copy and does not remove rights or liabilities accrued before termination.
16. Claims and liability
Each party is responsible for reasonable, proven losses and third-party claims caused by their breach, negligence or unlawful conduct. A party seeking protection must give reasonable notice, allow reasonable participation in or control of the defence where appropriate, and take reasonable steps to limit loss. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded.
17. Formal notices
A formal notice concerning breach, rights ownership, correction, suspension or termination must be in writing, identify the Work and transaction, and be sent to the current email address recorded for the relevant party or through Songbay Support so an audit record can be retained. Each party is responsible for keeping their Songbay contact details current.
Routine creative discussion or informal correspondence does not become a formal contractual notice or variation merely because Songbay Support is copied. Copying Songbay Support on a significant dispute may provide a dated audit trail but does not make Songbay a party to the licence.
18. Events outside reasonable control
Neither party is responsible for delay or temporary inability to perform an obligation caused by circumstances genuinely outside their reasonable control. The affected party must take reasonable steps to reduce the effect and resume performance when practicable.
This protection does not excuse payment already due, lack of ownership or licensing authority, unauthorised use, false rights claims, an avoidable breach or failure to correct inaccurate credits or metadata. A platform outage, independent platform removal or platform-policy change does not by itself invalidate the licence or guarantee a refund. Rights-defect and remedy provisions continue to apply where removal results from the Licensor lacking the necessary rights.
19. General terms
This Agreement consists of the applicable versioned terms, Schedule A and the verified electronic purchase record. Schedule A controls transaction-specific facts such as the Work, licence type, Project, specially limited territory and Licence Fee. These terms control legal meaning and restrictions. Website summaries and FAQs explain the licence but do not silently enlarge or reduce the rights granted.
Any additional use or variation must be in writing, identify the Work and Project, and be expressly agreed by the Licensor and Licensee. If one provision is held unenforceable, the remainder continues in effect.
A failure or delay in enforcing a term of this Agreement does not waive that term. Any waiver must be clearly agreed in writing and applies only to the specific circumstance for which it was given. This does not displace any mandatory legal time limit.
Recorded checkout acceptance, transaction records and electronically supplied contract copies are valid evidence and may be retained electronically.
This Agreement is governed by the law and courts of England and Wales. Nothing limits any mandatory consumer protection or jurisdiction right that cannot lawfully be excluded.
Schedule A: Transaction details
| Agreement reference | Generated when purchased |
|---|---|
| Licence terms version | 2026-09-30-v3 |
| Contract record date | Generated when a transaction completes |
| Effective completion date | Generated when the transaction completes |
| Licensor | Example Licensor Recorded in the completed contract |
| Licensee | Example Licensee Recorded in the completed contract |
| Work | Example Work |
| Songbay item number | Generated when purchased |
| Work type | Song |
| Licence type | Standard Licence |
| Licence fee | Displayed at checkout |
| Territory | Worldwide unless an express written limitation is recorded |
| Term | Lifetime of one Project, subject to this Agreement |
| Project or budget information | The first Project in which the Work is used |
| Special permissions | None unless recorded in a separate written agreement expressly agreed by the parties |
| Composition share | Original songwriter or songwriters: 100% between them, subject to existing writer and publisher shares |
| Buyer acceptance | Recorded at checkout; Agree and continue to payment |
| Digital-supply acknowledgement | Recorded at checkout |
| Transaction status | Example or processing - no completed licence yet |
Songbay Music and Lyric Licensing Agreement
Licence terms version: 2026-09-30-v3
This Agreement is between the copyright owner identified in Schedule A (the Licensor) and the buyer identified in Schedule A (the Licensee). Songbay provides the marketplace, transaction record and delivery facilities. Songbay is not the owner of the Work, a party acquiring composition rights, a publisher, a collecting society, a royalty administrator or the supervisor of the Licensee's Project.
1. Key definitions
Work means the song, instrumental, backing track, beat or lyric identified in Schedule A. Project means the single production, release, campaign, series or other use identified in Schedule A. Composition income means income attributable to the underlying music and lyrics; it does not include sound-recording or master income or the Licensee's wider production, advertising, film, game, theatre, business or other Project revenue.
If no Project is identified at purchase, the licence attaches to the first Project in which the Licensee incorporates or uses the Work. Ordinary edits, trailers, language versions, platform formats and promotional excerpts for that same Project remain part of it. A sequel, separate episode, unrelated advertisement, unrelated campaign or new production is a new Project unless Schedule A expressly identifies a complete series, season or campaign as the Project.
2. Rights at a glance
Schedule A identifies the licence purchased. The detailed terms below support this comparison and take precedence over summaries elsewhere on the website.
| Work | Standard Licence | Extended Licence |
|---|---|---|
| Licensed lyric | Create one song for one Project. The Licensee may select, omit, repeat, shorten or reorder sections and make minor performance-led edits without substantially rewriting the lyric. | Create one song for one Project with broader rewriting, restructuring or translation of the lyric. |
| Composition share | The lyricist receives the full agreed licence fee and a 25% share of the resulting musical composition. | |
| Both licences | One Project, worldwide, for the Project's lifetime; non-exclusive; unlimited legitimate views, streams, copies and downloads within that Project; creator credit and accurate rights metadata required. | |
3. Formation, effective status and digital supply
The Licensor accepts the applicable terms in advance by publishing the Work for licensing and selecting the licence type and price. The Licensee accepts through the recorded checkout action and purchase.
This Agreement becomes effective only when the terms have been accepted, valid payment has been confirmed, applicable payment, security and business-rule checks have passed, and Songbay's transaction record is correctly marked complete. A payment receipt, payment-provider reference, temporary download link, exposed file, completed-looking status or other technical or administrative error does not by itself create or validate a licence.
A transaction may remain processing, incomplete or held where a payment falls outside the applicable payment thresholds, security or fraud checks require review, or an obvious material pricing or data-entry error is detected. Ordinary seller regret or a later change of mind is not a pricing error and does not cancel an otherwise valid completed licence.
By giving the recorded digital-supply acknowledgement, the Licensee requests access to begin as soon as the required checks are complete and acknowledges that the statutory right to cancel the digital supply ends when valid digital supply begins. This does not limit any mandatory right concerning defective, incorrect or unlawfully supplied content. Merely submitting payment while a transaction is processing or guarded does not begin valid digital supply.
4. Grant, territory, duration and one-Project scope
Once the transaction has validly completed, the Licensor grants the Licensee a worldwide, non-exclusive, non-transferable licence to use the Work in one Project under the licence type identified in Schedule A. The licence continues for the lifetime of that Project unless terminated for material breach.
There is no numerical limit on legitimate views, streams, copies or downloads of the completed Project within the rights granted by the selected licence. Perpetual duration and unlimited reach do not permit use in another Project. A separate Project requires another licence or separate written permission.
Removal of the Work from Songbay, closure of the Licensor's account or a later exclusive arrangement does not revoke an earlier valid licence. The Licensor retains ownership of the original Work and may continue to use, perform, record, publish and grant further non-exclusive licences for it. A later licence does not disturb an earlier valid licence, and the Licensee receives no exclusive ownership, priority or right to prevent other authorised uses.
The Licensee may not grant or transfer this licence or any rights in the Work to another person, make the Work available as a standalone asset or use it in another Project. No copyright ownership transfers under this Agreement. Copyright transfer enquiries are separate from Songbay licence checkout and require a separate written assignment agreed directly by the relevant buyer and copyright owners.
5. Licence types
Digital Download (songs only)
A Digital Download is available only for a song or recording and records one website purchase for private personal listening. It is not offered for lyrics. It grants no public-performance, commercial, synchronisation, adaptation, reproduction, distribution or Project-use rights. The displayed fee is the total price for that download purchase and is not a per-use, per-copy or continuing payment.
Standard Licence
A Standard Lyric Licence permits the lyric to be combined with music to create one song for one Project. The Licensee may reasonably select, omit, repeat, shorten or reorder verses or sections and make minor performance-led adjustments. This does not permit a substantial rewrite, translation or other material change to the lyric's essential meaning or character.
Extended Licence
An Extended Lyric Licence includes the Standard Lyric rights and permits broader rewriting, restructuring, translation or other material adaptation of the lyric to create one song for one Project. It does not create rights for unlimited projects or independent derivative works outside that Project.
6. Uses requiring separate written permission
Use in a film, digital game, animation or musical theatre production requires separate written, Project-specific permission from the Licensor. A request should identify the proposed Project, intended use, estimated production-budget range, intended distribution and territory, and expected release format and scale. An honest estimate is sufficient and may change; later success or an increased budget does not retrospectively invalidate an already authorised Project.
Informal correspondence, general guidance or a support reply does not amend this Agreement. Additional permission must identify the Work and Project and be expressly agreed in writing by the Licensor and Licensee. Songbay cannot grant additional rights on the Licensor's behalf unless expressly authorised to do so.
7. Ownership, composition shares, masters and income
If the licensed lyric is turned into a song, the Licensor receives the full agreed licence fee, retains ownership of the original lyric and must be credited and registered as a co-writer with a 25% share of the resulting musical composition wherever relevant registration and metadata systems permit it.
The 25% share applies to composition income. It does not create ownership of or income from the Licensee's new master recording, or a share of the Licensee's wider Project income. The Licensor remains free to use and license the original lyric for other projects.
The original composition, the Licensor's original master, any permitted new master and the wider Project are separate rights and revenue sources. Neither party acquires ownership of the other party's separate contributions merely because they are combined in the Project.
Songbay does not collect or administer continuing royalties or composition income under this Agreement. Each rights holder is responsible for registering their interest and collecting any income due to them.
8. Credit and rights metadata
The Licensee must give a clear credit wherever customary and reasonably or technically possible. For video-sharing and synchronisation uses, the Licensee must place the agreed credit in the description, end credits or other customary location and complete every relevant platform field that permits songwriter, composer, lyricist or rights-holder information.
- Unaltered or reasonably abridged lyric: "Lyrics by [Licensor]".
- Materially adapted lyric: "Original lyrics by [Licensor], adapted by [Licensee]".
- Rerecorded or rearranged song: "Written by [Licensor]; arrangement/new recording by [Licensee]".
Credits must distinguish original authorship from the Licensee's new contributions. An accidental omission that is promptly corrected is remediable. A deliberate false sole-ownership claim or refusal to correct inaccurate credit or metadata is a material breach.
9. Project collaborators and non-transferability
The Licensee may provide employees, musicians, performers, producers, editors, professional contractors, distributors and technical platforms with access reasonably necessary to create, deliver or distribute the one authorised Project. Their access must be limited to that purpose.
Those collaborators receive no independent licence or ownership interest. They may not use the Work outside the authorised Project, retain it for another Project, grant rights in it to somebody else or present the original Work as their own. The Licensee remains responsible for ensuring that Project collaborators comply with this Agreement. This practical permission does not make the licence transferable.
10. Content identification and artificial intelligence
The Licensee must not register or claim ownership of the Licensor's original recording or composition through Content ID, fingerprinting or a similar system. The Licensee may protect a genuinely new recording where the Extended Licence permits it, but any registration must be limited to rights genuinely owned in that new master. It must not claim the original master or the entire underlying composition. The Licensee must promptly release any erroneous claim against the Licensor or another authorised user.
Neither Standard nor Extended permits model training, fine-tuning, reusable dataset ingestion, voice cloning, artist impersonation or generation of replacement or competing works from the licensed material. Ordinary technical tools may be used solely to edit or produce the authorised Project where they do not retain the Work for training or create independent reuse rights. Broader artificial-intelligence use requires separate written permission from the relevant rights holders.
11. Identity, endorsement and added material
A licence to use the Work is not a licence to use the Licensor's identity or imply endorsement. The Licensee may use the Licensor's name for accurate creator credits, metadata and rights administration, but must not state or imply that the Licensor sponsors, approves or endorses the Project, product, service, organisation or message. The Work must not be used unlawfully, deceptively or in a defamatory context.
This Agreement covers only the Work identified in Schedule A. The Licensee is responsible for permissions required for material they add, including music, lyrics, recordings, footage, performances, images, trademarks and other content. The Licensor is not responsible for claims arising solely from material or alterations introduced by the Licensee. The Licensor remains responsible for controlling sufficient rights in the Work as originally supplied.
12. Warranties and authority
By listing the Work, the Licensor confirms that they own or control the rights needed to grant the advertised licence, have any required permission from co-writers, performers, publishers or other rights holders, and are not offering rights that conflict with an existing agreement or restriction.
The Licensee confirms that they will use the Work only as permitted and that information supplied for the transaction and Project is accurate in all material respects. Each party confirms that they have the legal capacity and authority to enter into this Agreement. A person acting for a company, partnership, band or other organisation confirms that they are authorised to bind that organisation.
13. Delivery and record retention
Delivery is digital through the Licensee's Songbay Sales & Purchases area after the transaction has validly completed. The completed contract and file are not ordinarily sent as email attachments. Processing and security checks may take several hours.
The supplied file must materially match the advertised Work and be usable in its stated format. Songbay may reasonably assist with a failed or corrupted download for a valid completed transaction. The Licensee should securely retain the downloaded file and contract because Songbay does not promise permanent hosting or indefinite re-download access. A temporary link or status exposed through error does not establish valid delivery or contract completion.
14. Licence fee, currency, tax and refunds
Schedule A states the Licence Fee in US dollars. A payment provider may convert that amount using its own exchange rate and may apply charges outside the Licensor's control. Any tax that must be collected with the transaction should be identified where applicable. Each party remains responsible for their own tax reporting and liabilities as required by law.
Subject to mandatory law, a completed digital licence is not refundable merely because the Licensee changes their mind or later disagrees subjectively with genre, style, instrumentation, creative suitability, platform acceptance, likely audience, income or commercial success. The Licensee is responsible for assessing the available preview and description before purchase.
This does not remove remedies required by law or reasonable investigation of duplicate or incorrect payments, delivery of the wrong Work, a materially defective or unrecoverable supplied file, absence of the necessary rights, suspected fraud, an obvious pricing error or a technical fault affecting formation or delivery.
15. Breach, correction and termination
A material breach that can reasonably be remedied must normally be corrected within 14 days after written notice. Minor accidental errors that are promptly corrected do not destroy an otherwise valid Project licence.
Immediate suspension or termination may apply where reliable evidence establishes that the Licensor lacks the necessary rights or the Licensee is using the Work outside the granted rights. Immediate action may also apply for fraud, deliberate infringement, unauthorised granting of rights to another party, an unauthorised standalone release, unlawful use, a deliberate false ownership claim or reversal of the required payment.
After termination, the Licensee must stop further use and distribution and remove the Work from the Project where reasonably practicable. Termination does not require impossible recall of every historical digital copy and does not remove rights or liabilities accrued before termination.
16. Claims and liability
Each party is responsible for reasonable, proven losses and third-party claims caused by their breach, negligence or unlawful conduct. A party seeking protection must give reasonable notice, allow reasonable participation in or control of the defence where appropriate, and take reasonable steps to limit loss. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded.
17. Formal notices
A formal notice concerning breach, rights ownership, correction, suspension or termination must be in writing, identify the Work and transaction, and be sent to the current email address recorded for the relevant party or through Songbay Support so an audit record can be retained. Each party is responsible for keeping their Songbay contact details current.
Routine creative discussion or informal correspondence does not become a formal contractual notice or variation merely because Songbay Support is copied. Copying Songbay Support on a significant dispute may provide a dated audit trail but does not make Songbay a party to the licence.
18. Events outside reasonable control
Neither party is responsible for delay or temporary inability to perform an obligation caused by circumstances genuinely outside their reasonable control. The affected party must take reasonable steps to reduce the effect and resume performance when practicable.
This protection does not excuse payment already due, lack of ownership or licensing authority, unauthorised use, false rights claims, an avoidable breach or failure to correct inaccurate credits or metadata. A platform outage, independent platform removal or platform-policy change does not by itself invalidate the licence or guarantee a refund. Rights-defect and remedy provisions continue to apply where removal results from the Licensor lacking the necessary rights.
19. General terms
This Agreement consists of the applicable versioned terms, Schedule A and the verified electronic purchase record. Schedule A controls transaction-specific facts such as the Work, licence type, Project, specially limited territory and Licence Fee. These terms control legal meaning and restrictions. Website summaries and FAQs explain the licence but do not silently enlarge or reduce the rights granted.
Any additional use or variation must be in writing, identify the Work and Project, and be expressly agreed by the Licensor and Licensee. If one provision is held unenforceable, the remainder continues in effect.
A failure or delay in enforcing a term of this Agreement does not waive that term. Any waiver must be clearly agreed in writing and applies only to the specific circumstance for which it was given. This does not displace any mandatory legal time limit.
Recorded checkout acceptance, transaction records and electronically supplied contract copies are valid evidence and may be retained electronically.
This Agreement is governed by the law and courts of England and Wales. Nothing limits any mandatory consumer protection or jurisdiction right that cannot lawfully be excluded.
Schedule A: Transaction details
| Agreement reference | Generated when purchased |
|---|---|
| Licence terms version | 2026-09-30-v3 |
| Contract record date | Generated when a transaction completes |
| Effective completion date | Generated when the transaction completes |
| Licensor | Example Licensor Recorded in the completed contract |
| Licensee | Example Licensee Recorded in the completed contract |
| Work | Example Work |
| Songbay item number | Generated when purchased |
| Work type | Lyric |
| Licence type | Standard Licence |
| Licence fee | Displayed at checkout |
| Territory | Worldwide unless an express written limitation is recorded |
| Term | Lifetime of one Project, subject to this Agreement |
| Project or budget information | The first Project in which the Work is used |
| Special permissions | None unless recorded in a separate written agreement expressly agreed by the parties |
| Composition share | Licensor: 25% if the lyric is made into a song |
| Buyer acceptance | Recorded at checkout; Agree and continue to payment |
| Digital-supply acknowledgement | Recorded at checkout |
| Transaction status | Example or processing - no completed licence yet |
