Exclusive Sync Licensing Arrangement
INTRODUCTION
(a) You are a Copyright Owner who owns or controls certain musical works and/or sound recordings (“Represented Songs”) that you agree to be exclusively represented by GYROstream in accordance with the terms and conditions of this Agreement. For the purpose of this agreement, Represented Songs are those musical works which have been distributed within the GYROstream artist account (“Distributed Catalogue”), unless opted-out under the provisions in clause 6. You acknowledge the Distributed Catalogue is bound by general Terms of Service and Privacy Policy at https://www.gyrostream.com/legal/terms-of-service.
1.
Term:
The sync agreement is exclusive and lasts for an initial period of 12 months. The Artist may terminate the agreement by providing at least 30 days' written notice prior to the end of the initial 12-month term. If no notice is provided, the agreement will automatically roll over into a successive 12-month term. Thereafter, the agreement will continue to roll over into successive 12-month terms, with the same 30-day notice requirement prior to the end of any given term to terminate. No termination shall be effective during a 12-month term unless proper notice is given 30 days before the end of that term.
2.
Territory:
Worldwide on an exclusive basis.
3.
Appointment
a.
You hereby appoint GYROstream on an exclusive basis to act on behalf of the Represented Songs for the purpose of securing commercial placement and synchronization in film, television, and any other media now known or yet to be invented (“Activities”).
b.
The Represented Songs subject to this Agreement are those sound recordings and/or musical works owned or controlled by you in the Distributed Catalogue. Any further musical works and/or sound recordings can be added to this Agreement by submission and approval in writing or distributing the musical work via GYROstream.
c.
To effect our appointment, you grant us the exclusive right to use the relevant musical compositions and lyrics written by you for the Activities, subject to your assignment of rights to your affiliated PRO Performing Rights Association (e.g. APRA) or an affiliated performing rights society.
4.
Our Rights and Obligations
a.
We shall use our reasonable endeavors to commercially exploit, synchronize and place the Represented Songs on your behalf.
b.
We shall have the exclusive right to negotiate (in conjunction with an elected legal advisor if required) all contracts and arrangements for you in respect of the Activities but shall not enter into any contracts for you without your approval:
- Use or license of any Works in third-party advertising or promotion
- Synchronization license in film, TV, or video formats
- Translations or edits of the Works
- First mechanical licenses by others
- Free mechanical licenses
- "Grand rights" usage
- Where any performing rights organization grants industry-wide blanket licenses.
- Where GYROstream grants blanket licenses for pre-approved libraries.
c.
Represented Songs in pre-approved libraries may be licensed without additional approval, within pre-approved guidelines:
- Territory: Worldwide
- Use: Featured/Background
- Term: In Perpetuity
- Media: All Media excluding Theatre
- Fee: AUD $100–$10,000 + GST (up to 2 min use)
d.
If a song is placed and the composer is unpublished, you agree to allow GYROstream Publishing to register as the publisher for admin purposes:
- Writer receives 50% performance royalties via PRO
- Of the publisher’s 50%, 85% goes to the Writer, 15% to GYROstream
- GYROstream also retains 15% of mechanical royalties
e.
On termination, publishing rights revert to the songwriter, except for licenses in effect or under consideration during the 12-month Retention Period. After this, all rights fully revert.
5.
Royalties and Revenue Splits
a.
GYROstream takes:
- 50% of sync fees < AUD $1,000
- 25% of sync fees ≥ AUD $1,000
b.
For artist-initiated syncs where GYROstream assists, a 20% admin fee applies for services like negotiation and royalty payout.
c.
Where a writer is published elsewhere, GYROstream only takes a cut on the master side and any unpublished writer share.
Schedule of Fees:
- Sync & Licensing (GYROstream secured): 25%
- Sync & Licensing (artist referred): 20%
- Performance Royalties: 15% (if 4c applies)
- Mechanical Royalties: 15% (min $20 threshold)
- Extra services: 10% (min $100)
6.
Termination and Opt-Out
a.
The Artist may terminate the agreement by providing at least 30 days' written notice prior to the end of the initial 12-month term, or any subsequent 12-month term, via written notice to publishing@gyrostream.com. Upon receipt of the termination notice, all Represented Songs will be removed within 30 days following the end of the applicable term.
b.
The Artist may remove/opt-out individual songs from the Represented Songs catalogue at any time via written notice to publishing@gyrostream.com.
c.
A 12-month Retention Period follows termination, during which GYROstream may continue to secure licenses for the Represented Songs that were already in pitch before the termination notice. During this period, Gyrostream shall be entitled to its share of any fees or royalties generated from these licenses.
7.
Warranties and Indemnities
a.
The artist/songwriter warrants it holds the necessary rights and licenses to enter this agreement and that the content does not infringe any third-party rights.
b.
The artist indemnifies Gyrostream from all liabilities resulting from breaches of this agreement. This indemnity survives termination.
8.
Miscellaneous
a.
GYROstream pitches on a speculative basis and cannot guarantee placements.
b.
This agreement does not impact the songwriter’s income from sales or public performance.
c.
Licenses negotiated during the term may survive expiration of this agreement.
d.
The artist/songwriter indemnifies Gyrostream against any breaches.
e.
The agreement encourages seeking independent legal advice and is governed by the laws of Queensland, Australia.
