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 12 months, automatically rolling over for subsequent 12-month periods unless terminated as per the terms below. Pursuant to clause 6, you can terminate this agreement at any time with 30 days notice.
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 the use of any Works in any advertisement or promotion of third-party goods or services.
- Grant any synchronization license for use of a Work in any cinematographic film, television film or production, video cassette or disc, or any other audiovisual work (other than a so-called “video clip” embodying a performance of the Work concerned).
- Make or authorize any translations, adaptations, orchestrations, arrangements, or other material changes/edits to the Works.
- Grant a first mechanical license for the recorded performance of any Work by any performer other than the Writer.
- Grant any free mechanical license for any Work.
- Exercise any "grand rights."
- Where any performing rights organization grants industry-wide blanket licenses.
- Where GYROstream grants blanket licenses or catalogue-wide licenses for Represented Songs included in pre-approved libraries for synchronization to any third party in any country or countries of the Territory.
c.
Represented Songs included in GYROstream’s pre-approved libraries may be licensed without additional approval from the Writer, provided the licensing terms adhere to pre-approved guidelines. Such licenses may include catalogue-wide blanket licensing agreements with third parties for synchronization purposes.
The standard terms for GYROstream's pre-approved libraries are as follows:
The standard terms for GYROstream's pre-approved libraries are as follows:
- Territory: The World
- Type of Use: Featured/Background
- Term: In Perpetuity
- Media: All Media excluding Theatre
- Fee: Ranging from AUD $500 to $3,000 + GST, as an all-in fee covering both master and publishing sides, for up to 2 minutes in duration per use. Final fee depends on usage requirements and production needs.
d.
Where GYROstream successfully places a Represented Song (pursuant to clause 3 above), and where the composers/writers are unpublished, you agree to allow GYROstream Publishing (Digital Music Publishing Pty Ltd) to be registered as the publisher of the Represented Song with the artist’s affiliated PRO for administrative purposes.
- For performance and broadcast royalties, 50% of the songwriter’s PRO fees for the public performance or broadcast of the works will be paid directly to the Writer by their affiliated PRO e.g. APRA.
- Of the remaining 50% (the publisher’s share) received by GYROstream, 85% will be paid to the Writer with GYROstream retaining 15%.
- Additionally, GYROstream will retain 15% of the mechanical royalties.
d.
Upon termination of this Agreement, any publishing rights held by GYROstream in Represented Songs will revert to the songwriter, except for licenses that were in effect or actively under consideration during the 12-month Retention Period. At the end of the Retention Period, all rights to the Represented Songs will fully revert to the songwriter, including any publishing rights, with no further claims made by Gyrostream.
5.
Royalties and Revenue Splits
a.
Where GYROstream is successful in placing a Represented Song (pursuant to clause 3 above), we will negotiate and receive an appropriate license fee for its use (“Fee”). GYROstream shall charge a commission based on the amount of the Fee as follows:
- 50% commission for placements where the total sync Fee is less than AUD$1,000
- 25% commission for placements where the total sync Fee is AUD$1,000 or more.
b.
If the Artist independently secures a placement for a Represented Song (meaning you initiated and facilitated license negotiations with the licensor) and requests GYROstream to assist with administrative tasks, GYROstream will charge a 20% administrative fee from the total Fee. This fee covers services such as contract review, negotiation, invoicing, payment collection and royalty distribution. The remaining Fee will be paid to the Artist within 30 days of GYROstream’s receipt of a valid Tax Invoice.
c.
In the event that a songwriter(s) of the Represented Song(s) has an exclusive publishing agreement, GYROstream’s share of the Fee will only be on the master side plus any songwriter(s) that are unpublished.
Schedule of Fees
Schedule of Fees
- Synchronization and Licensing (Procured as per 5(a)): 25%
- Synchronization and Licensing (Referred as per 5(b)): 20%
- Songwriter Performance Royalties (where 4(c) applies)
- Mechanical Royalties (where 4(c) applies): 15% (only paid out when reach AUD $20)
- 10% commission on any additional licensing services outside the scope of the exclusive sync agreement, such as contract creation for production jobs or other projects. (Minimum Fee: $100 per service)
6.
Termination and Opt-Out
a.
The Artist may terminate the agreement at any time via written notice to publishing@gyrostream.com. Upon receipt of the termination notice, all Represented Songs will be removed within 30 days.
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 that, with the exception of prior rights vested in music collection societies (e.g., APRA, ASCAP), it has all rights necessary to enter into this agreement, including ownership and/or controlling rights in the composition(s)/sound recording(s) and clearances for any third-party material incorporated in the composition(s)/sound recording(s), and that the use thereof will not infringe upon the rights of any third parties.
b.
The artist indemnifies Gyrostream against any and all liabilities, claims, damages, penalties, and expenses, including reasonable legal fees and court costs associated with any claim, demand, or action arising out of any breach of this agreement (including the warranties made by the artist hereunder). The indemnity in this agreement is a continuing obligation and will survive the termination of this agreement.
8.
Miscellaneous
a.
Gyrostream’s efforts include speculative pitching and marketing, and we are not liable if placements are not secured.
b.
This agreement does not affect the songwriter’s pre-existing rights to income from sales and public performance.
c.
Licenses negotiated by Gyrostream during the term may survive the agreement’s expiration.
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.
