NPREX® Rules of the Exchange

As a Participant in NPREX’s electronic marketplace for direct licensing transactions in the music licensing industry (the “Exchange”), and as agreed upon by your assent to the NPREX® End User License Agreement, you acknowledge and agree to adhere to the following Rules of the Exchange as a condition of your use of the Exchange:

  • 1.Definitions

    • (a) Agreeable Price Range - the range of prices determined by processes used by NPREX® to compute the price of a license based in part on some combination of one or more non-null Price Parameter(s), a Price Floor, and a Price Cap.
    • (b) Ask Price - the amount of money a licensor is willing to accept for a music license.
    • (c) Bid Price - the amount of money a licensee is willing to pay for a music license.
    • (d) Buyer - a Participant, or an agent thereof, seeking to purchase a license on the Exchange.
    • (e) Cancellation Period - the period of time during which a Participant may cancel a License.
    • (f) Catalogue - A collection of works that the seller has the right to license.
    • (g) License - the right to use music in a catalogue for a given time-period.
    • (h) License Period - the duration of the license as measured by the beginning of the time period and the end of the time period.
    • (i) Participant - a Buyer or Seller that is registered on the Exchange.
    • (j) PriceBounds - A range of prices containing a Price Floor, which may be zero, and a Price Cap, if one.
    • (k) Price Cap - the maximum price for a license.
    • (l) Price Floor - the minimum price for a license.
    • (m) Price Parameter - the measure on a scale of 0 to 10 of bargaining power exercised by a Seller on the Exchange, with 10 being the highest.
    • (n) Seller - a Participant, or an agent thereof, seeking to sell a license on the Exchange.
    • (o) Settlement - the reconciliation by the party to an NPREX® music license of its duty under the terms of the license.
    • (p) Work - A song or recording thereof.
  • 2.Truthfulness and Timeliness of Data.

    • (a) The data and catalogues Seller posts on the Exchange must be true and accurate.
    • (b) Seller must have the appropriate right to license the music and catalogues posted.
      • (1) The seller on NPREX® of a performance license must have the right to license the performance of each work within the catalogue in the license period.
      • (2) The seller on NPREX® of a synchronization license must have the right to license the synchronization of each work within the catalogue in the license period.
      • (3) The seller on NPREX® of a mechanical license must have the right to license the reproduction or distribution of the each work within the catalogue in the license period.
  • 3. Licensing.

    • 3.1 Eligibility For Creating an Offer.

      • (a) Only a Participant can create an offer to enter into a License on the Exchange.
      • (b) A Participant must establish the Essential Elements of an Offer in order to create an offer to enter into a License.
    • 3.2 Essential Elements of an Offer to Enter into a License.

      • The necessary elements of a music performance license on the Exchange consists of:
      • (a) License Period;
      • (b) Music Usage Type;
      • (c) Catalogue Identifier (An offer from a Buyer who is a participant on the Exchange need not include a Catalogue Identifier)
      • (d) Rights Types;
      • (e) Pricing Terms;
        • (i) Pricing Terms must consist of one or more of Price Bounds and Price Parameters.
          • (A) A null value for a Price Floor is interpreted as zero.
          • (B) A null value for a Price Cap is interpreted as null.
        • (ii) Price Parameters consist of a price parameter floor and a price parameter cap.
          • (A) A single Price Parameter is sufficient to satisfy this requirement even if no Price Cap or Price Floor is included by the Participant.
      • (f) Activation;
        • (i) A Participant who is a Seller must activate its offer to be accepted by a counter-party.
      • (g) Signatures
        • (i) A License must be signed by the Buyer and Seller. Failure to cancel within the Cancellation Period will be deemed a signature, and assent to the License will be implied.
    • 3.3 License transferability.

      • Licenses entered into on the Exchange must be non-transferable.
    • 3.4 Execution of a License.

      • (a) A License is fully executed on the Exchange upon the completion of both signatures or assent by failure to timely cancel the negotiations.
      • (b) Failure to cancel within the Cancellation Period will be deemed a signature and assent to the License will be implied.
        • (i) The Cancellation Period is five (5) calendar days following the automatic match of two offers.
        • (ii) The Cancellation Period is one (1) calendar day following the manual acceptance of an offer by the buyer.
      • 3.5 Buyer Rights.

        • The Buyer of a fully executed License is owed the right to use the catalogue that is the subject of the license according to the terms of the License.
      • 3.6 Seller Rights.

        • The Seller of a License has the right to receive payment pursuant to the terms of the License.
      • 3.7 Buyer Obligations.

        • The Buyer of a License must pay the license fee in accordance with the terms of the License.
      • 3.8 Seller Obligations.

        • The Seller must convey to the Buyer the right to use the catalogue for which a License is executed according to the terms of the License.
    • 4.Settlement.

      • 4.1 Eligibility to Settle a License.

        • Only a Participant may settle a License on the Exchange.
      • 4.2 Essential Elements of a Settlement of a License.

        • Approval by both the Buyer and the Seller of the Final Price that equals both the Ask Price and the Bid Price is necessary for the settlement of a license on NPREX.
          • (a) Approval requires both Buyer and Seller to assent to the Final Price.
            • (i) The Buyer assents when it either enters or agrees to the entry of a Bid Price that equals the related Ask Price.
            • (ii) The Seller assents when it either enters or agrees to the entry of an Ask Price that equals the related Bid Price.
            • (iii) The Buyer and Seller that agree to a license with a single Price Parameter or a combination of Price Parameters that describe a willingness for the Final Price to be a multiple of a benchmark price are hereby deemed to have agreed to the entry of a Bid Price and an Ask Price that are equal.
      • 4.3 Time-Period for Settlement.

        • The parties must settle the License within 30 days of notice from NPREX® that a Settlement is required where:
          • (i) The License includes Price Bounds but does not include at least one Price Parameter, and
          • (ii) There is no indication from either the Price Bounds or the Price Parameters that the parties intended a fixed price.
      • 4.4 Disputed Settlement.

        • When the Buyer and Seller cannot agree upon Pricing Terms, the Buyer will pay the upper bound of the Agreeable Price Range and the Seller will receive the lower bound of the Agreeable Price Range where:
          • (a) the License includes a null Price Parameter Cap and a null Price Parameter Floor,
          • (b) the Pricing Terms within the license include a positive Price Floor, and the Price Floor is not equal to the Price Cap, and
          • (c) the time-period for settlement has expired.

    Last modified: October 9, 2018