NPREX™ Rules of the Exchange

As a Participant in NPREX’s electronic marketplace fordirect licensing transactions in the music performing rights industry (the “Exchange”), and as agreed upon by yourassent 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 generated by NPREX based in part on a non-null Price Parameter Floor and non-null Price Parameter 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 in which a Participant may cancel a License.
    • (f) License - the right to use music in a catalogue for a given time-period.
    • (g) License Period - the duration of the license.
    • (h) Participant” - a Buyer or Seller that is registered on the Exchange.
    • (i) PriceBounds - consist of a Price Floor and a Price Cap.
    • (j) Price Cap” - the maximum price for a license.
    • (k) Price Floor - the minimum price for a license.
    • (l) Price Parameter - the measure on a scale of 0 to 10 of bargaining power exercised by a Buyer on the Exchange, with 10 being the highest.
    • (m) Seller - a Participant, or an agent thereof,seeking to sell a license on the Exchange.
    • (n) Settlement - the reconciliation by the party toan NPREX music license of its duty under the terms of the license.
  • 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 right to license the music and catalogues posted.
  • 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.
        • (ii) Price Parameters consist of a price parameter floor and a price parameter cap.
          • (A) A null value for a floor is interpreted as zero.
          • (B) A null value for a cap is interpreted as null.
      • (f) Activation;
      • (i) A Participant who is a Seller must activate its offer to be accepted by acounter-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.

        • An approved Final Price that equals both the Ask Price and the Bid Price. The approval of a Final Price 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.
      • 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 a non-null Price Parameter Cap and non-null Price Parameter Floor whose values are unequal and
          • (ii) There is no indication from the Pricing Terms 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 non-null Price Parameter Cap and a non-null Price Parameter Floor whose values are unequal.
          • (b) The Pricing Terms within the license include a positive Price Floor, and the Price Floor is equal to the Price Cap.
          • (c) The time-period for settlement has expired.

    Last modified: January 18, 2018