VENUORA CAFÉ - COMMERCIAL MUSIC LICENCE TERMS
Version 1.0
Effective Date: [21 August 2026]
Last Updated: [21 August 2026]
1. IMPORTANT NOTICE
These Commercial Music Licence Terms ("Terms") govern the commercial use of eligible music made available by VENUORA ("VENUORA", "we", "us" or "our") to a business customer ("Licensee", "you" or "your).
By purchasing, activating, accessing or using a VENUORA Café licence, you agree to these Terms.
These Terms grant contractual usage rights to eligible VENUORA catalogue music. They do not transfer copyright ownership in any musical work, sound recording or other intellectual property to the Licensee.
The VENUORA licence is a vendor-issued commercial music licence. It is not a licence, certificate, approval or endorsement issued by the UAE Government, the UAE Ministry of Economy, EMRA or Music Nation.
The VENUORA licence should not be represented as a substitute for any licence or obligation that may independently apply under UAE law.
2. DEFINITIONS
For these Terms:
"Catalogue"
Means the collection of music that VENUORA has designated as eligible for use under the applicable VENUORA Café plan.
"Licensed Music"
Means only those tracks within the VENUORA Catalogue that are expressly designated as covered by the Licensee's applicable plan.
"Licensed Premises"
Means the physical café, coffee shop or other premises specifically identified in the Licensee's order or licence record.
"Licence Period"
Means the period beginning on the stated commencement date and ending on the stated expiry date.
"Licence Certificate"
Means the VENUORA Commercial Music Licence Certificate issued to the Licensee.
"Verification Record"
Means the online record maintained by VENUORA corresponding to a specific Licence Certificate.
"VENUORA Player"
Means any VENUORA-controlled online player, playlist interface, application or other playback mechanism designated by VENUORA for delivery of Licensed Music.
"Plan"
Means the particular VENUORA commercial music subscription purchased by the Licensee.
3. LICENCE GRANT
Subject to:
- payment of the applicable licence fee;
- continued compliance with these Terms;
- the applicable Plan;
- the specified Licensed Premises; and
- the Licence Period,
VENUORA grants the Licensee a limited, non-exclusive, non-transferable, revocable commercial licence to play eligible Licensed Music as background music at the Licensed Premises.
The licence is limited to the rights expressly granted under these Terms.
No rights are granted by implication.
This written limitation is intentional. UAE copyright law provides that licensing of economic rights should specify the rights, object, duration and place of use.
4. LICENCE PERIOD
The standard VENUORA Café licence is valid for:
12 months
unless a different period is expressly stated on the applicable order or Licence Certificate.
Example:
11 August 2026 – 10 August 2027
The licence automatically ends at the stated expiry date unless renewed.
Continued use after expiry is not authorised by the expired licence.
5. LICENSED PREMISES
A VENUORA Café Single Location licence covers:
One physical business location.
The Licensed Premises will be identified in the VENUORA licence record.
A single-location licence may not be used to provide commercial playback at:
- another café;
- another branch;
- another company;
- another franchise location;
- another physical premises; or
- an unrelated business.
Each additional location requires an applicable multi-location or enterprise licence.
6. PERMITTED USE
Subject to these Terms, Licensed Music may be used for:
Commercial background playback
at the Licensed Premises as part of the normal customer environment.
Examples include:
- café ambience;
- customer seating areas;
- dining areas;
- waiting areas;
- reception areas located within the Licensed Premises; and
- other areas reasonably forming part of the licensed café environment.
The music may be played repeatedly during the Licence Period.
7. VENUORA PLAYER AND MUSIC ACCESS
Where VENUORA provides access through the VENUORA Player, the Licensee may use the Player solely for authorised playback at the Licensed Premises.
VENUORA may use reasonable technical measures to:
- authenticate licences;
- identify authorised customers;
- control access;
- prevent unauthorised redistribution;
- manage catalogue availability;
- enforce location limits; and
- protect VENUORA's intellectual property.
The Licensee must not circumvent or attempt to circumvent such measures.
8. DOWNLOADS AND OFFLINE PLAYBACK
Where VENUORA expressly permits downloading or offline caching, such access is limited to the purpose authorised by the applicable Plan.
A downloaded or cached copy does not become the property of the Licensee merely because the Licensee has obtained access to it.
The Licensee must not:
- redistribute downloaded tracks;
- sell them;
- provide them to another business;
- upload them to public platforms;
- create a competing catalogue;
- make them available for public download; or
- continue using them commercially after the applicable licence expires.
If a particular Plan does not expressly permit downloads, the Licensee must not download or permanently store the Licensed Music.
9. PROHIBITED USES
Unless expressly authorised in writing by VENUORA, the Licensee must not:
9.1 Redistribute
Copy, distribute, sell, rent, lend or otherwise provide Licensed Music to another person or business.
9.2 Resell
Sell access to the VENUORA Catalogue or represent it as the Licensee's own music service.
9.3 Upload
Upload Licensed Music to:
- Spotify;
- Apple Music;
- YouTube;
- YouTube Music;
- SoundCloud;
- social-media platforms;
- stock-music websites;
- torrent networks;
- file-sharing services; or
- other public or commercial distribution platforms.
9.4 Synchronise
Use Licensed Music as part of advertising, films, videos, social-media content, podcasts, apps, games or other audiovisual productions unless specifically authorised under a separate licence.
9.5 Modify
Remix, edit, sample, transform or create derivative works from Licensed Music unless expressly authorised.
9.6 Transfer
Transfer the licence to another business or premises without VENUORA's written approval.
9.7 Circumvent
Attempt to bypass VENUORA's access controls, authentication or technical restrictions.
10. THIRD-PARTY MUSIC
A VENUORA licence covers only the Licensed Music identified within the applicable VENUORA Catalogue.
It does not automatically cover music obtained from:
- Spotify;
- Apple Music;
- YouTube;
- radio;
- DJs;
- live performers;
- third-party playlists;
- other music services;
- independently purchased recordings; or
- other third-party sources.
The Licensee remains responsible for obtaining whatever permissions may be required for music outside the VENUORA Catalogue.
11. COPYRIGHT AND OWNERSHIP
Nothing in these Terms transfers copyright ownership to the Licensee.
The Licensee receives only the specific commercial usage rights expressly granted under the applicable VENUORA licence.
VENUORA may own, control or license different rights in different elements of its Catalogue.
The underlying musical composition and sound recording may involve separate rights.
The Licensee does not acquire ownership of:
- musical compositions;
- sound recordings;
- artwork;
- metadata;
- playlists;
- catalogue structure;
- VENUORA branding;
- VENUORA software; or
- other VENUORA intellectual property.
12. AI-GENERATED OR AI-ASSISTED MUSIC
Some VENUORA music may be created using artificial-intelligence or AI-assisted music-generation tools.
Where AI tools are used, VENUORA's commercial licensing of the resulting music is subject to:
- the applicable terms of the AI provider;
- the rights VENUORA has actually obtained or retained;
- any applicable third-party rights;
- the specific track's provenance; and
- applicable law.
VENUORA does not represent that every AI-generated output necessarily qualifies for copyright protection in every jurisdiction.
Where appropriate, VENUORA may maintain internal provenance records documenting the creation and licensing history of a track.
This provision is particularly important because Suno's current terms distinguish commercial-use rights from copyright protection and state that Suno does not guarantee that copyright will vest in generated Output.
13. VENUORA'S REPRESENTATIONS REGARDING CATALOGUE MUSIC
VENUORA will use reasonable efforts to make available only music that it has designated as eligible for commercial licensing under the applicable Plan.
However, VENUORA does not represent that:
- every track will remain permanently available;
- every track will qualify for copyright protection;
- every track is unique;
- the Catalogue will never change; or
- third-party legal requirements can never apply.
VENUORA may add, remove, replace or modify Catalogue content where reasonably necessary.
14. CATALOGUE CHANGES
VENUORA may update its Catalogue during an active Licence Period.
Updates may include:
- new tracks;
- revised playlists;
- replacement tracks;
- catalogue reorganisations;
- removal of tracks; or
- new collections.
A track may be removed where necessary because of:
- rights issues;
- provenance concerns;
- technical issues;
- third-party claims;
- licensing changes;
- quality-control decisions; or
- other legitimate business or legal reasons.
15. LICENCE CERTIFICATE
Eligible customers receive a VENUORA Commercial Music Licence Certificate.
The certificate may identify:
- Licensee;
- Licensed Premises;
- Plan;
- Catalogue;
- Licence Period;
- Certificate Number;
- Verification ID; and
- other relevant licence information.
The certificate is documentary evidence of the VENUORA licence recorded for the specified customer and period.
It is not a government-issued certificate.
16. ONLINE VERIFICATION
VENUORA may maintain an online Verification Record for each Licence Certificate.
The Verification Record may display:
- Certificate Number;
- Licensee;
- Licensed Premises;
- Catalogue;
- Licence Period;
- current status;
- Verification ID; and
- other relevant information.
A QR code on the Licence Certificate may link to the applicable Verification Record.
VENUORA may display statuses including:
ACTIVE
Licence currently recorded as active.
EXPIRED
Licence Period has ended.
SUSPENDED
Licence access has temporarily been suspended.
REVOKED
Licence has been terminated or cancelled in accordance with these Terms.
17. CERTIFICATE INTEGRITY
The Licensee must not:
- alter the Licence Certificate;
- change its validity dates;
- modify the Certificate Number;
- modify the QR code;
- remove licensing notices;
- create a counterfeit certificate; or
- represent a historical/expired certificate as an active licence.
The online Verification Record may be used to determine the current status recorded by VENUORA.
18. ACCOUNT SECURITY
Where the service requires an account, the Licensee is responsible for maintaining reasonable security of its credentials.
The Licensee must not knowingly share account credentials with unauthorised businesses or locations.
VENUORA may suspend access where there is reasonable evidence of account misuse.
19. LICENCE FEE
The applicable licence fee is stated on the VENUORA order page or invoice.
For the initial VENUORA Café Single Location plan, the proposed annual price is:
AED 499 per 12-month licence period
unless otherwise stated.
The price may be changed for future purchases or renewals.
A price change will not alter the price of an already-paid Licence Period.
20. PAYMENT
The licence becomes active only after successful payment and completion of any required customer verification or onboarding.
VENUORA may refuse or delay activation where:
- payment fails;
- information supplied is materially incomplete;
- the proposed use falls outside the Plan; or
- activation would create a legal, rights or operational concern.
21. REFUNDS
This section should remain "[TO BE FINALISED]" until we decide the payment provider and UAE consumer/business contracting approach.
I recommend that we do not publish a rigid "no refunds under any circumstances" clause yet.
Instead, the final version should establish:
- cancellation before activation;
- cancellation after activation;
- accidental duplicate payment;
- service failure;
- rights-related catalogue withdrawal;
- payment disputes; and
- applicable mandatory UAE law.
22. SUSPENSION
VENUORA may suspend the licence where the Licensee:
- materially breaches these Terms;
- uses the Catalogue outside the Licensed Premises;
- redistributes Licensed Music;
- shares access improperly;
- attempts to circumvent technical controls;
- provides materially false information; or
- uses the service in a manner creating a material rights or legal risk.
Where reasonably practicable, VENUORA may provide notice and an opportunity to remedy the breach.
23. TERMINATION
VENUORA may terminate the licence where there is a material breach that is not remedied within a reasonable period after notice, or where immediate termination is reasonably necessary because of serious misuse, fraud, infringement or legal risk.
Upon termination:
- access may be disabled;
- the Licensee must stop using Licensed Music;
- the Licensee must cease representing itself as an active VENUORA licensee; and
- any applicable certificate status may be updated.
24. EXPIRY
When the Licence Period expires:
Commercial playback rights granted under the VENUORA licence end.
The Licensee must stop using Licensed Music unless it has renewed or obtained another valid licence.
Historical Licence Certificates may remain available as records of the previous licence period, but an expired certificate does not establish current licence status.
25. BUSINESS RESPONSIBILITY
The Licensee is responsible for ensuring that its overall operation complies with applicable laws and regulations.
The VENUORA licence does not determine or guarantee that:
- no other music licence is required;
- no collective-management obligation applies;
- no venue-specific permission is required; or
- all music played at the premises is covered.
This is particularly important because UAE copyright law recognises public performance and public communication rights, and the legal framework includes collective-management mechanisms.
26. NO GOVERNMENT ENDORSEMENT
VENUORA is an independent commercial music service.
Neither the VENUORA licence nor the VENUORA Licence Certificate should be represented as:
- a UAE Government licence;
- Ministry of Economy certification;
- EMRA certification;
- Music Nation certification;
- government approval; or
- government endorsement.
27. WARRANTIES
To the extent permitted by applicable law, VENUORA provides the service and Catalogue on an "as available" basis.
VENUORA does not guarantee:
- uninterrupted availability;
- permanent availability of any individual track;
- uninterrupted internet access;
- compatibility with every playback device;
- that every AI-generated track will receive copyright protection; or
- that the VENUORA licence satisfies every independent legal obligation applicable to a business.
28. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, VENUORA shall not be liable for indirect, incidental, special or consequential losses arising from the use of the service.
Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.
[UAE LEGAL REVIEW REQUIRED BEFORE PUBLICATION]
29. INDEMNITY
The final version should contain a carefully drafted indemnity addressing misuse of the Catalogue by the Licensee.
However, I recommend that we leave the precise indemnity language for UAE legal counsel rather than inserting an unnecessarily aggressive clause now.
30. CHANGES TO THESE TERMS
VENUORA may update these Terms for future licence purchases and renewals.
The Terms applicable to an existing Licence Period will remain applicable unless a change is required by law or is otherwise permitted under the customer's agreement.
The version applicable to the customer's licence will be identified in the licence record.
31. GOVERNING LAW
These Terms should be governed by the applicable laws of the United Arab Emirates, subject to the final legal structure, place of establishment of VENUORA and applicable mandatory rules.
The appropriate courts/jurisdiction clause should be finalised after confirming the legal entity operating VENUORA.
[LEGAL REVIEW REQUIRED]
32. CONTACT
VENUORA
Commercial Music for Modern Spaces
Website: [VENUORA WEBSITE]
Email: [SUPPORT EMAIL]
WhatsApp: [BUSINESS NUMBER]
33. LICENSING NOTICE
VENUORA is an independent commercial music licensing service.
A VENUORA Commercial Music Licence grants defined contractual rights to use eligible VENUORA catalogue music under the applicable licence terms. It does not transfer copyright ownership and is not a UAE government-issued licence or certificate.
The licence applies only to the specified catalogue, Licensed Premises, Licence Period and permitted uses.
Music obtained from third-party sources is not automatically covered.
The interaction between a VENUORA licence and UAE collective-management requirements depends on the applicable rights, repertoire and law. Businesses remain responsible for complying with applicable UAE laws and regulations.
34. ACCEPTANCE
By purchasing or activating a VENUORA Café licence, the Licensee confirms that it:
- has reviewed these Terms;
- understands the scope of the licence;
- understands that the licence applies only to specified VENUORA Catalogue music;
- understands that the licence does not transfer copyright ownership;
- understands the Licensed Premises restriction;
- agrees not to redistribute or misuse Licensed Music; and
- agrees to comply with these Terms.
Version: VENUORA Café Commercial Music Licence Terms v1.0
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