Terms & Condition

1.

Definitions.

a.

“Digital Master” or “Digital Masters” means copies of Client song recordings and underlying musical compositions that Client owns, controls, or has the appropriate rights to distribute in a digital form, which the Company may share or promote via Electronic Transmission, including but not limited to, permanent digital download, streams, “conditional download,” or other digital form as individual tracks or as a whole album, and artwork pursuant to the terms and conditions of this Agreement.

b.

“Digital Platform” means any third party, including but not limited to Email or Social Media, that the Company in its sole discretion may authorize to carry out the marketing, distribution and or other use of the Digital Masters pursuant to the terms of this Agreement.

c.

“The Effective Date of this Agreement” means the date of this agreement or the day that the first Digital Masters are received by the Company from The Client, whichever is the later.

d.

“Term” means the period beginning on the Effective Date of this Agreement and ending one year after the Effective Date.

e.

“Territory” means the Universe.

f.

“Artwork” means album cover artwork and any other artwork relating to Client Digital Master(s) that Client provides to the Company. Any artwork that is provided by or on behalf of Client to the Company before or during the Term will be deemed to have been cleared by Client unless Client promptly notifies the Company in writing to the contrary.

g.

“Metadata” means the following categories of information in respect to each Digital Master: track title; album title; artist name; genre; copyright information; Client name, biographical information, contact information, date of first release; Songwriter and Publisher information.

h.

“Electronic Transmission” – means any transmission, whether song alone, song coupled with an image, or song coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to, “cybercasts,” “webcasts,” “streaming audio,” “streaming audio/video,” “digital downloads,” direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, telephone system, broadcast station, and any other forms of transmission now known or hereafter devised) whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient.

2.

Rights

a.

Subject to the terms of this Agreement, Client hereby appoints the Company as Client’s authorized representative for the promotion and electronic transmission of its Digital Masters. Accordingly, Client hereby grants the right to the Company, during the Term, to: (i) Reproduce and convert Client’s content delivered by Client into Digital Masters; (ii) Make content available by streaming to promote the promotion and distribution of applicable Digital Masters; (iii) Promote, distribute, and electronically transmit and deliver Digital Masters, as individual tracks or entire albums, and associated Metadata to promotional outlets who may use such Digital Masters in accordance with usage rules similar to those set forth by the music services;

b.

the Company may use and authorize its Online platform(s) to use the names and likenesses of, and biographical material concerning and of the Clients artists, bands, producers and/or songwriters, as well as track and/or album name, and Artwork, in any marketing materials for the promotion and advertising of the applicable Digital Master which is offered for use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the authorized exploitation of applicable Digital Masters). the Company and any of its Online platform(s) shall have the unrestricted right to market, promote and advertise the Digital Masters available as it determines in its discretion.

3.

CLIENT’s Obligations.

4.

Payment.

5.

Ownership.

6.

Indemnification and Limitation of Liability.

a.

Client will indemnify, defend and hold harmless, and upon the Company’s request, defend, the Company and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation by Client under this Agreement; or 

(ii)Digital Master, song recording or Client Content, Artwork, Metadata or any other materials provided or authorized by or on behalf of Client here-under or the Company’s use thereof violates or infringes the rights of another party. Client will reimburse the Company and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 6, provided that the Company obtains Client’s written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned the Company shall promptly notify Client of any such claim. Client may assume control of the defense of such claim. the Company shall have the right, to participate in the defense thereof under Client’s direction. Pending final determination of any claim involving such alleged breach or failure, Company may withhold sums due you here-under in an amount reasonably related to the amount of such claim. If no action is filed within one (1) year following the date on which such claim was first received by Company, Company shall release all sums withheld in connection with such claim, unless Company, in its reasonable business judgment, believes an action will be filed thereafter. Notwithstanding the foregoing, if, after such release by Company of sums withheld in connection with a particular claim, such claim is reasserted, then Company’s rights under this paragraph will apply from beginning in full force and effect. You shall have the right to participate in the defense of any action instituted on a claim for which you are responsible to indemnify Company using counsel of your choice and at your expense; however, Company shall have the right at all times to maintain control of the conduct of the defense.

b.

Client represents and warrants that it has the full authority to act on behalf of any and all owners of any right, title and interest in and to the Client Song Recordings and artwork; that it has full authority to enter into this Agreement and to fully perform its obligations here-under and has obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform its obligations herein; that it owns or controls the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by the other party hereto shall not violate or infringe the rights of any third party; that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party’s performance of its obligations under this Agreement.

c.

The warranties and indemnifications herein shall survive the termination of this agreement.

7.

General Provisions.

a.

No Agency or Joint Venture. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, employee, or representative.

b.

Binding on Successors. This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of the parties.

d.

Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes: (i) on the delivery date if sent by electronic mail to the addresses provided to and by Client upon registration with the Company, or as property updated.

e.

This writing contains the entire understanding between the parties and supersedes any previous agreements between the parties. During the term of this Agreement, it is understood and agreed that there shall be no change or modification of this Agreement unless reduced to writing and signed by all parties hereto.

f.

Cure. If either party hereto alleges that the other has breached this agreement, they must notify the other party in writing of such breach and then the other party shall have a period of thirty (30) days to cure such breach.