Between NET WEB RECORDS ('us" or "we") and
whose address is ("you")
and whose phone # is ("you")
WHEREAS, the Site offers consumers the opportunity to listen to sound recordings and to purchase those sound recordings; and WHEREAS, you desire to submit recordings to us for inclusion on the Site; NOW THEREFORE, you and we agree as follows:
1. You shall deliver to us the sound recordings set forth on Schedule A attached hereto (the "Recordings") for sale by us. You will also provide us with other material related to the Recordings, such as CD artwork, liner notes, credits and illustrations (the "Materials"), for our use in connection with the manufacture and sale of CDs hereunder.
2. You hereby grant to us a non-exclusive, worldwide license to offer the Recordings to the public for purchase on the Site. In connection therewith, we shall have the right to publicly perform, publicly display, broadcast, encode, reproduce, and transmit the Recordings on the Site, including without limitation, making the Recordings available in the form of audio streams. You hereby grant to us the right to utilize any trademarks, trade names or service marks embodied in the Recordings or the Materials and the name and likeness of any individual whose performance is embodied thereon in connection with the promotion, distribution, reproduction and performance of the Recordings, including without limitation, on merchandise, such as t-shirts, hats, posters or other items ("Merchandise") manufactured by us. The Recordings may be included on compilation CDs embodying the Recordings and the recordings of other artists and on promotional CDs which are distributed at no cost.
3. We shall be responsible for the delivery of each CD embodying Recordings purchased on the Site and for Merchandise, if any, embodying the Materials.
4. The selling price for the CDs and the Merchandise, if any, shall be determined by us according to our pricing guidelines.
5. We shall pay to you fifty (50%) percent of the Net Revenue we receive from the sale of CDs and Merchandise. For purposes hereof, "Net Revenue" shall mean gross revenue actually received by us from such sales less manufacturing costs, sales, use, value added or similar taxes, shipping and returns.
6. You shall be responsible for publishing and mechanical royalties to pay all due with respect to the sale of the CDs hereunder. To the extent any musical compositions embodied on the CDs are owned or controlled by you, directly or indirectly, you hereby confirm that such musical compositions are licensed for the United States and Canada for inclusion on the CDs at seventy-five (75%) percent of the statutory mechanical royalty rate or the prevailing industry rate, respectively. You shall pay all mechanical royalty fees due with respect to the sale of CD's hereunder, You hereby indemnify us from all claims which may be brought in connection therewith.
7. As between you and us, you retain ownership of the copyrights and all other rights in the intellectual property furnished by you for use hereunder, subject only to the non-exclusive rights granted to us under this Agreement. You are free to grant similar rights to others during and after the term of this Agreement.
8. Within sixty (60) days of the close of each quarter during which we have received any Net Revenues with respect to your CDs or Merchandise, we will send you a check in the appropriate amount, except if the amount we owe you is less than fifty dollars ($50.00), in which case we will hold the money until the total amount we owe you at the end of any particular quarter is greater than fifty dollars ($50.00). We may deduct from any amount payable hereunder such portion thereof as may be required to be deducted under any applicable statute. We agree to keep accurate books and records covering all transactions related to this Agreement. During the one-year period following your receipt of payment, you may, at your expense and upon reasonable notice, inspect our records related to that payment at our offices or at a location specified by us, provided that your inspection must not unreasonably interfere with our business. If your inspection reveals that we have underpaid you, we will promptly correct the deficiency. It is understood that we include certain advertising on multiple pages and sections of the Site; no portion of the sums received by us from the sale of such advertising shall be included in the calculation of any sums payable to you hereunder.
9. Our customers and licensees shall not be required to make any payments (other than mechanical royalty payments) in respect of the authorized use of your Material, including, without limitation, payments to you, third parties claiming through you or otherwise, music publishers, performance rights societies, persons who contributed to or appear in your Material, your licensors, unions or guilds; you have the full right and power to enter into and perform this Agreement, and have secured all third-party consents, licenses and permissions necessary to enter into and perform this Agreement; the Recordings do not contain "samples" of any third party's sound recording or musical composition and neither the Recordings nor the Material will infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; neither the Recordings nor the Material violate any law, statute, ordinance or regulation; neither the Recordings nor the Material are defamatory, trade libelous, pornographic or obscene; neither the Recordings nor the Material contain any viruses or other programming routines that detrimentally interfere with computer systems or data; all factual assertions that you have made and will make to us are true and complete; and you are of legal age of consent in all applicable jurisdictions and, in any event, are at least eighteen (18) years of age. You agree to indemnify and hold us, our licensees and customers harmless from any and all damages and costs, including reasonable attorneys fees, arising out of or related to your breach or alleged breach of the representations and warranties described herein. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this Agreement.
10. The term of this Agreement shall be one (1) year from the date hereof. Upon termination of this Agreement, all of our license rights terminate, except that we retain those rights necessary for us to sell any CDs or Merchandise which we have produced prior to the date of termination. Subject to the foregoing, we shall use reasonable efforts to discontinue public access to the Recordings and Material promptly upon termination; however, due to your participation in certain promotions, the Recordings and Material may remain accessible to the public for up to ninety (90) days following termination. We may terminate this Agreement at any time by so notifying you; and the Agreement will terminate upon your actual receipt of such notice or three (3) days after we have sent a notice of termination to your address set forth herein, whichever is sooner.
11. Upon receipt of notice, we will act expeditiously to remove or disable access to any Recordings or Material claimed to be infringing or claimed to be the subject of infringing activity, and we will act expeditiously to remove or disable access to any reference or link to Recordings or Material or activity that is claiming to be infringing. Notwithstanding anything contained in this Agreement, you expressly consent to our disclosure of your personally identifiable and all other personal information in the event that you or the Recordings or Material are the subject matter of any such infringement claim.
12. Our services hereunder are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or otherwise. Without limitation, we disclaim any and all warranties regarding the security, reliability, timeliness and performance of the site. We make no warranty, express or implied, that the site will be uninterrupted, timely or error-free.
13. We will not be liable for any consequential, indirect, exemplary, special or incidental damages arising from or relating to this agreement.
14. We reserve the right, in our sole discretion, to change, modify, add or remove all or part of this Agreement. Notice of any amendments and/or modifications shall be sent to you at least five (5) days prior to their effective date. In the event that you do not consent to any such amendments and/or modifications, your sole recourse shall be to terminate this Agreement, as provided above.
15. The Agreement sets forth the entire understanding and agreement of the parties as to this Agreement's subject matter. You agree not to resell, assign, otherwise transfer, or delegate your rights or obligations under the Agreement without our prior express written authorization. Notices or communications under this Agreement shall be sent in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses set forth above. The agreement shall be governed by and construed in accordance with the laws of the State of Maryland without regard to that State's conflict-of-law provisions. The State and Federal courts shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating to this Agreement. Failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. You agree that we and you are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture or agency relationship. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision. Music Available on CD or Download.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and date first hereinabove written.
We do not pay internet radio royalties
NET WEB RECORDS. SUBSCRIBER