|
New Orleans Bands.net Submission Agreement Version 4.0 as of August, 2005 This Agreement describes the legal relationship between you (an individual, representing yourself, or if applicable, acting as legal representative for a group, company or corporation) and New Orleans Bands.net, (collectively with our licensees and assignees referred to in this Agreement as "we or "us") the owner and operator of the web pages at or linked to the root URL "www.neworleansbands.net," which may expand or change from time to time (the "Website"). Please read this document carefully. By submitting your music to us, you will become a party to, and will be bound by this Agreement with respect to both your previously and newly uploaded materials to the Website. If you do not agree with any of the terms and conditions of this Agreement. We may modify this Agreement from time to time as further described in Section 2.9 below. This Agreement addresses one (1) different service available on the Website. Under our service you supply audio and/or other content to us and allow us to include your material in our database, which we can make freely available over the World Wide Web and through various other means of transmission and distribution. The legal terms which apply to the service are described below in Sections I, and II, respectively. One or the other of these Sections may not apply to you. Legal terms applicable to all services are described in Section II: General Terms. If you click "I Agree" below, we will give you a URL to access your "Artist or Band Page" located within the Website. We will create your free "Artist Page" (described in Section 2.2 below) to which you will post your songs and other materials.
1.1 License for Standard Content and Standard Material: By the act of delivering Standard Content and/or Standard Material to us, you grant to us a non-exclusive, royalty-free, worldwide license to: (a) publicly perform, publicly display, broadcast the Standard Content or Standard Material, in whole or in part, through any medium now known or hereafter devised for the purpose of demonstrating, promoting or distributing your products or services; (b) use any trademarks, service marks or trade names incorporated in the Standard Content or Standard Material and use the likeness of any individual whose performance or image is contained in the Standard Content or Standard Material in connection with the foregoing. Audio content and corresponding materials enrolled in one or more Promotion(s) (whether or not listed on your Artist Page) shall be considered Standard Content and Standard Material, only to the extent that the operation of such Promotion reasonably shall require us to exercise the rights licensed in this Section. 1.2 Termination of Standard Program License.
Subject to the provisions contained in Section II, "Term and Termination"
below, you may terminate your license to us with respect to some or all
of your Standard Content and Standard Material, at any time by utilizing
tools provided on the web site. Section II 2.1 Co-Branded Website on New Orleans Bands.net: During the term of this Agreement, we will host on the Website an HTML / PHP - formatted page (the "Artist Page") featuring such graphics, photographs and other information as you may upload. For further information concerning Artist Pages, including terms and conditions governing their use, see: http://www.neworleansbands.com/terms/artist_terms.php 2.2 Ownership of Copyrights: As between you and us, you retain ownership of the copyrights and all other rights in the intellectual property furnished by you for our 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. 2.3 Representations and Warranties: The term "Material" means anything that you submit to us or post on the Website including, but not limited to, Standard Content, Standard Material, CD Content, CD Material, as applicable. You represent and warrant that: (a) we, our customers and licensees shall not be required to make any 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, mechanical rights agents, performance rights societies, persons who contributed to or appear in your Material, your licensors, unions or guilds; (b) 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; (c) the Material does not contain "samples" of any third party's sound recording or musical composition and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (d) the Material does not and will not violate any law, statute, ordinance or regulation; (e) the Material is not and will not be defamatory, trade libelous, pornographic or obscene; (f) the Material does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; (g) all factual assertions that you have made and will make to us are true and complete; and (h) 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 attorney's fees, arising out of or related to your breach or alleged breach of the representations and warranties described in this Section. Pending the resolution of a claim arising out of or related to such a breach, we shall have the right to withhold sums due you in an amount consistent with our reasonably anticipated damages and costs. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this Agreement. 2.4 Term and Termination: Upon termination of this Agreement, all of our license rights terminate, except that we retain those rights necessary for us to: (a) sell any compact discs or other authorized products which we have produced prior to the date of termination which incorporates your Material; (b) provide perpetual access to Standard Content; (c) fulfill the terms and conditions of any Promotion in which you are participating. Subject to the foregoing, we shall use reasonable efforts to discontinue public access to your Material promptly upon termination; however, due to your participation in certain Promotions, your Material may remain accessible to the public for up to one-hundred and twenty (120) days following termination. We may terminate this Agreement with respect to any or all Programs and Promotions, at any time by so notifying you; the Agreement will terminate upon your actual receipt of such notice or three (3) days after we have sent a notice of termination to the email address you supply to us. Sections titled "Term and Termination," "Representations and Warranties," "Disclaimer," "Waiver of Certain Damages" and "Miscellaneous" shall survive termination. 2.5 Determining Type of Content: We will implement and maintain reasonable business practices, which enable us to accurately categorize content that you deliver to us. If we make an error in good faith, however (for example, if we erroneously categorize a song that you send to us as Standard Content when in fact you intended it only to be CD Content) and consequently exceed our license rights, your sole and exclusive remedy will be to notify us and we promptly will take all reasonable steps to correct the error. 2.6 Notifications of Infringement: Upon receipt of notice, we will act expeditiously to remove or disable access to any 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 Material or activity that is claimed 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 your Material is the subject matter of any such infringement claim. 2.7 Disclaimer: THE STANDARD SERVICES 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 STANDARD SERVICES. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, THAT THE STANDARD SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. 2.8 Waiver of Certain Damages: EXCEPT FOR DAMAGES RELATED TO A BREACH OF THE SECTION TITLED "REPRESENTATIONS AND WARRANTIES," NEITHER YOU NOR US WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, STATUTORY OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT. 2.9 Modification or Amendment of Agreement: 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 or posted in your Artist Only Area at least three (3) 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 with respect to any or all Programs, as provided above. A copy of the most current version of this Agreement may be found at: http://www.neworleansbands.com/terms/agree.php 2.10 Miscellaneous: |