Triplestrand
Productions Music Submission Agreement
This agreement describes the legal relationship between you (an individual
artist, or, in the case where you are involved with a band, an individual
acting as the legal representative of your band) and Triplestrand Productions
(refered to us "we" or "us"). By submitting any material or
information to Triplestrand Productions its successors, assigns, agents,
distributors and licensees, you explicitly confirm that you have read,
understood, and agreed to the following agreement:
You have the right to terminate this agreement and all licenses granted
to us at any time.
If you provide us with sound recordings, musical works and/or other material
(such as pictures, videos, song lyrics, etc.; collectively "Standard
Program Material") the following terms apply:
1. License Grant.
You hereby grant to us, and by the act of delivering Standard Program Material
to us grant to us, a nonexclusive, worldwide, royalty-free license to: (a)
reproduce, distribute, publicly perform, publicly display and digitally perform
the Standard Program Material in whole or in part (including the right to
create compilations which include your songs); (b) create and use samples of
the Standard Program Material solely for the purpose of demonstrating or
promoting our or your products or services; (c) use any trademarks, service
marks or trade names incorporated in the Standard Program Material in
connection with your material; and (d) use the name and likeness of any individuals
represented in the Standard Program Material only in connection with your
material.
General Terms
1. Ownership.
You retain ownership of the copyrights and all other rights in your songs,
subject 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. Termination.
You may terminate this agreement at any time by so notifying us; the agreement
will terminate upon our actual receipt of such notice. We may terminate this
agreement at any time without notification. Upon termination, all of our
license rights terminate, Also, sections 3 and 6 below survive
termination.
3. Representations
and Warranties. The term "Material" means all material that you
submit to us, including Standard Program Material, Sample Songs, and Collateral
Material, as applicable. You represent and warrant that (a) the Material is
your or your band’s own original work, and contains no sampled material, (b)
you have full right and power to enter into and perform this agreement, and
have secured all third party consents necessary to enter into this agreement,
(c) the Material does not 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. You agree to indemnify and hold us and our customers harmless from
any and all damages and costs, including reasonable attorney’s fees, arising
out of or related to your breach of the representations and warranties
described in this section. You agree to execute and deliver documents to us,
upon our reasonable request, that evidence or effectuate our rights under this
agreement. We, our customers, and our licensees shall not be required to make
any payments with respect to material that you submit to our sites under these Terms, including but not limited to payments to third parties, music
publishers, mechanical rights agents, performance rights societies, persons who
contributed to or appear in your materials, your licensors, unions, or guilds. You will not hold Triplestrand responsible for
payment of airplay royalties created by any station using said material or by
any station downloading for use in their programming the show TSP Country Legends
In the Making, the responsibility to pay any airplay royalties are solely
responsibility of the Station / Stations re-broadcasting the material .
4. Determining Type
of Content. We will implement and maintain business practices which enable
us to accurately categorize content that you deliver to us. If we make an error
in good faith however and consequently exceed our license rights, your sole and
exclusive remedy will be for us to take all reasonable steps to promptly
correct the error as soon as we become aware of the error.
5. Warranty
Disclaimer. YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED
SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE
PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
TRIPLESTRAND PRODUCTIONS MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO
THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY
LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY
IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR
USAGE OF TRADE. IN ADDITION, TRIPLESTRAND PRODUCTIONS MAKES NO REPRESENTATION
THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE.
TRIPLESTRAND PRODUCTIONS WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY
INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE
THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR
OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE
THROUGH THE WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE,
REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL TRIPLESTRAND PRODUCTIONS BE LIABLE
FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH
THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR
LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT
APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR
LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.
6. Waiver of
Certain Damages. EXCEPT FOR A BREACH OF SECTION 3, NEITHER YOU OR US WILL
BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL
DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT..
7. Miscellaneous.
This agreement will be governed by Minnesota law, excluding conflict of law
principles. Any action or proceeding arising out of or related to this agreement
must be brought in a state or Federal court located in jurisdiction of
Sherbourne County, Minnesota, and we both irrevocably submit to the exclusive
jurisdiction of such courts. All notices, requests and other communications
under this agreement must be in writing (e-mail messages shall be deemed
writings). This agreement sets forth the entire understanding and agreement of
the parties as to this agreement’s subject matter and supersedes all prior
proposals, discussions or agreements with respect to such subject matter.
From time to time, we may change this agreement. When such modification is
made, we will post a revised version of this agreement on the Website.
Modifications will be effective when they are posted. We are not required to
provide you with notification that any such modification has been made.
BROADCAST RELEASE AGREEMENT
The
undersigned Band, Artist, Recording Company or Copyright Holder(s)
of the
submitted material ("Copyright Owner") hereby grants
Triplestrand Productions,
a Minnesota
Company, and its licensees and assigns ("TspCountryRadio.com" & " TspMp3.com "& "True Spirit Powered Radio Show ") the
following authorizations:
1.
Copyright Owner hereby expressly grants to TspCountryRadio.com a non-exclusive
worldwide license to digitally transmit, on a non-interactive
basis, the sound/video recordings,
and the musical composition(s) embodied
therein, as specified on this Broadcast Release Agreement.
2.
Copyright Owner hereby expressly grants to TspCountryRadio.com a non-exclusive
worldwide license to digitally transmit, as part of an non-interactive,
non-subscription music program or channel, selections from the
sound/video recordings,
and the musical compositions embodied therein,
specified on this Broadcast Release Agreement.
3.
Copyright
Owner hereby expressly authorizes "TspCountryRadio.com" & "
TspMp3.com "& "True Spirit Powered Radio Show " to copy to the
"TspCountryRadio.com" & " TspMp3.com "& "True Spirit Powered Radio Show " servers such copies of each of the identified sound
recordings
as are reasonably necessary to facilitate the efficient transmission
of the sound recordings
from initiation through to the listener.
4.
Neither
"TspCountryRadio.com" & " TspMp3.com "& "True Spirit Powered
Radio Show " nor the Copyright Owner shall pay to the other
any
compensation
with respect to the transmissions and reproductions authorized
herein,this agreement waives rights to pay (airplay royalties,performance royalties,
sound recording liscences,mechanical rights liscenses )on a complete and totally non-exclusive basis .
5.
Copyright Owner represents and warrants to "TspCountryRadio.com" & " TspMp3.com "& "True Spirit Powered Radio Show ":
(a)
that the
Copyright Owner has the right to authorize "TspCountryRadio.com" &
" TspMp3.com "& "True Spirit Powered Radio Show " to reproduce,
publicly perform and distribute in Real Audio, Windows Media or other similar
format by
a non- interactive service, copies of the listed sound recordings and the
musical
compositions embodied therein; (b) that the Copyright Owner has the
right and
authority to license all rights granted herein, including, but not
limited to,
copyright and trademark rights'; performance rights and sound recording rights
(c) that the undersigned has
been authorized to execute this Broadcast Release
Agreement on behalf of the Copyright
Owner.
6.
Copyright
Owner hereby agrees to indemnify and hold "TspCountryRadio.com" & "
TspMp3.com "& "True Spirit Powered Radio Show ",
its
officers, directors, employees, agents and assigns, harmless from any fees,
penalties, liabilities, claims, losses or damages (including reasonable
attorneys' fees)
incurred
by TspCountryRadio.com as a result of "TspCountryRadio.com" & "
TspMp3.com "& "True Spirit Powered Radio Show "reproduction,
transmission,
retransmission and/or distribution of the sound recordings and/
or musical
compositions embodied therein which are identified above in
accordance with the
terms of this Broadcast Release Agreement or
as a result of all other rights
granted to "TspCountryRadio.com" & " TspMp3.com "& "True Spirit Powered Radio Show " in
connection with such sound recordings,
musical compositions,
trademarks and other intellectual property in accordance
with the terms of this Agreement.
7.
Copyright Owner further grants "TspCountryRadio.com" & " TspMp3.com "& "True Spirit Powered Radio Show "a worldwide, non-exclusive
royalty-free license right to reproduce, use, transmit and display, in
connection with the transmissions authorized herein, the name of the sound
recording and the musical compositions embodied therein, the composers,the
performers, and, if provided by or on behalf of the Copyright Owner, the logo
of the performers, biographical information, album graphics and photographs of
the performers.
8.
The authorization granted pursuant to this Broadcast Release Agreement
may be
revoked at any time by the Copyright Owner,
provided that the parties agree
that such revocation shall become effective
only thirty (30) days after written
notice of such revocation is received by "TspCountryRadio.com" & " TspMp3.com "& "True Spirit Powered Radio Show ".
9.
This Authorization will be governed in accordance with the internal substantive
laws of the United States of America, without regard to its conflicts of law
principles.
YOU MUST READ AND COMPLETE THIS SECTION
TO COMPLETE THE AGREEMENT
