Terms of Service
This agreement is with HearYou Music Digital Distribution (hereinafter referred to distributor and the like) and you (hereinafter referred to as “Artist/Label“).
- Term. The term of this agreement shall be for a period of (1 year), digital distribution. This agreement will be reviewed and revised accordingly at the end of 1 year. The artist/label will be responsible for paying HearYou Music all fees incurred for early cancellation of distribution. Both parties agree that this agreement may apply to each following release with the term of the agreement on that release beginning at the date of release, if both parties agree to extend this contract to those releases.
- Territory. Worldwide
- Distribution Rights.
(a) You hereby grant to HearYou Music, and its distributors and licensees the non-exclusive right within the Territory, to distribute, license and exploit the Recordings and associated artwork through all channels and methods of digital and/or electronic transmission now or hereafter known, including but not limited to downloading and/or streaming. You also hereby grant HearYou Music, the right to use the names, likenesses and biographical material concerning each artist whose performances are comprised in the Recordings for purposes of promotion, sale and exploitation of the Recordings hereunder.
(b) You hereby grant to HearYou Music, and its distributors and licensees the non-exclusive right within the Territory to (i) reproduce and convert the Recordings into digitally encoded files in any format now known or hereafter devised; (ii) repackage the Recordings with other digital media content in the form of branded or co-branded compilations, playlists, archive releases and other such forms; (iii) create and perform and authorize others to create and perform sound clips of the Recordings to be used for preview, promotional and marketing purposes; and (iv) promote and advertise and authorize others to promote and advertise the Recordings, including without limitation offering free downloads or streams of the Recordings and other such promotional uses, free from any and all third party licensing and/or royalty payment obligations.
(c) You hereby grant HearYou Music, the non-exclusive right within the Territory, to license the Recordings and musical compositions embodied therein to parties who intend to synchronize such content in conjunction with motion pictures, advertisements, videos and other such audio-visual uses as well as samples, telephone ringtones, video games, music compilations and in other ways now known or hereafter developed (collectively, “Licensing Opportunities”).
(d) “Recordings” as used herein means recordings of sound, whether coupled with a visual image, by any method and on any substance or material, or in any other form or format, whether now or hereafter known, which are owned or controlled by you or your Affiliates and set forth on Schedule 1, annexed hereto and made a part hereof. “Affiliates” as used herein means persons or entities owning, controlling, owned by, controlled by or under common control with you or any of them as of the date hereof and/or at any time thereafter.
- Distribution & Licensing Fees. HearYou Music, shall have the sole and exclusive right to collect, administer and distribute proceeds from the distribution, license and exploitation of Recordings hereunder. HearYou Music agrees to pay the artist/label and the artist/label agrees to accept a fee of 90% of Net Digital Sales.
- Terms of Payment.
(a) Net Digital Proceeds (i.e. Net Digital Sales less the Distribution Fee and cooperative advertising, discounts, etc.) will be accounted quarterly to you no later than 30 days after the end of the month in which HearYou Music, receives income. Payment will be made to the artist/label when the minimum of $50 has been met.
(b) Any statements rendered by HearYou Music, to you shall be binding upon you and not subject to any objection by you for any reason unless specific objection in writing, stating the basis thereof, is given to you within 1 year from the date rendered. Failure to make specific objection within said time period shall be deemed approval of such statement.
- Grantor’s Responsibilities. You warrant and represent that you will make your best efforts to obtain all artist recording agreements and to provide with copies of such agreements to HearYou Music.
- Assignment. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. You will not have the right to assign any of your rights or obligations hereunder. HearYou Music, shall have the unrestricted right to assign all rights hereunder. No such assignment shall relieve the assigning party of its obligations hereunder.
- Cure. Unless otherwise specifically set forth herein, neither you nor HearYou Music, shall be deemed to be in breach of this agreement unless the complaining party gives specific notice to the other party of the nature of such breach and the other party fails to cure such breach within 30 days.
- Jurisdiction & Legal Fees. The construction validity and performance of this agreement shall be governed by the laws of the State of Kansas. If either party seeks to institute a proceeding against the other relating to this agreement, the party instituting such action shall bring the action in the federal, and/ or state courts in the State of Kansas. In the event of a dispute between Grantor and HearYou Music, pertaining to this agreement, the prevailing party shall be entitled to recover attorney’s fees and other costs reasonably incurred in connection with any such dispute.
- Warranties & Representations.
(a) You hereby warrant and represent that you possess the full right, power and authority to enter into and perform all elements of this agreement and all aspects thereof as well as the necessary legal rights to sell the Recordings in the Territory during the Term as provided herein. No Materials embodied on the Recordings and the packaging therefor will not violate any law or infringe upon the rights of any party. As used herein “Materials” shall mean and include, without limitation, all musical compositions, all performances, and dramatic, artistic, musical and literary material embodied on Recordings and the names, biographical materials and likeness, ideas and intellectual properties, and all other materials contained on the packaging thereof and advertising therefor, and the trademarks and logos used in connection therewith.
(b) HearYou Music, hereby warrants and represents that it possesses the full right, power and authority to enter into and perform all elements of this agreement.
(c) You hereby indemnify, save and hold HearYou Music, its officers, members, successor and assigns, harmless from any and all liability, claims, demands, loss and damage (including reasonable counsel fees and court cost) arising out of or connect with any claim or action which is inconsistent with any of the warranties, representations or agreements made by you in this agreement, and you shall reimburse HearYou Music, on demand, for any loss, cost, expense or damage to which said indemnity applies. Pending the disposition of any such claim or action, HearYou Music, shall have the right to withhold payment of such portion of any monies which may be payable by HearYou Music, to you hereunder as shall be reasonably related to the amount of the claim and estimate counsel fees.
- Miscellaneous. This agreement sets forth the entire understanding of the parties hereto relating to the subject matter hereof, any and all prior or contemporaneous negotiations, understandings, agreements, representations, warranties, inducements or the like being superseded by and merged into this agreement. No modifications or amendments of this Agreement or any of the terms or provisions hereof shall be binding upon either party hereto unless confirmed in writing by both parties. If a recognized court of law determines that any part of this Agreement is conflicting with the governing laws, then all other remaining portions of this agreement shall inure and remain in effect through the duration of this agreement. No waiver by any party hereto of any term or provision of this Agreement of any default hereunder shall effect such party’s rights thereafter to enforce such term or provision or to exercise any right or remedy in the event of any other similar default. The headings of this agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this agreement. This agreement shall be deemed jointly drafted and to the extent the agreement is determined to contain any ambiguities, the ambiguities shall not be construed against either party hereto. Wherever used herein, the singular and plural shall include the other, as the text requires. You recognize and acknowledge that the sale of recordings is speculative and agree the judgment of HearYou Music, in regard to any matter affecting the sale, marketing, promotion, distribution and exploitation of Recordings shall be binding and conclusive upon you. Without limiting the preceding sentence, you recognize and acknowledge that HearYou Music, has not made, and does not make, any representations or warranty with respect to the quantity (if any) of sales of Recordings. The parties hereto acknowledge and agree 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. You have been represented by independent counsel or have had unrestricted opportunity to be represented by independent counsel at your choice for purposes of advertising you in connection with the negotiation and execution of this agreement. If you have not been represented by independent counsel of your choice in connection with this agreement, you acknowledge and agree that your failure to be represented by independent counsel was determined solely by you.
14). All accounts with a yearly fee must pay that yearly fee on the date this Agreement was created. Contracts are negotiable one year from the date this Agreement was created.