TERMS AND CONDITIONS
GRANT OF RIGHTS
You grant us the exclusive worldwide right to licence the recordings that you deliver to us during the Term of this agreement to third parties for exploitation by any digital means now or hereafter known and to collect, administer, and distribute the proceeds from such licences.
This Agreement commences on the date you click on the box agreeing to these Terms and Conditions and continues initially for 1 year then renews automatically for additional rolling terms of 1 year each until terminated at the end of each period each of which will incorporated into and altogether comprise the Term.
We will charge a commission of twenty five per cent on all income received by us on behalf of your recordings.
Within forty five days of the end of the months of May, July, September, November, January and March we will provide you with a report detailing all income received by us for you for that preceding period together with a breakdown of all deductions. Upon receipt of that report you should prepare and forward to us an invoice. We will pay you on the 20th of the month following receipt of that invoice. If aggregate proceeds due to you are less than fifty Dollars ($50), the royalty balance will be rolled over until the reporting period in which an aggregate of at least fifty Dollars ($50) is due to you.
At any time within twelve months after an income statement is submitted to you, you shall have the right to audit our books and records, at your sole cost and expense, but only with respect to such statements and payments related to the Catalogue. Usual audit provisions shall apply.
We charge, and may deduct from any income, an annual fee of $1.00 per track for the housing of your recordings; In the event there are any fees outstanding as at the end of any accounting period and/or on the expiry of the Term, we shall be entitled to demand and you shall repay within thirty (30) days all and any such monies at such time(s).
YOU WARRANT THAT YOU (A) HAVE FULL POWER AND AUTHORITY TO ENTER INTO AND, PERFORM YOUR OBLIGATIONS UNDER THIS AGREEMENT; (B) YOU HAVE THE POWER TO GRANT TO US, THE LICENCES TO THE CATALOGUE GRANTED UNDER THIS AGREEMENT; (C) THE EXERCISE BY US OF OUR LICENCES TO THE CATALOGUE UNDER THIS AGREEMENT DOES NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON OR OTHER THIRD PARTY, (D) THAT NO AGREEMENT OF ANY KIND PREVIOUSLY ENTERED INTO BY YOU OR ENTERED INTO BY YOU AFTER THE DATE OF THIS AGREEMENT WILL INTERFERE IN ANY MANNER WITH THE COMPLETE PERFORMANCE BY YOU OF THIS AGREEMENT; (E) OR INTERFERE WITH THE RIGHTS GRANTED BY YOU TO US INCLUDING, BUT NOT LIMITED TO, THE REPRESENTATION RIGHTS TO THE CATALOGUE, OR ANY AGREEMENT ENTERED INTO BY US WITH A THIRD PARTY CONCERNING THE LICENSING AND/OR REPRESENTATION OF THE CATALOGUE.
YOU SHALL BE SOLELY RESPONSIBLE FOR THE PAYMENT OF ANY AND ALL OF THE FOLLOWING: (I) ALL FEES, INCOME, MONIES, ROYALTIES OR ANY OTHER COMPENSATION DUE ARTISTS, PRODUCERS, MASTER RECORDING COPYRIGHT OWNERS, AND ALL OTHER THIRD PERSONS WHOSE PERFORMANCE IS EMBODIED IN A MASTER SOUND RECORDING OR IS OTHERWISE INVOLVED IN THE CREATION OF THE MASTER SOUND RECORDING THAT IS INCLUDED IN THE CATALOGUE; (II), ALL MECHANICAL ROYALTIES PAYABLE TO PUBLISHERS, PUBLISHING ADMINISTRATORS, WRITERS AND CO-WRITERS OF MUSICAL COMPOSITIONS THAT ARE INCLUDED IN THE CATALOGUE; (III) ALL PAYMENTS THAT MAY BE REQUIRED UNDER ANY COLLECTIVE BARGAINING AGREEMENTS APPLICABLE TO THE MASTER SOUND RECORDINGS AND MUSICAL COMPOSITIONS THAT COMPRISE THE CATALOGUE; AND (IV) ANY OTHER FEES, COMPENSATION, ROYALTIES OR OTHER MONIES DUE AND OR PAYABLE WITH RESPECT TO THE ARTWORK, METADATA, TRADEMARKS AND LOGOS IN THE CATALOGUE OR MATERIALS PROVIDED BY YOU TO US.
YOU INDEMNIFY US AND HOLD US HARMLESS FROM ALL LOSS, DAMAGE COSTS AND EXPENSES SUFFERED OR INCURRED BY US ARISING OUT OF OR IN CONNECTION WITH ANY CLAIM, ACTION OR PROCEEDINGS BY A PERSON ALLEGING THAT ANY ACT OR OMISSION OF OURS IN EXERCISING ITS LICENCES TO THE CATALOGUE UNDER THIS AGREEMENT INFRINGES THE RIGHTS OF THAT THIRD PARTY.
We warrant that we have full power and authority to enter into and, perform our obligations under this Agreement, and we will comply with all applicable laws in the performance of our obligations hereunder; that we will use all reasonable efforts to ensure that our service will comply at all times during the Term with the descriptions provided in these Terms.
We will use our best commercial efforts but cannot guarantee that a Service will utilise the Catalogue or any of the individual musical compositions or master sound recordings that comprise the Catalogue.
We are not responsible, and are not liable to you, for any unauthorised use, reproduction or communication of the Catalogue by our Customers.
Either of us may terminate this Agreement without cause at the end of the initial 1 year period or any annual rollover by providing notice of its intention to terminate to the other party, no later than sixty days before the end of the relevant period.
Without prejudice to any other rights it may have, either party may terminate all or any part of this Agreement immediately at any time by giving written notice of termination to the other party if the defaulting party is in breach of any material term of this Agreement and, if that breach is capable of remedy, does not rectify that breach within 30 days (or other mutually agreed time) after receipt of written notice from the Non-defaulting party to do so; the defaulting party is unable to pay its debts as they fall due, makes or commences negotiations with a view to making a general re-scheduling of its indebtedness, a general assignment, scheme of arrangement or composition with its creditors; the defaulting party takes any corporate action, or any steps are taken or legal proceedings are started for its winding up, dissolution, liquidation, or re-organisation, other than to reconstruct, merge or amalgamate while solvent; or the appointment of a controller, receiver, administrator, official manager, trustee, or other similar officer, of it or of any of its revenues or assets; or the defaulting party seeks or is granted protection from its creditors, under any applicable legislation.
Either of us may assign or respective rights and responsibilities under this Agreement to an entity that acquires substantially all of its assets or to a subsidiary or other entity controlled or under the common control of said party. Except as aforementioned, neither of us may assign this Agreement or its rights and responsibilities without the prior written consent of the other party.
You retain ownership of all intellectual property rights subsisting in any recordings provided to us under this Agreement.
These Terms and Conditions are governed by the laws of New Zealand. The parties each submit to the non-exclusive jurisdiction of the courts of Auckland.
This agreement may only be varied by written agreement between us. A condition of this Agreement, or a right created by it, may only be waived by written notice signed by the party granting the waiver. A waiver of a breach of this Agreement does not waive any other breach.
All Notices must be in writing to [email protected] and shall not be validly delivered until receipt is acknowledged.