Crossover Sound Waves INC. ARTIST Agreement
This Services Agreement is entered into the day any of your songs successfully makes it through a Song Jury process, sanctioned by CROSSOVER SOUND WAVES Inc. (a.k.a., the organization) with a 70% or above approval rating. It primarily pertains to those songs. This agreement defines the relationship between Songjury.com, a division of the organization, and the songwriter(s), or independent music group/ label that intend to use this website and its associated services to distribute music.
You are an artist that is a creator/ performer of original/ public domain independent music. songjury.COM is a provider and distributor of interactive content to music listeners through various platforms on the Internet and other means.
Here are the Terms and Conditions.
1. Services.
1.1. Once the artist's songs have met the approval criteria established by songjury.COM to be hosted and sold through the website, the company shall provide the services reasonably necessary for the artist to create, produce, administer and manage one or more online areas featuring the artist, including: page copy; artwork and graphical development; creation and placement of all content and content pages; creation and ongoing maintenance of message boards (as available); support and maintenance of the artist’s page; and all online/internet connectivity and hosting services (including the necessary hardware and software). There is no use fee for hosting artist's songs voted onto the site through our Song Jury process to the organization’s website. the distribution split for donations made on the artist’s page through this website will be handled in one of two possible ways (unless otherwise negotiated and after transaction fees have been taken out): the first way is the artist retains 70%, and 30% goes to the company, a charitable 501c3 organization set up to help families and individuals with problems accessing or sustaining housing; the second way is that the artist agrees to raise money for another 501C3 organization approved by crossover sound waves inc, and 95% of the donation made on the artist’s page through the site will be given to the organization the artist is supporting. Crossover soundwaves inc will take 5% of the donation after transaction fees are taken out. Crossover sound waves inc. will send the remaining 95% to the approved organization. artists will need to supply contact information for said organization to crossover sound waves inc..
1.2. Artist Services. Artist agrees to:
1.2.1. Provide songjury.COM with approved digital audio recordings of original songs in the format specified by THE COMPANY for submission to the Song Jury;
1.2.2. If requested, provide to songjury.COM relevant graphic images and other materials for use on the website once submitted songs have been voted onto the public acessible part of the site by a 70% approval rating by participating song jurors;
1.2.3 In connection with the services to be rendered by Artist hereunder, Artist hereby agrees that Artist shall not upload, post, email or otherwise transmit any materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, spiritually, ethnically or otherwise objectionable. THE COMPANY reserves the right to remove any of Artist's materials from THE COMPANY's website (although songjury.COM has no duty to do so).
2. Compensation.
2.1. Download Royalties. Unless other arrangements have been agreed upon, and after transaction fees have been taken out, the artist shall be entitled to the following with respect to donations or ‘tips’ made on the artist’s page at the songjury.COM website:
2.1.1. 70% of the remaining transaction amount directly related to the artist’s songs or merchandise containing the artist's music content will go to the artist;
2.1.2. At least 30% of the of the transaction for songs will go to the designated charitable organization;
or
2.2.1 95% goes to a tax exempt nonprofit organization support by the
artist in agreement with crossover sound waves inc.(after
transaction fees have been taken out).
2.2.2 crossover sound waves inc, will keep 5% of the donation.
2.1.3. Net Merchandising Proceeds (if and when available). Unless otherwise specified, the artists shall receive ninety five percent (95%) of the monetary transactions through THE COMPANY's website and designated e-commerce services derived from sales of apparel, equipment, posters, photographs and other merchandise after e-commerce transaction fees are taken out. The company shall receive 5% of the transaction. The artist is solely responsible for the condition, shipping and handling of their merchandise.
2.3. No Additional Compensation. Artist understands and agrees that, unless otherwise specified, the compensation set forth in this Section constitutes the full and complete consideration for all services rendered and rights granted hereunder by Artist.
2.4. Payments and Records. Artist's portion of the tip revenue from fan donations through the site shall accrue upon receipt by ThE Company and shall be payable by Th Company to Artist within thirty (30) days after the end of each calendar quarter during the Term in which such monies shall have accrued; provided that:
2.4.1. ThE Company will maintain complete and accurate books and records of the transactions until termination or expiration of this Agreement and for a period of one (1) year thereafter. At Artist's expense and upon reasonable prior notice to THE COMPANY not more frequently than annually, Artist may have a mutually acceptable, nationally recognized independent third party auditor audit such books and records. Any such audit shall be conducted during regular business hours, shall not unreasonably interfere with The Company's business activities, and shall be subject to The Company's confidential and security requirements. Such auditor shall only review whether The Company is properly computing payments due Artist hereunder and be entitled to disclose to Artist the amounts, if any, of any underpayment.
3 License.
3.1. Artist hereby grants to The Company a nonexclusive license to use, adapt, reproduce, publicly and privately perform and display, modify, publish, distribute, broadcast, transmit, electronically scan, digitize and otherwise make available by any and all means artist's attributes including:
3.1.1. all forms of artist-featured Internet programming, electronic commerce and online content (including, without limitation, web pages, bulletin boards, mailboxes and message boards);
3.1.2. the production and/or distribution of electronic products;
3.1.3. the electronic distribution of artist's songs; and
3.1.4. the marketing, advertising, publicizing and promotion of the artist's songs and any related programming, electronic products or merchandise.
3.2. 'Artist's attributes' means Artist's name, voice, signature (authentic or reproductions), likeness, photograph, picture, image, caricature, unique personal characteristics, nicknames, initials, statistics, biographical information and any and all other references to Artist's persona, personality or preferences and other things associated with the artist's identity.
3.3. In connection with the license granted herein, Artist agrees that during the Term THE COMPANY shall host the web space of Artist on the Services website.
3.4. Artist shall not acquire any right under this Agreement to use, and Artist shall not use THE COMPANY property without prior written consent, which consent The Company may grant or deny in its sole discretion. The Company's property means any and all copyrights, logos, trademarks, service marks, trade names and/or other intellectual property rights of The Company. There is no need to ask for consent to promote the Artist’s page hosted by The Company. This is encouraged by the company.
3.5. All right, title and interest to any materials furnished by THE COMPANY for or in connection with the services rendered or which embody the results and proceeds of services provided by THE COMPANY to the artist, including, but not limited to, ideas, designs, formats, molds, models, creations, properties, recordings, films, photographs and other tangible and intangible materials, shall be, become and remain THE COMPANY's sole and exclusive property during and after the Term. THE COMPANY shall have the full and complete right to copyright and/or trademark said materials. This in no way implies THE COMPANY has exclusive ownership of the Artist's original material or attributes; THE COMPANY owns the products it creates that contain, with the Artist's consent, said materials and attributes.
4. Confidentiality & Publicity Limitations.
4.1. Confidentiality. Artists may, during the course of providing services hereunder or in relation to this Agreement, have access to, and acquire knowledge regarding materials, data, systems, and other information of or with respect to THE COMPANY which may not be accessible or known to the general public. Any knowledge acquired by Artist from such materials, data systems, or information or otherwise through its engagement hereunder shall not be used, published, or divulged by Artist to any person, firm, or corporation or included in any advertising or promotion regarding Artist or the services, or in any manner or connection whatsoever without first having obtained the written permission of THE COMPANY, which permission THE COMPANY may withhold in its sole discretion. An artist specifically agrees that the foregoing confidentiality obligation applies to any information disclosed to the artist in any document identified by THE COMPANY as confidential provided to the artist by THE COMPANY.
5. Representations and Warranties. The artist represents and warrants that:
5.1. they have the right, or have an appointed representative, to enter legally into and fully form this Agreement and to grant the rights granted or agreed to be granted hereunder;
5.2. the artist shall acquire all rights necessary for the production, distribution, exhibition and exploitation of the songs and all content and information (the songs and all such content and information shall hereinafter be referred to as the 'artist content'¨), provided by artist in any and all media by all manner and means
5.3. all elements of the Artist Content shall be original with Artist, in the public domain or otherwise owned or controlled by Artist and shall not defame any person or entity, or violate any copyright, trademark, service mark, trade name, patent, right of privacy or publicity, or any other rights of any person or entity and is not subject to litigation;
5.4. there is no outstanding contract, commitment or agreement to which Artist is a party or legal impediment of any kind known to Artist which conflicts with this Agreement or might limit, restrict or impair the rights granted to THE COMPANY;
5.5. it shall comply at all times during the Term of this Agreement with all federal, state and local statutes, laws, rules, regulations and ordinances;
5.6. it shall deliver the Artist Content to THE COMPANY free and clear of any liens, claims, charges or encumbrances which would interfere with the use of the Artist Content by THE COMPANYI or derogate from the rights of THE COMPANY under this Agreement, and;
5.7. the artist is responsible to verify all posted content shall be wholly original with the artist and shall not be copied in whole or in part from any other work, unless it’s an original arrangement of a song in the public domain.
6. Indemnification. Artist shall indemnify, defend and hold harmless THE COMPANY from and against all claims, costs, liabilities, judgments, expenses and damages (including reasonable attorney's fees and costs) arising from or related to any breach of any representation or warranty set forth in Section 5.
7. Limitation of Liability. EXCEPT IN CONNECTION WITH A BREACH OF sections 4 and 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE BREACH OF ANY TERM, COVENANT, REPRESENTATION, WARRANTY OR OBLIGATION CONTAINED HERE. THIS DOES NOT APPLY TO COMPENSATIONS RIGHTFULLY OWED THE ARTIST, AS DEFINED BY THE TERMS OF THIS AGREEMENT.
8. Term and Termination.
8.1. Term. Unless sooner terminated in accordance with this Section 8.2. and 8.3., this Agreement shall commence as of the Effective Date and continue in effect for a period of one (1) year (the 'Term'¨). THE COMPANY shall have the right to automatically renew the Term on a year by year basis. The Artist has the right to refuse this extension by notifying THE COMPANY in writing within seven (7) days of the anniversary date of the agreement.
8.2. Termination by THE COMPANY. Without prejudice to any other rights or remedies available to THE COMPANY, THE COMPANY shall have the right, in its sole discretion, to immediately terminate this Agreement upon written notice to Artist in the event of the occurrence of one or more of the following:
8.2.1. Artist breaches any other material term or provision of this Agreement and fails to cure such breach within ten (10) days after THE COMPANY delivers written notice thereof to Artist;
8.2.2. at any time if, in THE COMPANY ‘s sole discretion, Artist’s reputation or actions reflect unfavorably upon THE COMPANY or upon any of THE COMPANY's products or services; or
8.2.3. Artist engages in fraudulent activity in connection with THE COMPANY's website.
8.3. Termination by Artist. Without prejudice to any other rights or remedies available to Artist, Artist shall have the right, in its sole discretion, to immediately terminate this Agreement upon written notice to THE COMPANY in the event of the occurrence of one or more of the following:
8.3.1. THE COMPANY declares bankruptcy; or
8.3.2. THE COMPANY breaches any other material term or provision of this Agreement and fails to cure such breach within ten (10) days after Artist delivers written notice thereof to THE COMPANY.
8.3.3. at any time if, in the artist's sole discretion, THE COMPANY's reputation or actions reflect unfavorably upon the artist or upon any of the artist's products or services; or
8.3.4. THE COMPANY's engages in fraudulent activity in connection with the artist.
8.4. Effects of Termination. THE COMPANY shall pay Artist all payments due hereunder within thirty (30) days of any termination or expiration; provided, however, Artist hereby acknowledges and agrees that if THE COMPANY terminates this Agreement pursuant to the above provisions, Artist automatically shall be deemed to have forfeited the right to such payment. The obligations in this Agreement which are intended by their terms to survive the expiration or termination of this Agreement shall so survive.
9. Other Conditions. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, epidemic, accident, explosion, casualty, act of God, lockout, strike, labor controversy or threat thereof, riot, insurrection, civil disturbance or commotion, boycott, disruption of the public markets, war or armed conflict (whether or not officially declared), sabotage, act of a public enemy, act of terrorism, embargo, delay of a common carrier, the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree; provided that the party relying upon this section shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and shall take all steps reasonably necessary under the circumstances to mitigate the effects of the other conditions upon which such notice is based.
10. Notices. All notices required to be given by the artist shall be in writing and shall be given either by personal delivery, telecopy, scan, facsimile, email or by United States mail, and shall be deemed given hereunder on the date personally delivered, emailed or faxed, or the date two (2) business days after the date mailed if mailed in the United States, or the date five (5) business days after the date mailed if mailed outside of the United States. Until further notice, all such notices shall be sent to:
Attention: Artist Relations
Crossover Sound Waves Inc.
PO Box 442 Mount Hermon, CA.
95041
Facsimile Number: 831-335-8395
Email: james@crossoversoundwaves.com
