TERMS AND CONDITIONS
Effective Date: March 29th, 2019
If You are using the Website on behalf of an entity, or organization (collectively, a “Subscribing Organization”) then You represent and warrant that You: (i) are an authorized representative or agent of that Subscribing Organization with the authority to bind such a Subscribing Organization to these Terms; (ii) have read these Terms in their entirety; (iii) understand these Terms, and (iv) agree to these Terms on behalf of such Subscribing Organization.
1.0 Subject to Company’s direction and control, Remixer will promptly prepare and deliver to Company, remixes (the “Remixes”) of the Master(s) featuring the performances of Company’s artist JILLEE PARKER & DRAYDEL (“Artist”). The Remixes shall be subject to Company’s prior written approval as technically and commercially satisfactory for the manufacture and sale of phonograph records.
2.0 Remixer hereby grant to Company the right, throughout the world and in perpetuity, to use and to permit others to use Remixer’s real and professional names for purposes of advertising, publicity and trade in connection with the sale and exploitation of the Remixes and on and in connection with phonograph records derived therefrom.
3.0 In full and complete consideration of all services rendered by Remixer and all rights herein granted to Company, Company will give Remixer an “all-in” percentage of writers share on the Remix track in the sum of 30%, payable as follows: (a) commencement of remixing; and (b) following the delivery to and acceptance by Company of technically and commercially satisfactory Remixes. For the avoidance of doubt, Remixer shall be solely responsible for all recording costs in connection with the Remixes. Remixer expressly acknowledges and agrees that shall not be entitled to any mechanical royalty percentage or other contingent compensation in connection with Company’s exploitation of the Remixes.
4.0 Remixer represents and warrants that no “Materials” embodied in the Remixes will violate or infringe upon the rights of any person or entity. As used herein, “Materials” means: all musical and/or artistic materials, ideas, and/or other intellectual properties created, furnished and/or selected by Remixer and contained in or used in connection with the Remixes. Without limiting the foregoing, Remixer will not “interpolate”, “quote from,” “sample”, “borrow” or otherwise adapt any copyrighted music, lyrics, spoken words, sounds, musical compositions, sound recordings or other material (collectively, “Embodied Copyrighted Materials”) on or in connection with any of the Remixes without the prior written consent of the applicable copyright proprietors of such Embodied Copyrighted Materials on terms which grant Company and its designees the unrestricted right to exploit the Remixes; If Company, in the exercise of its good faith business judgment, believes that Embodied Copyrighted Materials are embodied on any Master and Remixer has not obtained the written consents in respect of such Embodied Copyrighted Materials, any action taken against Company due this form of wrong-doing then the Remixer shall be held fully responsible.
- 0 The Remixes shall, from the inception of creation, constitute “works made for hire” for Company within the meaning of the United States Copyright Act of 1976 (Title 17, U.S.C.), as amended. If for any reason the Remixes do not constitute works made for hire, then Remixer hereby irrevocably transfers and assigns to Company all of Remixer’s right, title and interest in and to such Remixes, together with all rights therein (including the sound recording copyright). Without limiting the generality of the preceding sentence, Company shall have the exclusive, unrestricted, worldwide and perpetual right (but not the obligation) to use, distribute, sell and exploit the Remixes in any and all media now known or hereafter invented.
6.0 Remixer expressly agrees that shall not at any time make any claim of entitlement to copyright ownership or mechanical royalties (and Company shall have no obligation to pay any mechanical royalties to Remixer or any person or entity deriving any rights from Remixer) in respect of: (a) any musical compositions embodied in the Master and/or the Remixes; (b) any Materials added to the Master by Remixer in preparing the Remixes; or (c) any versions or arrangements thereof.
7.0 The Remixer warrants they are over 18 years of age and confirm that they have taken independent legal advice on these terms and conditions
8.0 Remixer confirms that they shall not send the title(s) in any association without written consent from the company before the release date. In any case of harm caused by distribution by remixer without permission, remixer royalties will be decreased by 75%.
9.0 The Remixer also warrant and agree that Remixer shall not:
9.1 impersonate or misrepresent Your affiliation with any other person or entity;
9.2 upload, post, publish, transmit, reproduce, distribute or in any way exploit any information or other material obtained through the Company for commercial purposes other than according to these Terms and other than as expressly permitted by the provider of such information or other material;
9.3 engage in spamming, flooding or promote or distribute any unauthorized advertising;
9.4 misrepresent works as Your own or misrepresent the popularity of any of Your works;
9.5 store, collect, scrape, lift, download, or retain Content from the Company in a separate destination that in any way replicates substantially material offered from the Site except as these Terms permit;
9.6 engage in any conduct that would could constitute a criminal offence or give rise to civil liability of any nature;
9.7 facilitate, aid, abet, or promote any conduct that could constitute a criminal offence or give rise to civil liability of any nature;
9.8 enter into or form Deals with Users You came into communication with as a result of Your access to, or use of, Masters except by using company in conjunction with the means Draydel provides to form such Deals;
9.9 attempt to gain unauthorized access to the company’s computer system or other computer systems through the company;
9.10 infringe the intellectual property rights of any other person or entity
The headings in these Terms are for convenience only and shall not affect their construction or interpretation.
10.2 Singulars and Plurals
Words importing the singular include the plural and vice versa.
Words importing a gender shall include all genders.
10.4 Governing Law; Dispute Resolution
This section shall not limit Our right to seek injunctive relief against any User in any court of competent jurisdiction.
10.6 No Waiver of Terms
Company’s failure or delay to exercise or enforce any provision in these Terms is not a waiver of that provision.
10.7 Assignment of Terms
Company may assign these Terms in part or in their entirety without Your consent. These Terms are personal to You and You may not assign Your rights or obligations under these Terms to any person or entity.
10.8 Force Majeure
Company shall not be liable to You for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control.
10.9 No Joint Venture
10.10 Contacting Company
10.11 Entire Agreement
Light Vital, LLC
6214 Flagler St.