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Publishing Services Agreement

Effective date: 06/06/2022

BEATSTARS PUBLISHING SERVICES AGREEMENT

PLEASE READ THIS BEATSTARS PUBLISHING SERVICES AGREEMENT CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE, INCLUDING MUSIC CONTENT AND OTHER SERVICES WE MAKE AVAILABLE THROUGH THE SERVICE. THESE TERMS REQUIRE YOU ARBITRATE ANY DISPUTES YOU HAVE WITH US AND YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST US IN A CLASS ACTION FORMAT.

Introduction

Welcome! The Terms of Service (“Terms”) governs the website www.BeatStars.com (including both mobile and online versions) (the “Site”), including your use of interactive features, applications (“Apps”), content and/or other online services that we own and control and that post a link to these Terms (collectively with the Site, the “Service”), which are made available by BeatStars, Inc. (“BeatStars”, “we”, “our” or “us”) and/or BeatStars Publishing LLC (“Publisher’,“we”, “our” or “us”). By using the Service, you acknowledge and accept the Service’s Terms of Service, the Service’s BeatStars Publishing Services Agreement, the attached Publishing Administration Agreement, the Service’s Privacy Policy and consent to the collection and use of your data in accordance with our Privacy Policy. BeatStars may, from time to time, provide you with information relating to customers that purchase Your Content, subject to our privacy policy and the preferences of our customers. You may only use, and disclose this information to a third party, for your internal record keeping purposes. You may not disclose any of this information to a third party or use it for any other purpose. In all events, you will comply with the terms of BeatStars’ privacy policy in connection with the customer data provided under this Agreement. IN THE EVENT THAT THE SERVICE’S TERMS OF SERVICE AND THE SERVICE’S BEATSTARS PUBLISHING SERVICES AGREEMENT CONFLICT, THE SERVICE’S TERMS OF SERVICE WILL CONTROL.


THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICK “I AGREE,” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, WRITER OR CORPORATION, IN WHICH CASE “YOU”, “YOUR”, OR THE LIKE HEREUNDER SHALL REFER TO THE ARTIST, BAND, GROUP, WRITER OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” F THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW.

We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and BeatStars and/or Publisher that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, you will be notified by email; through your account page on the Site, or any other applicable means. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services. Your continued use of the Services following posting of a change notice or new agreement on the Site or notice to you via e-mail, will constitute your binding acceptance of the changes.

YOU ARE RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH BEATSTARS AND PUBLISHER FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES.

If You Want to Use the Service,

Then carefully read these entire Terms (including all links to details), as they constitute a written agreement between you and us and they affect your legal rights and obligations. Each time you access and/or use the Service (other than to simply read these Terms), you agree to be bound by and comply with these Terms and any Additional Terms (defined below) then posted. Therefore, do not use the Service if you do not agree.


The business realities associated with operating the Service are such that, without the limitations that are set forth in these Terms, such as your grants and waivers of rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes – we would not make the Service available to you.


By accessing and/or using the Service, you agree to be bound by these Terms. In some instances, both these Terms and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of the Service or to a service or product offered via the Service (in each such instance, and collectively “Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise. Additionally, certain features and services made available through the Service from time to time may be governed by different terms of use.


You may only sign up for a BeatStars Publishing account by reading and accepting these Terms of Service. Please review our Terms of Service and Privacy Policy which outlines our practices towards handling any personal information that you may provide to us online.


(“Writer” or “You”, or the like hereunder) and Publisher agree that your access to and use of the Site is subject to your agreement to the terms and conditions listed below, which will become a binding agreement between you and Publisher (the “Agreement”). Publisher is willing to allow you to access the Site and is willing to perform the requested services (the “Services) only upon the condition that you accept all of the terms of this Agreement. Please read these Terms carefully. After reading the Terms, if you Agree, please indicate your decision by checking “I have read and accept the Publishing Services Agreement” and clicking “Agree”. If you do not agree to all the Terms and Conditions of this Agreement, do not proceed with registration to use the Services.


If you are using this Site, entering into this Agreement for the Services, registering and creating a BeatStars Publishing Account, and/or providing information to us on behalf of one or more other writers, a group, or a music publisher/administrator or other entity, then you represent and warrant to us that you are duly authorized to do so on behalf of the applicable people or entities and to bind them to this Agreement. As used herein, the Term “you” includes all such people entities.

Your Account

In order to access some features of the Website, including your account information and periodic statements, you will have to create an online account (“Account”). You hereby represent and warrant that the information you provide to BeatStars an Publisher upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your Account information, including your email address, is kept accurate and up‑to-date at all times during the Term of this Agreement.


As a registered user of the Services you will have login information, including a username and password. Your Account is personal to you, and you may not share your Account information with, or allow access to your Account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your Account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Website. You agree to notify us immediately of any breach in secrecy of your login information. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party not authorized by you, then you agree to immediately notify BeatStars by e-mail to support@beatstars.com.. You will be solely responsible for the losses incurred by BeatStars and Publisher and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying BeatStars and Publisher that your Account has been compromised.


You acknowledge, consent, and agree that BeatStars and Publisher may access, preserve, and disclose your Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i)comply with legal process; (ii)enforce this Agreement; (iii)respond to a claim that any of Your Content violates the rights of third parties; (iv)to respond to your requests for customer service; or (v)to protect the rights, business interests, property or personal safety of BeatStars and its employees and users, and the public.

Cancellation

The Term and your enrollment will continue until you send a cancellation request. You may cancel the Term by sending an email to support@beatstars.com.. Cancellation shall be effective at the end of the Term and subject to our Retention And Post-Termination Exploitation Period and collection rights and rules and regulations of the relevant performance, licensing and other collection rights organization. Registration fees are non-refundable once paid, however, and you are solely responsible for all charges, fees, duties, taxies, and assessments arising out of any use of your BeatStars Publishing Account by you or anyone else using your Account.

Changes

ChangesBeatStars and Publisher reserve the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Service. We will inform you of any proposed modifications (e.g., by email; through your account page on the Site, or any other applicable means) and you Terminate the Term of this Agreement if you do not wish to accept them. Otherwise, such modifications and additional terms and conditions will be deemed accepted and incorporated into this Agreement.

Warranties and Indemnification

You hereby warrant represent to BeatStars and Publisher as follows:

  1. You are at least eighteen (18) years of age, or have the authorization of a parent or legal guardian to enter this Agreement
  2. If you are entering into this Agreement on your behalf as a Songwriter, are not currently signed to an exclusive songwriter, co-publishing, administration or other Agreement regarding Your Interest in any Compositions or Songwriting Services.
  3. All registration information and other information you submit to BeatStars and Publisher is and will remain truthful and accurate. You will notify us promptly if any information changes or needs to be updated. In the event we are put on notice with respect to a discrepancy or any inaccuracy with respect to information provided in the Registration, we shall have the right to suspend payments generated in connection with the Compositions in question until the discrepancy or inaccuracy is resolved to our reasonable satisfaction, without limitation of our indemnification rights as set forth below.
  4. You have and shall continue to have the full right, capacity, power and authority to enter and fully perform this Agreement. Without limiting the foregoing, no consent of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to BeatStars and Publisher under this Agreement, or BeatStars Publisher’s enjoyment of such rights and the proceeds thereof as contemplated hereunder.
  5. Neither the music, title, lyrics or other material comprising the Compositions nor any part thereof is or shall be a copy of any other copyrighted work, or infringes or shall infringe upon any statutory or common law rights of any third party; or violates or shall violate any statutory or common law. Without limiting the foregoing, no Composition embodies a “sample,” “interpolation,” arrangement, or other portion of a musical composition owned or controlled by a third party.
  6. The Compositions shall be free from any adverse claims, liens or encumbrances of any kind by any person or entity.
  7. BeatStars and Publisher shall not be required to make any payments of any nature for, in connection with, the exploitation of the Compositions except as specifically set forth herein.
  8. You hereby represent and warrant: (1) there are and there shall be no liens, encumbrances or other charges against the Composition(s), including, without limitation, any Samples incorporated therein by You and/or any third party engaged by You; (2) no selections, materials, ideas, or other properties furnished by You and embodied or contained in the Composition(s), nor the exercise by BeatStars and/or Publisher of any of its rights hereunder, will violate or infringe upon any law or statutory right of any third party; (3) You have the full right, power and authority to agree to these Terms, grant the rights conveyed to Publisher hereunder, and perform the material terms and obligations hereunder; and (4) You have not entered into and shall not enter into to any agreement with any third-party record company, distributor, music publisher, or any other person or entity that would conflict, inhibit, restrict or impair the rights granted to Publisher hereunder or the performance of your obligations under these Terms.
  9. You hereby represent and warrant that the use or other exploitation of Your Content, including, but not limited to, any musical compositions, by us and our Licensees as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
  10. You hereby represent and warrant that no selections, materials, ideas, or other properties furnished by You and embodied or contained in any Derivative Master(s) or Derivative Composition(s), nor the exercise by Publisher of any of its rights hereunder, will violate or infringe upon any law or statutory right of any third party, including without limitation copyright, trademark right or right of publicity or privacy.
  11. You hereby represent and warrant to the extent you are the songwriter of any or all of the musical works embodied in Your Content, whether in whole or in part (e.g., as a co‑writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any PRO, whether based in the United States or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us and our Licensees for the public performance and communication to the public of Your Content, including as Clips, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the use of the musical works in Your Content when publicly performed, communicated or otherwise transmitted by BeatStars and Publisher or its Licensees.
  12. You hereby represent and warrant you have not assigned any of the rights in and to the musical compositions to any third party (e.g., a music publisher) that obtained exclusive rights in and to musical compositions.
  13. You hereby represent and warrant that if it is ever determined that you have acted contrary to any other agreements you have in place, you shall cause any and all of your respective PRO (Performing Rights Organizations), CMOs (Collective Management Organization), publishing administrators, agents, Entities, their parent company and subsidiaries, or their respective employees, officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns, as applicable, to license to BeatStars, Publisher and/or Publisher’s publishing administrators, agents, Publisher’s parent company and subsidiaries, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns the rights in any of the Composition pursuant to the terms and conditions of this agreement. You shall issue or shall cause the necessary above parties in this paragraph) to issue a non-exclusive, worldwide, and perpetual licenses for use of the Composition in connection with any Composition(s) and/or Derivative Composition(s) hereunder, including, without limitation, any unauthorized commercial exploitation thereof.
  14. You hereby forever release and covenant not to sue BeatStars, Publisher, its parents, subsidiaries, officers, representatives, employees, affiliates, successors, licensees, its affiliated publishers, its affiliated subpublishers, administrators and assigns from any and all claims arising out of or in connection with any act or omission of any third party in connection with any Composition(s), Derivative and/or Derivative Composition(s) hereunder, including, without limitation, any unauthorized commercial exploitation thereof.
  15. You agree to, and you hereby, defend, indemnify, and hold BeatStars, Publisher, its parents, subsidiaries, officers, representatives, employees, affiliates, successors, licensees, its affiliated publishers, its affiliated subpublishers, administrators, and assigns harmless from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, fines, penalties, settlements, interest, and expenses (including attorneys' fees) that directly or indirectly arise from or are related to any claim, suit, action, demand, or proceeding made or brought against any Publisher Party, or on account of the investigation, defense, or settlement thereof, arising out of or in connection with, whether occurring heretofore or hereafter: (i) your User-Generated Content; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms or any Additional Terms; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) Publisher Parties' use of the information or content that you submit to us (including your User-Generated Content and Music Content) (all of the foregoing, "Claims and Losses").

Procedure For Alleging Copyright Infringement

  1. DMCA Notice
  1. BeatStars and/or Publisher will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act ("DMCA"), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner's) copyright in that work has been infringed by an improper posting, distribution, or because of our publishing of it via the Service, then you may send us a written notice, using this form that includes at minimum all of the following information:
  1. a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
  2. a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);
  3. your full name, address, telephone number and email address;
  4. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  5. a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
  6. your electronic or physical signature.
  1. BeatStars and/or Publisher will only respond to DMCA Notices that it receives that are submitting using the following form:
  1. It is often difficult to determine if your copyright has been infringed. BeatStars and/or Publisher may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and BeatStars and/or Publisher may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
  2. Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
  3. We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
  4. Without limiting BeatStars and/or Publisher other rights, BeatStars and/or Publisher may, in appropriate circumstances, terminate a repeat infringer's access to the Service and any other website owned or operated by Publisher.
  1. Counter - Notification. If access on the Service to a work that you submitted to BeatStars and/or Publisher is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the following address:
  1. By Mail: BeatStars Publishing LLC, 4301 W William Cannon Dr Ste B-150, Austin, TX 787349
  2. By email: DMCA@BeatStars.com
  3. Your DMCA Counter-Notification should contain the following information:
  1. a legend or subject line that says: "DMCA Counter-Notification"
  2. a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL or page of the Service from which the material was removed or access to it disabled);
  3. a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  4. your full name, address, telephone number, e-mail address, and the username of your account;
  5. a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Western District of Texas), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and your electronic or physical signature.
  6. Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

Procedure For Alleging Infringement of Other Intellectual Property

  1. General
    If you own intellectual property other than copyrights and believe that your intellectual property has been infringed by an improper posting, distribution, or because of our publishing of it via the Service, then you may send us an email to support@beatstars.com. that includes all of the following:
  1. a legend or subject line that says: "Intellectual Property Infringement Notice"
  2. a description of the intellectual property that you claim has been infringed;
  3. a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL or page of the Service on which the material appears);
  4. your full name, address, telephone number and email address;
  5. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner of the intellectual property, its agent, or the law;
  6. a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the owner of the intellectual property at issue (or, if you are not the owner, then your statement must indicate that you are authorized to act on the behalf of the owner of the intellectual property that is allegedly infringed); and your electronic or physical signature.
  1. We will act on such notices in our sole discretion. Any user of the Service that fails to respond satisfactorily to BeatStars and/or Publisher with regard to any such notice is subject to suspension or termination. We may send the information that you provide in your notice to the person who provided the allegedly infringing material.

LIMITATIONS OF OUR LIABILITY

  1. General
    TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY BEATSTARS AND/OR PUBLISHER PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
  1. the Service (including the Content, Music Content and the User-Generated Content;
  2. your use of or inability to use the Service, or the performance of the Service;
  3. any action taken in connection with an investigation by BeatStars and/or Publisher Parties or law enforcement authorities regarding your access to or use of the Service;
  4. any action taken in connection with copyright or other intellectual property owners or other rights owners;
  5. any injury or damages you sustain directly or indirectly as a result of your use of the Service or any Music Content;
  6. any errors or omissions in the Service's technical operation; or
  7. any damage to any user's computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if BeatStars and/or Publisher Parties were advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Service).Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you.


EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BEATSTARS AND/OR PUBLISHER PARTIES' TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID BEATSTARS TO ACCESS THE SERVICE OR IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY US.

PUBLISHING ADMINISTRATION AGREEMENT

Gentlepersons:


 The following sets forth the material terms of the exclusive songwriter and publishing administration agreement between (“Writer” or “you”), on the one hand, and BeatStars Music Publishing LLC (“Publisher”, “we”, “us” or the like hereunder), on the other hand (the “Agreement”):

Certain Definitions.

As used in this Agreement, the following terms shall have the meaning set forth below:


(a) “Affiliate” means any Person (a) which you wholly own or in which you have a controlling interest, in whole or part; (b) which owns your publishing designee or has an interest in your publishing designee; which employs you or which you employ for the purpose of writing musical compositions or which employs you to write musical compositions; or (c) ; or (d) the operation of which is controlled directly or indirectly by you.


(b) “Person” means any individual, corporation, company, partnership, joint venture, association or other business entity or organized group of individuals of whatever nature, and any legal successors and representatives of the foregoing.

  1. Type of Agreement / Rights.
  • (a) Publishing administration agreement pursuant to which Publisher acquires One Hundred Percent (100%) of all administration rights throughout the universe in and to the Compositions (as defined in paragraph 2 below). Writer hereby irrevocably grants to Publisher and its designees, the exclusive right, during the Term (as defined below) and throughout the Territory (as defined below), to administer, control, use and exploit the Compositions. The term “administer” shall mean to exclusively control the rights related to the license, sale, or other exploitation of the Compositions throughout the Territory and during the Term. Such right shall include, but not be limited to the following rights: (i) to license, and cause others to license, the exploitation of the Compositions, including without limitation, the right to license: (A) broadcast and other public performances; (B) the manufacture, distribution and sale of Records and Video devices in all configurations embodying the Compositions along with other compositions; (C) the synchronization of the Compositions in connection with motion pictures, television programs, commercials, videos and video games; and (D) the use of the Compositions in connection with merchandising activities; (ii) to license and subpublish throughout the Territory all or part of the rights granted to Publisher herein and otherwise administer and do all things permitted by law in the administration of the Compositions; (iii) to negotiate and resolve so-called “split” disputes and to prosecute infringements and invasions of rights in the Compositions; (iv) to claim and collect any so-called “industry awards”; and (v) to collect all monies earned at any time from any source with respect to the Compositions, excluding only the “songwriter’s share” of public performance income collected by any performing rights societies (each, a “Society”, and collectively, the “Societies”). In addition to the rights the Societies have to license public performance uses of the Compositions, Publisher shall have the right to license public performance uses of the Compositions directly.
  • (b) We (and our designee(s)) shall be entitled to use of the Compositions over the internet and via third-party software mobile applications (including, without limitation, Twitch, TikTok, and other analogous platforms) which feature the Compositions for promotional purposes, including, without limitation, in live so-called “simulcasts” and archived user-generated videos exhibited via on-demand streaming, online advertising, and for similar online promotional purposes, and to permit users to create, download, and share videos featuring portions of the Compositions in the form of short-form “clips”, in connection therewith. For the avoidance of doubt, provided that we do not receive any compensation from any such exploitation on such platforms, no further compensation will be due to you in connection with such exploitation of the Compositions. In the event that we receive compensation from any exploitation discussed in this paragraph, we shall make a good faith allocation thereof to your account hereunder.
  1. Compositions Involved. All musical compositions to the extent written, composed, owned, controlled and/or acquired by Writer, in whole or in part, prior to the Term (as defined in paragraph 3 below) of the Agreement (the “Old Compositions”) and/or during the Term of the Agreement (the “New Compositions”), as further detailed on Schedule 1 (attached hereto and incorporated herein by this reference), as amended from time-to-time. The Old Compositions and the New Compositions are sometimes hereinafter each referred to as a “Composition” and collectively referred to as the “Compositions.”

  • (a) You warrant and represent that certain Old Compositions (such Compositions, the “Qualified Old Compositions”) are, as of the date of this agreement, subject to a pre-existing exclusive co-publishing or administration agreement between you and Previous Publisher, the term and retention period of which agreement shall end on the date of the “Pre-existing Agreement”. As such, you shall not be obligated to deliver the Qualified Old Compositions to Publisher until the time set forth in paragraph 2(b) below. You hereby warrant and represent that all such Qualified Old Compositions are set forth on Schedule 2 hereto and that Schedule 2 is complete and accurate. Your failure to include or to accurately describe any Qualified Old Compositions on Schedule 2 shall not diminish Publisher’s rights in and to such Qualified Old Compositions.
  • (b) If, at any time during the Term, any of your rights under the Pre-existing Agreement, with respect to the Qualified Old Compositions, expire, are terminated or otherwise revert back to you (each, a “Notice Event”), then immediately upon the occurrence of such Notice Event, the Qualified Old Compositions shall automatically be deemed Old Compositions hereunder for all purposes under this agreement and at no additional cost to Publisher. As such, you shall deliver all such Qualified Old Compositions to Publisher promptly following the occurrence of the Notice Event and provide Publisher with notice of the same.
  1. Term. The term of this Agreement shall commence upon the Effective Date and shall continue for one (1) year from the Effective Date. The Initial Term shall automatically renew for successive one (1) year extension periods (each, an “Extension Period”) unless otherwise terminated by either party by providing notice to the other party no later than thirty (30) days prior to the expiration of the Initial Term or the applicable Extension Period (the “Initial Term” together with each “Extension Period” shall be collectively referred to as the “Term”). With respect to the Compositions, Publisher and its licensees shall retain all rights under this Agreement for one (1) year post termination (“Retention Period”). Further, Publisher and its licensees shall have the sole and exclusive right to collect, for a period of one (1) year following the expiration of Retention Period in the United States, and for a period of eighteen (18) months in all parts of the Territory outside the United States, all monies earned during the Term and Retention Period throughout the Territory.
  2. Territory. The universe.
  3. Royalties.
  • (a) In respect of any exploitations of the Compositions, Publisher shall credit Writer’s account with the following:
  • (i) Public Performance Income. Sixty Percent (60%) of Net Income (as defined in paragraph 6(e) below) derived from the “publisher’s share” of public performance income collected by Publisher with respect to performances of the Compositions. If Publisher licenses any public performance use directly pursuant to paragraph 1 above, Publisher shall pay Writer Sixty Percent (60%) of the Net Income derived from the “publisher’s share” in connection with such license and One Hundred Percent of the Net Income derived from the “writer’s share” in connection with such license.
  • (ii) Mechanical Income. Eighty Percent (80%) of the Net Income derived from Publisher’s licensing of the Compositions for use in phonograph records.
  • (iii) Synchronization Income and Video Uses. Eighty Percent (80%) of the Net Income (except Sixty-Five Percent [65%] of the Net Income where any license is sourced by Publisher or its agents or affiliates) derived from Publisher’s licensing of the Composition for synchronization uses in motion pictures, television programs, video games, commercials, and other audiovisual works, uses, or devices.
  • (iv) Other Composition Income. Eighty Percent (80%) of Net Income derived from Publisher’s licensing of the Compositions not specifically referred to paragraphs 6(a)(i)-(iii) above, including, without limitation, print income.
  • (b) Income Received by Writer. Writer shall promptly notify Publisher of any payments received by Writer at any time with respect to the Compositions (other than the “songwriter’s share” of public performance income) and shall account for and turn over such payments to Publisher, together with appropriate statements of account, within fifteen (15) days of Writer’s receipt of same.
  • (c) Retention of Income. Publisher shall have the right to retain for its own account all monies received by Publisher in connection with the exploitation of the Compositions after payment to Writer of the applicable sums specified in paragraph 6(a) above.
  • (d) Except as expressly provided herein, no other royalties or monies shall be payable to, or on behalf of, Writer hereunder.
  • (e) As used herein, “Net Income” shall mean all monies actually received by Publisher in the United States which are attributable to the exploitation of the Compositions (“Gross Income”), less all of Publisher’s actual, out-of-pocket costs and expenses in connection with the Compositions, including, without limitation, the following: (i) costs of administration, collection, protection and enforcement; (ii) amounts paid to partial writers of the Compositions or other publishers, if any; (iii) actual costs incurred in connection with the registration of copyrights; (iv) actual costs incurred for arranging, translating, editing and exploiting of the Compositions; (v) fees or costs connected with the preparation, printing and distribution of lead sheets of the Compositions; (vi) fees paid to or charged by a trustee or collecting agent for the licensing of the Compositions; (vii) standard commissions retained by or paid to performing right societies, mechanical right societies or any other collection agencies or societies established in any part of the Territory; (viii) actual fees retained by or paid to any subpublisher or administrator; (ix) demo costs; (x) applicable taxes; and (xi) all other out-of-pocket expenses related directly to the Compositions and their exploitation hereunder. For the avoidance of doubt, no costs or expenses constituting the salaries of employees, rent and overhead shall be deducted from Gross Income.
  1. Accounting: Semi-annual – within ninety (90) days of end of accounting period (currently, such 90-day period ending on or before April 1, and on or before October 1 of each year). All accountings rendered by us, or on our behalf, to you shall be binding and not subject to any objection by you unless specific written objection by you stating the basis thereof, is furnished to us within three (3) years from the date rendered. You shall be foreclosed from maintaining any action, claim or proceeding against us with respect to any statement or accounting due hereunder unless such action, claim or proceeding is commenced against us in a court of competent jurisdiction within three (3) years after the date such statement is rendered. Statements hereunder shall be deemed rendered when due unless you notify us that the applicable statement was not received by you and such written notice is given within forty five (45) days after the applicable due date specified above. You shall have the right to appoint a certified public accountant who is not then currently engaged in an outstanding audit of us, to examine our books and records relating solely to the sale of Records embodying the Compositions, provided that such examination shall take place at our offices during normal business hours, on reasonable written notice, not more frequently than once in any calendar year, no more than once per statement, and at your sole cost and expense. You shall furnish us with a copy of the audit report within thirty (30) days after the completion of the applicable audit. Any action brought by you against us in connection with an audit shall solely be limited to the determination of amounts owed. Notwithstanding anything to the contrary contained herein in the event that the total amount payable to you during any accounting period is less than One Hundred Dollars ($100), we shall be entitled to carry the balance forward until the accounting period during which One Hundred Dollars ($100) or more is shown to be payable to you by the applicable accounting statement.
  2. Representations, Warranties & Indemnity. Writer hereby warrants and represents that: (a) Writer is at least eighteen (18) years old and has the full right, power and authority to enter into and perform the agreements and to grant to and vest in Publisher all of the rights herein set forth, free and clear of any and all claims, rights and obligations whatsoever; (b) all of the results and proceeds of Writer's songwriting and composing activities hereunder delivered and to be delivered by Writer hereunder are and shall be new and original and capable of copyright protection throughout the universe, the Compositions or any part thereof shall not be an imitation or copy of, or shall in any way infringe upon, any other material, and the Compositions or other musical, dramatic, artistic and literary materials, ideas or other intellectual properties furnished or selected by Writer or other songwriters and contained in or used in connection with the Compositions or the exploitation thereof shall not violate or infringe upon any common law or statutory rights of any party or person; (c) Writer has not sold, assigned, leased, licensed or in any other way disposed of or encumbered any of the rights granted to Publisher hereunder; and (d) there are no outstanding unrecouped advances, security interests, recording artist contract provisions or other commitments (and no advance, security interest, recording artist contract arrangements or other commitments have been or will be entered into) that will in any way diminish, delay or interfere with any of Publisher's rights and/or Publisher's receipt of income as provided for in the Agreement. Writer hereby agrees to indemnify Publisher and its parents, subsidiaries, officers, representatives, employees, affiliates, successors, licensees and assigns from and against all liabilities, losses, documented damages or costs actually incurred (including, without limitation, reasonable outside attorneys’ fees and legal costs actually incurred) arising out of any third party claim, demand or action (“Claim”) inconsistent with any of Writer’s representations, warranties or agreements made herein. Writer will reimburse Publisher upon its written demand for any payment made by Publisher at any time in respect of any Claim, liability, damage or expense to which the foregoing indemnity relates. If the amount of any Claim has not been determined, Publisher may withhold sums due to Writer hereunder in an amount reasonably consistent with such Claim pending such determination.
  3. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when received by the addressee, if sent by Express Mail, Federal Express or other express delivery service (receipt requested), (c) three (3) business days after being sent by registered or certified mail, return receipt requested and received, in each case to the other party at the respective address set forth herein above (or to such other address for a party as shall be specified by like notice; provided that notices of a change of address shall be effective only upon receipt thereof), or (d) when delivered by email with acknowledgement of receipt by the receiving party (i.e., the e-mail notice will be deemed to be duly given only after the receiving party expressly responds via e-mail to the sending party’s notice with the message “Received”). Any notices via e-mail to Publisher must be sent to jbromley@manatt.com.

Miscellaneous. The parties hereto may elect to execute more formal documentation memorializing the terms of the Agreement. Unless and until such more formal document is executed, this document constitutes a valid agreement binding upon Writer and Publisher as governed by the laws of the State of Delaware applicable to contracts entered into and intended to be performed entirely in that state. Any disputes between the parties hereto shall be subject exclusively to the jurisdiction of the state and federal courts sitting in Travis County in the State of Texas. In the event of any breach of this Agreement by us, your sole remedy shall be an action at law for damages actually incurred, if any, and in no event shall you be entitled to seek equitable or other injunctive relief. Notwithstanding the foregoing, if we are sued or joined (e.g., by joinder or impleader) in any other court or forum by a person, corporation or entity other than you in respect of any matter that may give rise to a claim against you hereunder, you hereby consent to the jurisdiction of such court or forum over any such claim asserted against you. Regardless of the form in which any action hereunder is pursued, and without limitation of the right of either party hereunder to pursue other lawful methods of service of process, service of process on the respective parties by the methods listed in paragraph 9 above shall be deemed for all purposes personal service upon such parties under the state and Federal Rules of Civil Procedure, respectively. We shall have the right, at our election, to assign or sub-license any of our rights hereunder, in whole or in part, to any person, firm or corporation. You shall not have the right to assign this Agreement or any of your rights or obligations hereunder, and any such assignment shall be void ab initio. This Agreement may be signed in any number of counterparts, each such counterpart being deemed to be an original instrument, but all of which shall constitute one document. Delivery of a signed counterpart of a signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.