In Store Music Direct License Agreement
The “In-Store Channel” means a closed system for the public performance of pre recorded music in retail stores factories or other commercial premises (not being places of entertainment and/or places to which persons are charged for entry) only to be heard only by persons in attendance in such premises. For the avoidance of doubt no other use may be made by customers of the recordings and recordings cannot be sold or exploited as part of any premium or commercial tie in or promotion or advertisement and cannot be remixed or otherwise altered and are used as delivered. You are agreeing to a direct license agreement to play your music on the No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) In-Store music stream that will be played inside stores all across the world.
Recordings are only eligible for the promotion if the Artists on the recordings are the sole writers/composers/producers/mixers/remixers of the songs recorded . Recordings are eligible by stating that you are the copyright owner of the Works, I declare that in regards to licensing my Works to No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com), I will represent myself. I waive representation and the collection of royalties or licenses by SoundExchange , BMI, ASCAP, SESAC and all International performing rights organizations around the world only as it relates to the inclusion of the Works in the broadcast of No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) In-Store Music promotion.
No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com), (“No Cover Radio In Store Music Direct”) sets forth these terms and conditions for all artists (individually and collectively referred to as “you”) that are participating on HYPERLINK “http:// nocover.com
. These Artist Terms and Conditions are applicable to all artists registering on HYPERLINK “http://nocover.com
(“No Cover Radio In store Music direct ” or the “website”).
By registering on the website and uploading your music, videos, or any other information, you confirm that you have read Artist Terms and Conditions and the General Terms and Conditions of this website, and that you agree with all of the provisions contained in these documents.
By registering on the website and uploading your music, videos, or any other information you confirm that you (individually and each member of a musical group) are 18 years of age or older. If requested by No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com), you agree to provide documentation of your age.
The procedure by which you may upload your music, videos, or any other information shall be set out on the website, and you agree to abide by all technical requirements and codes of conduct that may be displayed or instituted by No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) as part of this procedure.
No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) shall have the right to remove or disable any music, video, or any other uploaded information from the website and/or our servers without notice if we reasonably believe that such music or other information infringes the rights of any third party or is capable of causing harm to ours or any third party’s content and/or technology.
GRANT OF RIGHTS
In consideration of the efforts undertaken by No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) on your behalf and other valuable consideration, which you acknowledge, you hereby grant No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) the following rights:
The royalty-free, perpetual, irrevocable, sublicenseable (through multiple tiers), non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the files and information (in whole or in part) worldwide for the full term of any rights that may exist in such content. You also permit any visitor to the website to access, display, and view such content. Subject to the foregoing, you shall retain such any and all rights to the music, video, or other information that may exist. No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) has the right to reproduce the Licensed Songs on one or more devices or on any fixed media now known or hereafter created, including but not limited to, compact discs, digital video discs, memory sticks, tapes and CD-ROMs (each, a “Storage Media”) and to copy, reproduce, transfer, and distribute such Storage Media. No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) reserves the right to feature the Licensed Songs in a playlist, include the Licensed Songs in a Storage Media for commercial or promotional use, sublicense any of its rights to its parent, subsidiaries or affiliates, or refrain from doing any of the foregoing in its sole discretion. For the purposes of this license, “Broadcast” shall mean to cause or permit others to cause the performance, telecast, broadcast, transmission, streaming, exhibition or distribution of the Licensed Songs in any manner including, without limitation, via the Internet, terrestrial radio, satellite, mobile, wireless, and cable broadcast and other similar digital and analog transmissions, on-demand streaming and tethered downloads. Licensor also grants to No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) the right to use samples from the Licensed Songs for purposes of creating demonstrations of the No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com), and the right to remaster, edit or otherwise modify the Licensed Songs to normalize levels or otherwise cause them to conform with other content used in the No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com), and to remove, obscure or otherwise ameliorate any expletives or offensive vocals in the Licensed Songs.
No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) shall be entitled to provide the No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) In-Store music service for demonstration or promotional purposes on a non-revenue producing basis. No License Fee shall be payable in connection with such service.
To market your music and videos, and to enter into agreements for the use of your music and videos to third parties for use as part of in-store audio and video programs. If you have any specific objections to the third parties to whom your music or video is licensed, such as corporations or commercial entities that provide products or services inconsistent with your views or opinions, your must notify No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) in advance of any such objections, otherwise No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) will market and promote your music and videos to any third parties without limitation.
The irrevocable world wide right, with no compensation to you, to use and permit others to use your name, voice, photograph, likeness and biographical material concerning in connection with the services offered by No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) in connection with the use of the music, videos, and other information uploaded to the website, and for No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) marketing and promotional purposes.
YOUR WARRANTIES
You hereby warrant and represent that:
You have the full right, power and authority to enter into this Agreement and to grant all rights granted herein, that you are not under nor will it be under, any disability, restriction or prohibition with respect to its rights to fully perform in accordance with the terms and conditions of this Agreement and that there shall be no liens, claims or other interests which may interfere with, impair or be in derogation of the rights granted herein.
You own or otherwise control the copyrights and usage to all of the music, videos, and other information and have the right and authority to grant the rights given to No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) according to this Agreement and the for the purposes set forth herein.
The compositions are freely available for use by No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) for the purposes set forth in this Agreement in any and all media (whether now known or hereafter devised) and distribution channel (and in any and all publicizing, promoting and advertising therefore), throughout the world including, without limitation, in theaters, free and pay television, in home video devices, on the Internet, and on radio and television.
Any party who may be entitled to your services, including but not limited to management, shall have given a written waiver or permission of the grant of rights in connection with No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) exploitation of the music or videos provided by you.
Where you are a representative of a band or group you have the authority to bind such band or group to the terms of this Agreement.
That the music or video does not contain any defamatory, offensive or obscene lyrics or images.
No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) shall not be required to make any payments of any nature to any third party for, or in connection with, the exercise or exploitation of rights granted by you No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) to this Agreement, including but not limited to performance rights organizations.
Neither the music, nor the compositions, nor the videos, nor any other material supplied by you pursuant to this Agreement will violate or infringe upon any common law or statutory right of any person, firm or corporation including, without limitation, contractual rights, copyrights, and rights of privacy and publicity.
You own or control 100% of the music, compositions, videos, and any other information provided by you, and the holder of any rights, including moral rights in such music, videos, or any other information has completely and effectively waived all such rights, and has irrevocably granted to you the right to grant the license described in this Agreement.
If you or any member of your band or group are under the age of eighteen, you have approval of a parent or legal guardian.
YOUR INDEMNITY
You hereby agrees to indemnify No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com), Unsigned Radio Lounge’s successors, No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com), distributors, sub-distributors and assigns, and the respective officers, directors, agents and employees of each of the foregoing, from and against any damages, liabilities, costs and expenses, including reasonable attorneys’ fees actually incurred, arising out of or in any way connected with any claim, demand or action inconsistent with this Agreement or any warranty, representation or agreement made by you herein.
PAYMENTS
For in-store music and in-store video streaming, No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) shall pay to you twenty-five percent (25%) of the revenues received by No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com), in proportion to the percentage of your music that is contained on each specific in-store product. Payments to you shall be made on a quarterly basis, with payments made for the amounts received by No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) during the previous quarter.
For these promotional purposes you acknowledge and agree that you waive any rights to performance royalties from ASCAP, BMI, or SESAC, or Sound Exchange or any other performing rights organization from around the world.
The expiration or termination of this Agreement shall not effect the term of any use or license agreement initiated during the term of this Agreement, which term shall extend according to the term of that use or license agreement. In any such situation, No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) shall continue to pay to you the amounts owed to you for any use or license agreement entered into during the term of this Agreement for which payments are received by No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) subsequent to termination or expiration.
TERM
The term of this Agreement shall be for one year from the date that music or video is uploaded to the website. This Agreement shall be deemed to continue for additional one (1) year renewal terms unless there is written notice of termination provided at least three (3) months prior to the date of termination.
After termination, No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) shall continue to pay to you the amounts received for any license agreement entered into during the term of this Agreement for which payments are received by No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) subsequent to termination.
Upon termination, No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) shall provide to you the identity of any prospective licensee of your music or video who has contacted No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) about such license arrangement during the term of this Agreement. If you enter into an agreement with such third party within one (1) year of the termination of this Agreement, Pure Pay shall be entitled, and you shall make payments to No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) of fifty percent (50%) of the revenue you receive from such third party for the full term of the license agreement between you and the third party.
After termination or expiration of this agreement, No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) shall have ninety (90) days to remove your musical tracks, videos, and/or images from the website.
GENERAL
No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) is under no obligation to use your music and video in any manner, or to actually obtain license agreements for your music and video.
This Agreement embodies the entire understanding of the parties and supersedes and replaces all other agreements (written and oral) between the parties relating to this subject matter, and no change, modification or amendment shall be valid or effective unless in writing.
The invalidity, illegality or unenforceability of any provision or clause contained in this Agreement will not affect the legality or enforceability of the remainder of the provisions of this Agreement.
No waiver in any one or more instances of any breach or default under the provisions of this Agreement shall affect the rights to enforce such provisions or to exercise any right or remedy in the event of any subsequent default or breach, whether similar or dissimilar.
This Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Neither party may assign or transfer its obligations under this Agreement or assign this Agreement, in whole or in part, without the prior written consent of the other party.
This Agreement shall be governed by, and construed in accordance with the laws of the State of Ohio, excluding its conflict of laws provisions. Any action to enforce this Agreement, or obtain damages for breach shall be brought before the courts having jurisdiction in the State of Ohio.
IN_STORE STREAMING AGREEMENT
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SERVICES
During the term of this Agreement, No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) agrees to provide to the Subscriber, at the Serviced Premises, the following services (the “Services”) for $19.99 a month per location :
No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com)will provide you with a genre stream of your choice with new music added to the playlist every month.
No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) reserves the right to change, delete, or add to the music programs and/or programming included in the Services at any time.
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TERM
This Agreement shall remain in effect for an initial term of twelve (12) months from the Effective Date and shall be automatically renewed for subsequent twelve (12) month terms. Either party hereto may cancel the automatic renewal provisions of this Section by providing written notice to the other party by certified mail at least ninety (90) days prior to the expiration of the initial or any subsequent term.
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USE OF SERVICES
Subscriber shall not transmit the Services or permit the transmission of the Services by others or amplify the Services so as to be audible outside the Serviced Premises. Subscriber shall not dub, record, re-record, transcribe, or re-transcribe the Services in any manner or by any means or method. Subscriber understands that recordings included in the Services may be copyrighted works.
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PROVISION OF MEDIA
In the event that the Services are provided by means of an on-premises product such as tapes, cassettes, compact discs, or other recorded media (referred to collectively as “Media”), such Media will be mailed or otherwise delivered to Subscriber and No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) shall promptly replace without charge any Media that is defective when received. Subscriber shall return all Media at the time and in the manner designated by No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com)or pay No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) the replacement value of each piece of Media that is not so returned or that is returned in damaged condition. Subscriber shall not change or remove any lettering, insignia, or other indicia on the Media. Under no circumstances shall title to the Media pass to Subscriber, and Subscriber shall not, directly or indirectly, sell, mortgage, pledge or otherwise dispose of or encumber the Media.
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OTHER CHARGES AND FEES
Unless otherwise specified, all charges and fees due are payable in advance of the billing term of this Agreement. Late payments of fees and charges due hereunder are subject to interest charges not to exceed the maximum rate permitted by law.
All shipments of Media shall be F.O.B. No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) distribution facility.
No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) reserves the right to increase the monthly service charge to Subscriber, such increase not to exceed ten percent in a one year period.
Subscriber shall be responsible for obtaining any necessary permits associated with the provision of the Services to Subscriber.
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SALE OR CHANGE OF SUBSCRIBER ADDRESS
Sale, transfer, closure or change in location of Subscriber’s business by the Subscriber herein designated shall not reduce, eliminate or otherwise affect its obligation under this Agreement. This Agreement may not be assigned by Subscriber without the prior written consent of No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) which shall not be unreasonably withheld. No Cover, Inc, in its sole discretion, may assign the Agreement without the consent of Subscriber.
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REMEDIES UPON SUBSCRIBER DEFAULT
Default in payment or violation of any terms of this Agreement by Subscriber shall cause the entire contract balance, including past due amounts,to become immediately due and payable to No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) as liquidated damages. In the event of such default or violation, No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) shall have the right without notice to enter the Serviced Premises of Subscriber and remove the equipment and any Media and discontinue the Services. If No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) is required to bring legal action to enforce the terms of this Agreement, all such legal fees and related costs incurred in connection with such action shall be borne by the Subscriber.
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GENERAL
This Agreement constitutes the sole and entire understanding between parties with respect to the subject matter hereof and supersedes all prior conversations, representations, promises whether verbal or written. No modification of this Agreement shall be valid unless made in writing and signed by each party. The provisions of this Agreement are severable; if any clause or provision shall be held invalid or unenforceable, in whole or in part, then such invalidity shall attach only to such clause or provision, or part thereof, and shall not affect any other clause or provision. No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) shall have the right to modify or terminate this Agreement in the event that any license agreement applicable to No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com) provision of the Services (including those with ASCAP or BMI) is modified or terminated. The person executing this Agreement on behalf of Subscriber represents or warrants that he or she has the power and authority to sign this Agreement on behalf of Subscriber. This Agreement shall become binding on the parties hereto when clicked and chosen by Subscriber and accepted and approved by No Cover, Inc. and its website properties (“NoCover.com”, IndieBandBooking.com, ClearedSongs.com, ClearedRecordings.com,“SupportNewMusic.com, and StreetLoyal.com).
