@thegreatscalzo@gmail.com
Use of this website, and information distributed in conjunction with this website, is offered to you on your acceptance of these Terms of Use, our Privacy Policy, and other notices and agreements posted on this website. Your use of this website or of any content presented in any and all areas of the website indicates your acknowledgment and agreement to these Terms of Use, our Privacy Policy, and other notices and agreements posted on this website. If you do not agree to be bound by and comply with all of the foregoing, you may not access or use our website. We suggest you print a copy of each of these documents for your records.
No Cover, Inc., or HYPERLINK “http:// www.nocover.com (“the Company”), shall have the right, at its sole discretion, to modify, add or remove any terms or conditions of these Terms of Use without notice or liability to you. Any changes to these Terms of Use shall be effective immediately following the posting of such changes on this Website. You agree to review these Terms of Use from time to time and agree that any subsequent use by you of this website following changes to these Terms of Use shall constitute your acceptance of all such changes.
In using this website and uploading information, you are affirming that you are 18 years of age or older. Visitors to this website under the age of 18 may not register or otherwise make use of this website.
Your use of this site is at your sole risk. The site is provided on an “as is” and “as available” basis. We reserve the right to restrict or terminate your access to the site or any feature or part thereof at any time and in our sole discretion whenever the company deems that your use is in any manner inappropriate or in violation of these terms of use. >
The Company authorizes you to view and access a single copy of the content available on or from HYPERLINK “http://www.www.nocover.com (the “Website”) solely for your use.
This Website may be used only for lawful purposes of licensing music and videos. The Company specifically prohibits any use of the Website, and all users agree not to use the Website, for any purposes other than designated by the Company, including but not limited to:
The uploading or storage of files and information related to pornography, or that are defamatory, abusive, obscene, threatening, harassing, or racially offensive.
Posting any incomplete, false or inaccurate biographical information.
Using any device, software or routine to interfere or attempt to interfere with the proper working of this Website or any activity being conducted on this Website.
Taking any action that imposes an unreasonable or disproportionately large load on this Website ‘s infrastructure.
If you have a password allowing access to a non-public area of this Website, disclosing or sharing your password with any third parties or using your password for any unauthorized purpose.
Using or attempting to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search this Website other than the search engine and search agents available from Company and other generally available third party web browsers.
Attempting to decipher, decompile, disassemble or reverse engineer any part of this Website or the software comprising this Website.
Aggregating, copying or duplicating in any manner any of the website content or information available from this Website. Framing of or linking to any of the Website content or information available from this Website.
Participating in a denial-of-service attack against this Website or against any other website or computer environment by using this Website.
Collecting or attempting to collect any information of others, including passwords and account or other information, or providing to or transmitting through this Website any material that is unlawful or violates the rights of others.
Engaging in any screen scraping or data acquisition and consolidation.
Copying or adapting the PHP, HTML, asp.net, vd.net, XML, java script or any other dynamic code that the Company creates to generate any Website content or the pages making up this Website.
Infringing the intellectual property rights of others in any way.
Making any unauthorized commercial use of this Website.
Users are prohibited from violating or attempting to violate the security of this Website, including, without limitation, (a) accessing data not intended for such user or logging into a server or account which the user is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus to this website, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”, or (d) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. Violations of system or network security may result in civil or criminal liability. The Company will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
You are solely responsible for the data and information that you input or upload to the Website. The Company reserves the right in its sole discretion to decide whether content or a user submissions are appropriate and complies with these Terms of Use and other of the Company’s Website policies.
When you register for the Website, you will be asked to provide Company with certain information including, without limitation, a valid email address (your “Information”). In addition to the terms that may be set forth in any Privacy Policy on this Website, you understand and agree that Company may disclose to third parties, on an anonymous basis, certain aggregate information contained in your registration application. Company will not disclose to any third party your name, address, e-mail address or telephone number without your prior consent, except to the extent necessary or appropriate to comply with applicable laws or in legal proceedings where such information is relevant. Company reserves the right to offer third party services and products to you based on the preferences that you identify in your registration and at any time thereafter; such offers may be made by the Company or by third parties. Please see the Company ‘s Privacy Statement for further details regarding your Information.
Because user authentication on the Internet is difficult, the Company cannot and does not confirm that each user is who they claim to be. We do not and cannot be involved in user-to-user dealings or control the behavior of participants on this Website; consequently in the event that you have a dispute with one or more users, you release the Company (and our agents, directors, officers and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If You are a California resident in the United States, you waive California Civil Code d1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
All users who upload files or information warrant and represent that they own or otherwise control the copyrights and usage to all of such files and information and warrant and represent that they have the right and authority to grant the rights given to Company according to these Terms of Use and the purpose of the Website, and that the Company’s exercise of these rights will not violate the rights of any third party. You also warrant and represent that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly, and has irrevocably granted to you the right to grant the license described in these Terms of Use. The user agrees to defend, indemnify and hold Company, its directors, employees, agents, representatives, and assigns, harmless from and against any claims, damages, liabilities, costs and expenses, including reasonable attorney’s fees, arising out of the use of the uploaded files and information by Company.
By submitting files and information to any public or non-public area of this Website, you grant Company 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 subscriber to access, display, view, store and reproduce such content. Subject to the foregoing, the owner of such content placed on the Website retains any and all rights that may exist in such content.
We appreciate hearing from our users and welcome your comments regarding our services and the website. Please be advised, however, that our policy does not permit us to accept or consider creative ideas, suggestions, inventions or materials other than those that we have specifically requested. While we do value your feedback on our services, please be specific in your comments regarding our services and do not submit creative ideas, inventions, suggestions, or materials. If, despite our request, you send us creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the “Submission”), the Submission shall be the property of Company. None of the Submissions shall be subject to any obligation of confidence on our part and we shall not be liable for any use or disclosure of any Submission. Company shall own exclusively all now known or later discovered rights to the Submission and shall be entitled to unrestricted use of the Submission for any purpose whatsoever, commercial or otherwise, without compensation to the user or any other person who submitted the Submission.
You are responsible for maintaining the confidentiality of your information uploaded to the website and your user name and password. You shall be responsible for all uses of such information, whether or not authorized by you. You agree to immediately notify the Company of any unauthorized use of your username or password. Your username and password may not be transferred or assigned.
Identification of Agent to Receive Notification and Elements of Notification of Claimed Copyright Infringement
If you believe that any copyrighted work has been uploaded to this Website and is accessible on this Website in a way that constitutes copyright infringement, please notify us by providing our designated copyright agent with the following information:
1. The physical or electronic signature of either the copyright owner or of a person authorized to act on the owner’s behalf;
2. A description of the copyrighted work you claim has been infringed, and a description of the activity that you claim to be infringing;
3. Identification of the URL or other specific location on this website where the material or activity you claim to be infringing is located or is occurring; you must include enough information to allow us to locate the material or the activity;
4. Your name, address, telephone number, and e-mail address;
5. A statement by you that you have a good faith belief that use on the website of the copyrighted work in the manner you are complaining of is not authorized by the copyright owner, any agent of the copyright owner, or the law; and
6. A statement by you, made under penalty of perjury, that the information you have provided in your notice is accurate and that you are either the copyright owner or are authorized to act on behalf of the copyright owner.
We have designated No Cover Corporate office to receive notices of claims of copyright infringement on our website. You can contact as follows:
Mail: No Cover, Inc. 14837 Detroit Ave. Lakewood, Ohio 44107
Email: info@nocover.com
“No Cover, Inc.”, and any other Company trademarks and trade names, now existing or created in the future, and any variations thereof, are and shall remain the trademarks and trade names and exclusive property of Company, and any unauthorized use of such trademarks and trade names is unlawful. Other trademarks on this website are the property of their respective owners, and may not be used by you in any form.
This site (including without limitation all programs, complied binaries, interface layout, interface text, documentation and graphics) is the property of Company and is protected by copyright laws of United States and other countries. The Company reserves any rights not expressly granted to you.
You may not sell or modify the Website content or reproduce, display, publicly perform, distribute, or otherwise use the Website content in any way for any public, commercial, or non-commercial purpose. The use of the Website content on any other website or in a networked computer environment for any purpose is prohibited.
Links, banners, or pointers to other websites and references to products and services offered by third parties are provided to you for convenience only and do not constitute an endorsement or approval by us of (i) the organizations that operate such websites; (ii) the content, privacy policies or other terms of use on such websites; or (iii) such third party products and services. As we have no control or responsibility over websites or content maintained by other third parties, or for products and services offered by third parties, we do not assume any liability for your use of any of the foregoing, which use you acknowledge and agree shall be at your own risk. You are encouraged to be aware of the specific content on the other websites when they leave this site and to read the applicable terms of use and privacy policies.
Company does not warrant that this website will operate error-free or that this website and its server are free of computer viruses or other harmful mechanisms. If your use of this website results in the need for servicing or replacing equipment or data, the company is not responsible for those costs. The website is provided on an “as is” basis without any warranties of any kind. Company, to the fullest extent permitted by law, disclaims all warranties, whether express or implied, including the warranty of merchantability, fitness for particular purpose and non-infringement. The company makes no warranties about the accuracy, reliability, completeness, or timeliness of the website content, services, software, text, graphics, and links. The transmission of files and information (including communications by e-mail) over the internet or other publicly accessible networks is not secure, and is subject to possible loss, interception or alteration while in transit. Accordingly, company does not assume any liability for any damage you may experience or costs you may incur as a result of any transmissions over the internet or other publicly accessible networks, such as transmissions involving the exchange of e-mail with us (including those which may contain your personal information). While company takes commercially reasonable efforts to safeguard the privacy of the information you provide us and treat such information in accordance with our privacy policy, in no event will the information you provide to us be deemed to be confidential, create any fiduciary obligations to you on our part, or result in any liability to you on our part in the event that such information is inadvertently released by company or accessed by third parties without our consent.
Company takes no responsibility whatsoever for the contents of the files and information you have uploaded to the website, and shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of files and data, or failure to store any files or information. Nor is the company responsible for loss of files or information through the action of any third party or because of circumstances beyond the company’s control. All users are expected to have their own backup of all of the files and information transferred to the sites.
Limitation of liability to the fullest extent permissible under applicable law, you understand and agree that neither company or any of its subsidiaries or third party content providers shall be liable for any direct, indirect, incidental, special, consequential, punitive, exemplary or any other damages relating to or resulting from your use or inability to use this site or any other site you access through a link from this site or from any actions company takes or fails to take as a result of electronic mail messages you transmit. These include damages for errors, omissions, interruptions, defects, delays, computer viruses, your loss of profits, loss of data, unauthorized access to and alteration of your transmissions and data, and other tangible and intangible losses.
This limitation applies regardless of whether the damages are claimed under the terms of a contract, as the result of negligence or otherwise, and even if we or our representatives have been negligent or have been advised of the possibility of such damages.
Company’s maximum liability arising out of or in connection with this website or your use of the website, regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise), will not exceed $1.00.
Disclaimer of consequential damages in no event shall company, its suppliers, or any third parties mentioned on this website be liable for any damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data or business interruption) resulting from the use or inability to use this website and the website content, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages.
Your liability if you cause a technical disruption of the site or the systems transmitting the site to you or others you agree to be responsible for any and all liabilities, costs and expenses (including attorney’s fees) arising from that disruption.
Indemnity you agree to defend, indemnify, and hold harmless company , its subsidiaries, affiliates, officers, directors, employees, agents, and partners, harmless from and against any loss, liability, claim, action, or demand, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of the company’s website; (ii) any material you provide to the company ’ website, (iii) any website content that you use or (iii) your breach of the terms of these terms and conditions, privacy statement, representations and warranties. Company shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations.
Company reserves the right, at its sole discretion, to pursue all of its legal remedies, including but not limited to immediate termination without notice of your registration and your ability to access this Website, and/or any other service provided to you by the Company, upon any breach by you of these Terms of Use, or if the Company is unable to verify or authenticate any information you submit to the Website. Upon such action undertaken by Company, Company in its sole discretion, may, among its other legal remedies, retain any unused membership fees.
These Terms of Use, the Website’s Privacy Statements, and other relevant documents and agreements constitute the entire agreement between you and Company with respect to the use of website. No changes to these Terms of Use shall be made except by a revised posting on this page.
The Company makes no claims that the website content may be lawfully viewed or accessed in any specific country. Access to the Website content may not be legal by certain persons or in certain countries. When you access the Website, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
In addition, without limiting any of the other disclaimers of warranty set forth in these Terms of Use, Company does not provide or make any undertaking as to the quality or nature of any of the products or services purchased or obtained through this Website, or any other representation, warranty or guaranty.
These Terms of Use shall be governed by and construed in accordance with the laws of the State of California applicable therein, without regard to conflict of laws. You irrevocably consent to the exclusive jurisdiction of the courts located in the State of California in connection with any action arising out of or related to these terms of use or their subject matter. You waive any objection based on lack of personal jurisdiction, place of residence, improper venue or forum non-convenience in any such action.
If any court having competent jurisdiction holds any provision of these Terms of Use invalid or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms of Use shall continue in full force and effect. No waiver of any provision of these Terms of Use shall be deemed a further or continuing waiver of such provision or any other provision of these Terms of Use.
These Terms of Use are accepted upon your use of the Website.
No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) sets forth these terms and conditions for all artists (individually and collectively referred to as “you”) that are participating on HYPERLINK “https://nocover.com” www.nocover.com., HYPERLINK “http://www.indiebandbooking.com” www.indiebandbooking.com, HYPERLINK “http://www.clearedsongs.com” www.clearedsongs.com, and www.clearedrecordings.com
. These Artist Terms and Conditions are applicable to all artists registering on HYPERLINK “http://www. www.nocover.com, HYPERLINK “http://www.indiebandbooking.com” www.indiebandbooking.com, HYPERLINK “http://www.clearedsongs.com” www.clearedsongs.com and www.clearrecordings.com
(“NoCover .com” “Indiebandbooking.com, www.clearedsongs.com , or clearedrecordings.com or the “website(s)”).You are agreeing to a direct license agreement to all No Cover, Inc website properties to make your music available for music placement in TV, Film, Video Games and any form of media that can be licensed for audio.
By registering on either HYPERLINK “https://nocover.com” www.nocover.com, HYPERLINK “http://www.indiebandbooking.com” www.indiebandbooking.com, www.clearedsongs.com, and/or HYPERLINK “http://www.clearedrecordings.com” www.clearedrecordings.com website(s) 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 any of its website properties, 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 any of its website properties as part of this procedure.
No Cover, Inc. and any of its website properties 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.
Recordings are only eligible for the system 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 any of its website properties, 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 any of its website properties Music Placement promotion.
In consideration of the efforts undertaken by No Cover, Inc. and any of its website properties on your behalf and other valuable consideration, which you acknowledge, you hereby grant No Cover, Inc. and any of its website properties 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.
To market your music and videos, and to enter into agreements for the use of your music and videos with third parties for commercial use, including but not limited to use in films, video games, and television, and for advertising third party products and services.
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, you must notify No Cover, Inc. and any of its website properties in advance of any such objections, otherwise No Cover, Inc. and any of its website properties 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 any of its website properties in connection with the use of the music, videos, and other information uploaded to the website, and for No Cover, Inc. and any of its website properties marketing and promotional purposes.
No Cover, Inc. and any of its website properties shall be entitled to provide the No Cover, Inc. and any of its website properties music placement service for demonstration or promotional purposes on a non-revenue producing basis. No License Fee shall be payable in connection with such service.
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 any of its website properties according to this Agreement and the for the purposes set forth herein.
The compositions are freely available for use by No Cover, Inc. and any of its website properties 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 any of its website properties 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 any of its website properties 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 any of its website properties 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 group or band are under the age of eighteen, you have approval of a parent or legal guardian.
You hereby agrees to indemnify No Cover, Inc. and any of its website properties, No Cover, Inc. and any of its website properties successors, No Cover, Inc. and any of its website properties, 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.
For licensing of your music and videos in such commercial formats as film, television, and video games, No Cover, Inc. and any of its website properties shall pay to you fifty percent (50%) of the revenues received by No Cover, Inc. and any of its website properties for use of your music or videos. For advertising third party products and services No Cover, Inc. and any of its website properties shall pay to you fifty percent (50%) of the revenues received by No Cover, Inc. and any of its website properties.
Payments to you shall be made on a quarterly basis, with payments made for the amounts received by No Cover, Inc. and any of its website properties during the previous quarter.
Where commercial projects make use of multiple artists’ music or videos, the payments to each Artist will be proportional to the contribution their music or video makes to the entire project.
For 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 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.
The expiration or termination of this Agreement shall not effect the term of any license agreement entered into with any third party during the term of this Agreement, which shall license agreement shall extend according to the term of that license agreement. In any such situation, No Cover, Inc. and any of its website properties 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 any of its website properties subsequent to termination or expiration.
Upon termination, No Cover, Inc. and any of its website properties shall provide to you the identity of any prospective licensee of your music or video who has contacted No Cover, Inc. and any of its website properties 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, No Cover, Inc. and any of its website properties shall be entitled, and you shall make payments to No Cover, Inc. 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 any of its website properties shall have ninety (90) days to remove your musical tracks, videos, and/or images from the website.
No Cover, Inc. and any of its website properties 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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).
No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) sets forth these terms and conditions for all artists (individually and collectively referred to as “you”) that are participating on (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com)
. These Artist Terms and Conditions are applicable to all artists registering on No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com)
(“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) or the “website(s)”) .You are agreeing to a direct license to No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) to allow your music to be played on No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) internet radio station without being paid any royalties in turn getting the free radio play promotion.
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.
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) Radio Music promotion.
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) Service, 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) Service, and to remove, obscure or otherwise ameliorate any expletives or offensive vocals in the Licensed Songs.
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.
No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com)shall have the right (but not the obligation) during the term of this Agreement to use the music, videos, and any other information provided by you without payment to you or any other person as part of any internet radio or video streaming transmission made from the website, including on-demand internet radio or video streaming transmission, and any so-called feeds of such content to other websites for the same purpose, and to promote such music and videos as No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com)shall deem appropriate.
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 Unsigned Radio Lounge 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.
For these promotional purposes you acknowledge and agree that you waive any rights to performance royalties from ASCAP, BMI, or SESAC, or Sound Exchange.
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.
You hereby agrees to indemnify No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com), No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) 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.
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 term of this Agreement may be terminated by either party with ninety (90) days written notice. 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.
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) months of the termination of this Agreement, No Cover, Inc. and its website properties (“NoCover.com”, Indiebandbooking.com, ClearedSongs.com and ClearedRecordings.com) shall be entitled, and you shall make payments to No Cover, Inc. 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.
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.