Participation and Marketing Agreement
If you accept this Agreement it shall constitute the license agreement by which you authorize VanDyke Entertainment (as defined below) to use the Materials (defined below) as discussed herein.
1. Definitions
"The Independent Artist Promotion Network " or "we" means VanDyke Entertainment and its successors, assigns, agents, distributors and licensees.
"Materials" means any of the following provided by you to The Independent Artist Promotion Network now or in the future, whether by delivery of physical or electronic copy (a) sound recordings and/or audiovisual works of your vocal and musical performances (whether performed by you alone or otherwise); (b) the musical compositions (including lyrics) embodied in such recordings, audio-visual works or other works; (c) multimedia works provided by you to The Independent Artist Promotion Network, and (d) your name(s) (legal and professional), trademarks, trade names, likenesses, photographs, biographical materials and all other graphic and/or textual materials.
"You" means you and your artist, group/band and your successors, assigns, agents, distributors and licensees.
2. Grant of License to The Independent Artist Promotion Network
Use of Materials
You expressly grant to The Independent Artist Promotion Network a royalty-free, nonexclusive worldwide right and license to:
(a) display, digitally reproduce, exhibit, publicly perform, broadcast, digitally transmit on an interactive or non-interactive basis, distribute through electronic means, electronically publish and/or synchronize with visual images all Materials, by all means and media now known or later discovered or developed;
(b) to encode and reproduce the Materials in digital or other form for the purpose of storing the Materials in The Independent Artist Promotion Network’s music library;
(c) to use your name and all Materials in any digital medium by any method; and
(d) distribute, market and otherwise use your Materials as described herein on the VanDyke Entertainment web site and any other Web site with whom The-Independent-Artist.com may enter into an Agreement to provide music and/or multi-media content under The Independent Artist Promotion Network brand. You expressly grant to The Independent Artist Promotion Network a royalty-free, nonexclusive worldwide right and license to distribute your songs in digital format at no cost to the consumer in any digital format that The Independent Artist Promotion Network sees fit. Except as contained in this Agreement, you will retain all right, title and interest to the Materials including the copyrights relating to them.
The preceding paragraph shall not grant The Independent Artist Promotion Network any rights to sell or otherwise distribute your Materials on compact discs, DAT, DVD or any other tangible media without your expressed written consent.
Name, Likeness and Biographical Material
You grant to The Independent Artist Promotion Network the right to use your name(s) approved likeness(es) and approved biographical materials in connection with the distribution, exploitation, promotion, marketing and advertising of the The Independent Artist Promotion Network site, all Materials, and the promotions explained above.
3. Other Material Agreement
Label/Artist Warranties
You represent and warrant to The Independent Artist Promotion Network that (a) you have the right to enter into this Agreement and the right to grant the rights granted by you herein, (b) you are of the age of majority; (c) you have the right to license the distribution of the Materials as provided herein; (d) the sound recordings in the Materials contain only your original performances and no "sampled" or "replayed" material is contained in them unless you have obtained a license permitting the applicable use of such "sampled" or "replayed" material from the original author, the original copyright proprietor of such material and/or the copyright proprietor of the underlying work thereof; (e) you are the original composer of all music and lyrics contained in the Materials, or you have licensed the rights to such music and lyrics from the original composer(s) and/or the copyright proprietor(s) of the original musical composition(s) from which such music and lyrics are derived; (f) no Materials submitted by you will violate any law, or violate or infringe on the rights of any person, including contractual rights, intellectual property rights, publicity and privacy rights and the rights against libel, defamation, slander or unfair competition, and no consent, license or permission is necessary or shall be required by you or any third party in connection with the transactions contemplated by this agreement; (g) you are under no disability, restriction or prohibition with respect to your right to execute this Agreement, either on your own behalf or on behalf of each member of your group, (h) the Material does not and will not contain any viruses or other programming routines that may interfere with computer systems or data, (i) The Independent Artist Promotion Network will not be required to make any payments of any nature to anyone, including all persons whose performances or ideas are contained on the Materials, its producer(s), publisher(s) or author(s) (including their rights societies) and any union, guild or affiliated trust fund.
Copyright
You shall at all times retain ownership of the copyrights of your Material and all other rights of your music. If you do not own the rights, but you have been licensed to act on behalf of the owner and have the ability to enter into distribution agreements on their behalf, you will retain those existing rights. You are free to grant similar rights to others during and after the term of this agreement.
Artists Reserved Rights
You shall at all times retain all right, title and interest in and to your music and merchandise provided by you hereunder, including, without limitation, the copyrights therein and thereto.
The Independent Artist Promotion Network Service
You understand that your music will be sold on the VanDyke Entertainment site. Any music sold on The Independent Artist Promotion Network site will result in payment to us for your participating membership. We have set the price of each downloaded song at $1 for any Material made available for sale over the web via The Independent Artist Promotion Network. Customers will pay us directly through our distribution outlet. We agree to keep accurate records covering all transactions related to this agreement.
The Artist Page
The artist page on The Independent Artist Promotion Network site is intended for the use of introducing you and your Material to our site users. The use of The Independent Artist Promotion Network artist page for any other reason will result in a suspension of said artist and possible termination from our Network.
Rights Payments
You shall be responsible for all licensing, reporting and payment obligations of all kinds in connection with the Materials, and the use of the Materials as set forth in this Agreement. Such payments include, but are not limited to, those relating to union and/or guild payments, "sample" or "replay" licenses or payments, mechanical, synchronization, public performance rights, digital phonograph distribution licenses, and any other third party payments of any kind in connection with or arising out of the use of the Materials, (collectively, "Rights Payments").
Indemnification
You shall indemnify, defend and hold harmless VanDyke Entertainment and its successors, assigns, agents, designees and licensees from any claim, liability, cost and expense (including unpaid Rights Payments and attorneys' fees and costs) in connection with any claim inconsistent with any agreement, undertaking, representation or warranty made by you herein.
Term & Termination
The term of this agreement shall be from the first day that this agreement goes into effect. Either party may terminate this Agreement by providing the other party with 60 days advance written notice.
Modification of Agreement
From time to time The Independent Artist Promotion Network may modify this Agreement in its sole discretion. When such modifications are made, VanDyke Entertainment will post a revised version of this Agreement on the website. Modifications will be effective when they are posted. VanDyke Entertainment is not required to provide you with notification that any such modification has been made. It is your responsibility to review this Agreement from time to time to be aware of any such modifications.
General Provisions
If any conflict arises between this Agreement and any present or future law, the law will prevail, but the impacted provisions of this Agreement shall be deemed amended as necessary to comply with the law. This Agreement contains the entire agreement of the parties regarding its subject matter and supersedes all other agreements relating to it. This Agreement can be amended only by the agreement of both parties. This Agreement will bind and inure to the benefit of the parties and their successors, assigns, heirs and representatives. This Agreement may be executed by electronic acceptance, fax delivery or other electronic means, which shall have the same effect as delivery of an original document with original signatures. In the event of any dispute arising out of this Agreement, both parties agree to resolve such dispute by binding arbitration in the State of Georgia.
THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE UNITED STATES AND STATE OF GEORGIA.
By accepting our membership you understand and agree to all of the terms above.
Last updated 5/24/11
