Anyone participate in American Idol Underground? They are having a contest, which usually they charge for, but for some reason they offered me free entry. Their legal mumbo-jumbo is a bit intimidating. It seems reasonable but if anyone is up for reading it, I'd appreciate the advice. Take a deep breath, here goes:Please read this Agreement carefully. By clicking on the "I AGREE" button, you will become a party to, and will be bound by this Agreement. If you do not agree with all of the terms and conditions of this Agreement, click on the "NO THANKS" button. Please note that we may modify this Agreement from time to time as further described in Paragraph 6 below. The term of this Agreement ("Term") shall commence on the date on which you click the "I AGREE" button and shall continue until the date five (5) days after either party receives notice from the other, in accordance with Paragraph 9(d) below, of their election to terminate the Term. For your convenience, we are providing these answers to Frequently Asked Questions regarding the Agreement, but please make sure also to read the legal agreement and understand it. The legal agreement is what you are agreeing to. · Will FAN own my music or my masters? NO! This Agreement is granting FAN certain non-exclusive rights to use your music, but you still own it. · Will this Agreement prevent me from signing a record deal? NO! Our goal is to help you get a record deal! Since this agreement is non-exclusive and revocable by you, it does not prevent you from getting signed by a label, publisher or artist management firm. · What if I change my mind? No problem! You can terminate this Agreement and cancel your accouynt at any time. YOU MUST READ THE ENTIRE AGREEMENT TO FULLY UNDERSTAND ITS TERMS. PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement describes the legal relationship and contract between you (an individual, representing yourself, or if applicable, acting as a legal representative for a minor, band, group, company or corporation) and Fluid Audio Networks (collectively with our licensees and assignees sometimes referred to in this Agreement as "we," "us" or FAN) the owner and operator of the web pages at "www.idolunderground.com
" (the "AI UNDERGROUND Site"). Fluid Audio Networks is a Delaware Corporation with offices at 5813-A Uplander Way, Culver City, CA 90230. This Agreement supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. Please note: Your use of the AI UNDERGROUND Site in connection with any sweepstakes, competitions or contests is subject to the additional terms found at http://www.idolunderground.com/Pages/Fo ... rtistRules
and http://www.idolunderground.com/Pages/Fo ... takesRules
Through the AI UNDGERGROUND Site we offer you valuable promotional services to help you get your music heard and obtain as much exposure as possible. We do this by guaranteeing you "spins" via the on-line radio player offered on the AI UNDERGROUND Site ("Online Radio Network"), where your music will be heard and rated by the public. The more highly rated songs get played more, and the most highly rated are eligible to win prizes such as music equipment and major promotional packages. In order to promote your music effectively through our Online Radio Network and through other marketing channels, we ask that you to grant us certain non-exclusive rights to use your music and any other content you submit to us. Please read this Agreement carefully, and dont hesitate to contact us at firstname.lastname@example.org
if you have any questions. 1. Certain Definitions. As used herein: (a) any and all master recordings that are submitted by you are referred to as "Masters"; (b) any and all musical compositions that are embodied in the Masters are referred to as "Compositions"; (c) any and all photographs, artwork, biographical information (whether concerning you, artist or any member of artist, producers and/or songwriters (collectively the "Participants")), track titles and credits, logos and any other materials submitted by you are referred to as "Related Materials"; and (d) all Masters, Compositions, and Related Materials shall be referred to collectively as "Submitted Content". 2. Authorization. a. During the Term you hereby grant to us and our sub-licensees the non-exclusive, worldwide right to: i. Reproduce, distribute, perform, and/or display the Masters, in whole or in part, as individual tracks or coupled with other master recordings, as both non-interactive and on-demand digital audio streams. ii. Reproduce, distribute and/or display the Related Materials in connection with uses of the Masters as provided for herein. iii. Perform the Masters via terrestrial and/or satellite radio broadcast. iv. Edit, reproduce and/or perform up to thirty (30) second samples ("Samples") of each Master and make such Samples available by streaming to promote the Masters. v. Perform and/or display the Masters, Samples and/or Related Materials during or in conjunction with the display of any audio or audio-visual third party advertisements on the AI UNDERGROUND Site. vi. Use the Compositions in the same manner as the use of the Masters is authorized. In that connection, you specifically warrant and represent that you have obtained all the necessary rights, licenses and permissions from any and all third parties such as, without limitation, publishers and/or authors, as may be desirable or necessary to authorize use of each Composition as provided herein. vii. Use the Submitted Content as may be reasonably necessary or desirable to exercise any of the rights granted pursuant to this Agreement. b. We and our licensees shall have the right to use the Submitted Content in the same manner as authorized herein in connection with the AI UNDERGROUND Site and on any other websites that are owned, controlled, affiliated with, or licensed by us or our licensees. c. With respect to all uses of the Submitted Content as provided under Subparagraph 2(a), we shall have no obligation to make any payment of any kind (including, without limitation, any royalties) to you or any other person, firm or corporation whether or not we and/or our licensees shall receive any monies or other consideration in connection with such uses, provided that in the event we shall desire to sell phonorecords embodying any Master (including by way of sales of digital downloads) we shall only do so after you and we have mutually agreed to your royalty participation with respect such sales, . d. You agree that we shall have the right to enter the Submitted Content on your behalf for inclusion in and otherwise in connection with any contests, sweepstakes or promotions that may be offered from time to time on the AI UNDERGROUND Site or any other websites that are owned, controlled, affiliated with, or licensed by us or our licensees (herein the "Contests"). Your participation in any Contest shall be subject to the attendant rules of such Contest as shall be posted from time to time on the AI UNDERGROUND Site or such other website where the Contest is being offered. In the event you do not consent to participate in a particular Contest, you shall have to right to send us notice hereunder of your election not to participate in such Contest within five (5) days following our announcement of such Contest on the AI UNDERGROUND Site or such other website where same is being offered. e. Nothing herein shall obligate us to exercise any rights granted under this Agreement, and any use of Submitted Content shall be made at our sole election. We have the right to review, edit, alter, decline to post or remove any Submitted Content from the AI UNDERGROUND Site at our discretion, provided that we will notify you of any alterations to the Submitted Content. f. You agree to be bound by the policies posted by us from time to time on the AI UNDERGROUND Site with respect to the services provided by us. g. We are not able to return to you any copies of Submitted Content provided by you and you agree that you have and shall at all times retain at least one copy of each item of Submitted Content and do hereby release us from any and all liability for loss or other damage to any copies of Submitted Content. h. You acknowledge that we have received and will be receiving a large amount of submitted material from third parties. You further acknowledge that we have had, and will continue to have access to materials that may be coincidentally similar to and/or identical to any item of your Submitted Content. You agree that you shall not be entitled to any compensation by reason of our use of any such similar or identical materials. i. If you belong to a performing rights society, you understand that it is your sole responsibility to notify your performing rights society of the direct license you have granted herein. 3. Your Obligations. a. You shall obtain and pay for any and all necessary clearances and licenses that may be required in connection with the uses of Submitted Content as provided for herein. Specifically, you shall be solely responsible for and timely pay: (i) any royalties and other sums due to artists, authors, co-authors, copyright owners, producers and any other record royalty participants from performances or other uses of the Masters; (ii) all royalties and other sums (including, without limitation, mechanical royalties, print royalties, synchronization royalties, and performance royalties) payable to publishers and/or authors or co-authors from performances or other uses of the Compositions; (iii) all payments that may be required under collective bargaining agreements applicable to you or third parties; and (iv) any other royalties, fees and/or sums payable with respect to the delivery and use of Submitted Content hereunder. b. If there is a change of circumstance as a result of which you reasonably believe that you do not have, or no longer have, the rights necessary to authorize us and/or any or our licensees to use any Submitted Content as provided herein, then you shall promptly provide us with written notice hereunder of such fact, and we shall have the right to remove all or any of the Submitted Content and/or terminate the Term of this Agreement pursuant to Paragraph 6 below. Such removal and/or termination shall not relieve you of any of your obligations hereunder. 4. Names and Likenesses; Promotional Uses and Opportunities. a. During the Term, in our sole discretion, we may use and authorize our licensees to use and publish the Related Materials, as well as the names and likenesses of the Participants, in connection with the marketing, promotion and advertising of the applicable Masters. b. During the Term, we and any of our licensees shall have the unrestricted, royalty-free right to market, promote and advertise the Submitted Content as we determine in our sole discretion, including, without limitation, the right to use the Submitted Content: (i) in promotional digital audio streams (which Masters may be used as individual tracks or coupled with other master recordings); and (ii) to market, promote, and advertise the AI UNDERGROUND Site or any other websites that are owned, controlled, affiliated with, or licensed by us or our licensees, in any and all media now or hereafter known (e.g., radio, internet, TV, print). Without limiting the foregoing, we and any of our licensees shall have the right to determine which master recordings, irrespective of any particular artist, record company or label affiliation, would best further our commercial purposes, and to promote such master recordings more than others. 5. Ownership. As between you and us, and except as subject to any rights and licenses you grant to us (whether pre-existing or under this Agreement or any other applicable agreement), all right, title and interest in and to the Submitted Content shall remain your property, provided that under no circumstances shall we have any lesser rights than we would have as a member of the general public. If you believe that material in which you hold an ownership interest has been posted on the Website or otherwise submitted to FAN without your permission, you must, and hereby agree, to notify our Copyright Agent immediately. 6. Termination, Modification and Effect of Termination. a. Both parties shall have the right to terminate the Term of this Agreement at any time and for any reason by sending written notice hereunder of their election to terminate the Term of this Agreement to the other party. b. We reserve the right, in our sole discretion, to change, modify, add or delete all or part of the provisions of this Agreement, provided that notice hereunder of any amendments and/or modifications to this Agreement shall be sent to you prior to their effective date via the email address submitted with your Registration and/or prominent posting of such on our Website. c. We agree to use commercially reasonable efforts to remove any and all Submitted Content from the AI UNDERGROUND Site and to direct our licensees to do the same within five (5) business days following the date of receipt of such written notice of termination of this Agreement. Following termination of the Term of this Agreement by either party, Paragraphs 3, 5, 6, 7, 8 and 9 hereof shall survive and remain in full force and effect. 7. Indemnification and Limitation of Liability. a. You agree to indemnify and hold harmless, and upon our request, defend us and our licensees and affiliates (and the respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party concerning a breach or alleged breach of any warranty, representation, covenant or agreement made by you under this Agreement, including, without limitation, any claim that any use of any element of the Submitted Content as authorized hereunder violates or infringes the rights of another party. Upon final adjudication or settlement of any such claim, you will reimburse us on demand for all sums with respect to any payments made or costs incurred in resolution of any claim that is subject to indemnification under this Subparagraph 7(a). b. EXCEPT PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. 8. Additional Representations and Warranties. a. You represent and warrant that you have reached the age of majority and are otherwise competent to enter into contracts in your jurisdiction, and in any event are at least eighteen (18) years of age (If you are under eighteen (18) years of age, only your parent or legal guardian may enter into this Agreement on your behalf). b. You represent and warrant that all factual assertions you have made and will make to us are true and complete, and agree to maintain and update such information as needed to keep it current, complete and accurate. c. You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title and/or interest in and to any of the Submitted Content hereunder. d. You represent and warrant that you have the full authority to enter into this Agreement and to fully perform your obligations hereunder and have obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform your obligations herein. e. You represent and warrant that you own or control the necessary rights, including, without limitation, the copyright in and to any element of the Submitted Content, in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by us hereto shall not violate or infringe the rights of any third party. No other rights, approvals, consents and/or permissions are required from any other person or entity to submit your Submitted Content on the terms provided herein or to grant FAN the exclusive licenses set forth herein. f. You represent and warrant that the Submitted Content does not and will not violate any law or rights of any third party (including but not limited to any common law or statutory patent, copyright, privacy, publicity, trademark or trade secret rights of any person or entity) or be defamatory, libelous, pornographic, or obscene. g. You represent and warrant that the Submitted content does not contain and will not produce any known viruses or other harmful code or other information that could damage or otherwise interfere with our computer systems or data and/or that of our customers. You agree to sign and deliver to FAN any additional documents that FAN may request to confirm FANs rights and your warranties and representations under this Agreement. You acknowledge that FAN is relying upon the representations, warranties and covenants you have made herein. All representations, warranties or covenants made here by you shall survive the termination of this Agreement. 9. General Provisions. a. No Agency or Joint Venture. You agree and acknowledge that the relationship between you and FAN is that of an independent contractor. Nothing in this Agreement shall not be deemed to create a partnership or joint venture, and neither we, nor our licensees or affiliates shall be considered your agent, partner, employer or employee, or representative. b. Entire Agreement, Modification, Waiver. This Agreement contains the entire understanding of the parties relating to the subject matter hereof. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties. c. Binding on Successors. This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of the parties. d. Notices. Any notice, approval, request, authorization, direction or other communication given to you under this Agreement shall be in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail or regular mail to the addresses provided by you upon registration with the AI UNDERGROUND Site, or as properly updated. In the event we are unable to send any such notices to you because your addresses are, for example, inactive or incorrect, we shall have the right to refrain from using the Submitted Content hereunder until such time that you provide us with updated addresses. Any notice, approval, request, authorization, direction or other communication given to us under this Agreement shall be in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to email@example.com
or by regular mail to our address provided at the beginning of this Agreement. e. Governing Law. This Agreement shall be governed and interpreted in accordance with the internal laws of the State of California applicable to agreements entered into and wholly to be performed therein, without regard to principles of conflict of laws. f. Remedies. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and in addition to any other rights and remedies of the parties at law or equity. g. Headings. The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting the Agreement. h. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, expressed or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.