The fine print

[nomiyah]

I keep seeing websites oriented towards indie artists. They have free profiles and offer different exposure opportunities. They seem to be cool places where fans and labels can check out new talent.There's a simple form to fill out, name address etc, then a place to check agreeing to the the terms. When I click on it and read the fine print, there's this language that sounds to a non-lawyer like they gain control over my musical property if I upload a profile.It's not worth hiring a lawyer for, I just don't put up a profile there. But I'm just wondering if I understand it right and it's a common scam, or if I've got it wrong and they're really great artist-friendly websites like they appear.Here's a copy of the fine print of one I saw today with the name changed to ZZZ. I don't blame you if you don't want to read it... but if you get through it and have a thought about it, I'd appreciate your input.NomiTerms and Conditions I agree to abide by the following Terms and Conditions: ZZZ (“the Website”) is organised and promoted by ZZZ (the “Company”). I understand that by becoming a member of the Website (“Membership”), I am entering into a legally binding contract (“the Contract”) with the Company subject to these Terms and Conditions. By submitting my demo online I confirm that I have correctly categorised the music piece; be it original or cover version. In the event that my demo includes any music and/or lyrics which are composed and/or written by me (“Composition(s)”), I hereby warrant that such Composition(s) are wholly original to me, are not subject to any third party rights or encumbrances which have not been notified to the Company and do not infringe the rights of any third party nor any common law or statutory rights in any material. I am free to enter this Contract and hereby agree to indemnify the Company in respect of all actions, proceedings, claims, damages and other liabilities which may be brought against or incurred by the Company as a result of the breach of any of my warranties, representations, obligations or undertakings contained in this Contract. I agree that in the event of any breach of this agreement by the Company I shall not be entitled to injunct the Website and any legal remedy I may have shall lie in an action at law for damages only. I hereby warrant that I have not entered into any commercial, sponsorship or other agreement or arrangement with any person, firm or company in respect of my musical, musical writing and/or performing abilities. I understand that the Website affords the opportunity for me to be offered a contract by any production company or entity that wishes to. I acknowledge and agree to abide fully by any rules, regulations, terms and conditions for the Website (the “Rules”) that the Company may publish from time to time. I agree to obey all instructions given by the Company at any time. The Company reserves the right to amend the Rules at any time without liability. The Company’s decisions shall be final. If I am under 18 years old I confirm that I have informed my parent or legal guardian of my Membership. Any fees paid by the Company to you from sales of your material will be placed onto your account. The Company will pay you 29pence (UK Sterling) for original material and 19pence (UK Sterling) for cover version material out of the download price and this will be placed onto your account. The remaining balance will be distributed to original artists for royalties, merchant bank for credit card transactions and administration costs. Any fees paid to the Company by credit card are paid with the full knowledge of the card holder and the Company accepts no liability in respect of misuse of card holder details, payments and submissions to entry. To purchase material from the website you will be required to top up your account with a minimum balance of £5 (UK Sterling) The website will refund monies onto your dedicated card registered onto the website and will not refund to any other account or card. Your account must have a minimum balance of £20 (UK Sterling) before a refund to your card is placed. I accept that all personal details and/or information given in my application must be truthful, accurate and in no way misleading. I undertake to inform the Company immediately if any such information becomes inaccurate. I agree that the Company may revoke my Membership if I supply untruthful, inaccurate or misleading personal details and/or information, fail to abide by the rules and/or breach these Terms & Conditions. IN NO EVENT SHALL THE COMPANY BE LIABLE TO ME OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM MY USE OF THE WEBSITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO ME FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY ME TO THE COMPANY DURING THE TERM OF MEMBERSHIP. I understand that when I become a Member, I will be asked to choose a password. I accept full responsibility for maintaining the confidentiality of my password. I agree not to use the account, username, or password of another member at any time or to disclose my password to any third party. I agree to notify the Company immediately if I suspect any unauthorised use of my account or access to my password. I accept sole responsibility for any and all use of my account. Posted Content:a. The Company may delete any content placed on the Website that in the sole judgment of the Company violates this Contract or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. The Company assumes no responsibility for monitoring the Website for inappropriate content or conduct. If at any time the Company chooses, in its sole discretion, to monitor the Website, the Company nonetheless assumes no responsibility for its content, no obligation to modify or remove any inappropriate content, and no responsibility for the conduct of members or users submitting any such content. b. I accept sole responsibility for all content that I post on or through the Website, and any material or information that I transmit to other members and for my interactions with other users. The Company does not endorse and has no control over the content of the Website. Content is not necessarily reviewed by the Company prior to posting and does not necessarily reflect the opinions or policies of the Company. I understand that the Company makes no warranties, express or implied, as to the content or to the accuracy and reliability of the content or any material or information that I transmit to other members. I agree that I will not disclose any personal, identifiable and/or contact information for either myself and/or any other person(s) whether they be members of the Website or any other person(s) not related to the Website. If any provision of this Contract is adjudged by a court to be void or unenforceable such provision shall no way affect any other provision of this Contract, the application of the provision in any other circumstances or the validity or enforceability of this Contract and such provision shall be curtailed and limited only to the extent necessary to bring it within legal requirement. The Courts of England shall have sole jurisdiction in relation to the terms and conditions of its Contract which shall be interpreted according to the laws of England and Wales. Please contact us at: info@zzz.com with any questions regarding this Contract.I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.

[og]

"I hereby warrant that I have not entered into any commercial, sponsorship or other agreement or arrangement with any person, firm or company in respect of my musical, musical writing and/or performing abilities"You can't sell or even talk to anyone else about your music? This one smells funny.

[andreh]

Nomi-I don't see anything in here that gives the site or its parent company any ownership of your music. Looks to me like they just want to make sure you own all the tunes you post, and that you're not signed with a label.Is there a particular line or paragraph that concerns you?Andre

[nomiyah]

These are the parts that worried me:"I hereby warrant that I have not entered into any commercial, sponsorship or other agreement or arrangement with any person, firm or company in respect of my musical, musical writing and/or performing abilities.""I agree to obey all instructions given by the Company at any time.""The Company reserves the right to amend the Rules at any time without liability. The Company’s decisions shall be final.""I agree that I will not disclose any personal, identifiable and/or contact information for either myself and/or any other person(s) whether they be members of the Website or any other person(s) not related to the Website." [/quote]

[ernstinen]

Talk to a lawyer.[edit] This forum is goofy. I was going to expand upon that, but it just froze.As you know, Nomi, I've been dealing with my attorney for over year now, and he is worth every penny.My only regret in my musical business life is signing a contract for 20+ songs without consulting a music attorney.Ern

[andreh]

Nomi-I agree with Ern that you should seek a lawyer's advice before signing any contract you're unsure of; better safe than sorry.FWIW, though, here's my take on the lines you quote:Quote:"I hereby warrant that I have not entered into any commercial, sponsorship or other agreement or arrangement with any person, firm or company in respect of my musical, musical writing and/or performing abilities."This seems to be how the site is maintaining an "indie" membership, if that's their goal. I think the terms are far too restrictive; most people think of an indie artist simply as someone who hasn't signed with a major record label...but maybe they've identified this demographic as ideal for their goals.Quote:"I agree to obey all instructions given by the Company at any time."Given that this sentence follows one about following website rules & regulations, I assume it's merely meant to reinforce this sentiment. However, it's odd to see it standing on its own, and I wouldn't sign this contract with it present (not that it could be enforced in a court of law, given the unspecific nature of its wording).Quote:"The Company reserves the right to amend the Rules at any time without liability. The Company’s decisions shall be final."This also seems relevant to the rules & regulations of the website and The Company's option to change or amend them; you'll find similar wording on most any forum, even Taxi's.Quote:"I agree that I will not disclose any personal, identifiable and/or contact information for either myself and/or any other person(s) whether they be members of the Website or any other person(s) not related to the Website."This seems related to privacy concerns for the website's members, and possibly to The Company's desire to be involved in opportunities that may arise from the website's exposure provided to you. A bit limiting, but not related to ownership of your music.These terms are pretty restrictive overall (though maybe not for someone who's really just at the beginning of a music career), but there's nothing in here about giving up ownership of your music that I see.Andre

[Casey H]

The contract is a hoot!! Are they for real?The only thing missing is the clause about giving up your first born child!! Casey

[nomiyah]

Ern, I agree with using lawyers for contracts but this isn't worth a lawyer. These are unsolicited indie sites that are popping up everywhere with no specific financial benefit besides general promotion. I'd rather use sites like My Space for that since they are without obligation.The contract I put up here was only one example of the many I've read. They're all different. With the indie internet music business still emerging, I suspect there aren't lots of standards yet. Anyone recommend a book that deals with these indie website contracts?Andre, Thanks for the insights. My guess is that this company is not trying to scam anyone but the legalese is questionable.Nomi

[nomiyah]

Casey, Think that one was bad, look at this one (a small section of a very long contract). Company name changed to YYY:"With respect to any Content posted by or in connection with the Products and Services, you hereby grant YYY a world-wide, royalty free, irrevocable, perpetual license, alone or together or as part of other information, Content and/or material of any kind or nature, to use, copy, modify, publish, edit, translate, transmit, publicly display, publicly perform, and otherwise exploit such Content (specifically including through streaming, podcasting, online/broadcast and satellite radio, suggested playlists and User playlists, but specifically excluding through phonograph records), to publish and promote such Content in connection with the particular Products and Services (including, without limitation, for advertising and promotional purposes), to publish and promote such Content elsewhere within YYY or any other YYY website through links to YYY, and to sublicense such rights through multiple tiers of sublicenses, all without any obligation to you, whether by way of compensation, attribution or otherwise. Such license shall apply with respect to any form, media, or technology now known or hereafter developed."

[onoffon]

When dealing with any contracts on any website, I look for two specific clauses -The first is the "non-exclusive" clause - that HAS to be there in any contract I enter into - we're already on so many websites, it would be counter productive to try to work with anyone exclusively.The second is the "out" clause - if I want to sever my relationship with this company, how do I do it, how long does it take...Those must be clearly defined or I just turn the other way...Hope you're doing well, Nomi...