WARRANT AND AFFIRMATION OF AGE
I warrant, represent and affirm I am at least thirteen (13) years of age.
1. GRANT OF RIGHTS.
The rights granted hereunder shall include the giveaway of permanent digital downloads.
By clicking the "Sign Up" (or similar) button, you ("you") irrevocably grant to Tweet For A Track ("TFAT"), throughout the world and during the Term (as defined below), the sublicensable (so that TFAT is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the Service and Websites and to permit Users to view, hear, read, stream, download and link to your Content) non-exclusive right:
(a) to use, copy, modify, distribute, and otherwise exploit the "Recordings" (defined below) via the TweetForATrack service;
(b) to use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied on the Recordings in connection with the Recordings and TFAT's general business.
The "Recordings" subject to this Agreement are the sound recordings (including song compositions) that you submit to TFAT upon your acceptance of this Agreement as well as any other sound recordings (including song compositions) that you choose to submit thereafter by giving TFAT notice and appropriate copies thereof. TFAT reserves the right to reject any materials that you submit, in its sole discretion. You agree to submit all Recordings at your sole expense, in the format(s) required by TFAT.
3. THIRD PARTY OBLIGATIONS.
You shall be solely responsible for securing and paying for digital phonorecord delivery (DPD), mechanical and any other licenses required from musical composition copyright owners (or their agents) in connection with TFAT's exploitation of rights hereunder, royalties due to artists, producers and other persons who performed in the making of the Recordings and all payments that may be required under collective bargaining agreements. To the extent TFAT is required, or elects (in its sole discretion), to pay any of the foregoing amounts, you shall reimburse TFAT for such payments within thirty (30) days of receipt of an invoice from TFAT. You agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from free deliveries of the Recordings.
4. WARRANTIES; REPRESENTATIONS; INDEMNITIES.
You warrant and represent that you have the right and authority to enter into this agreement and to grant to TFAT all rights specified; all of the Recordings, including any sampled third party material embodied therein, artwork, metadata, videos and any other materials furnished by you to TFAT or relating to the Recordings are owned or controlled by you and shall not infringe on the copyrights or other rights of any person or entity; and that TFAT shall have the right to exploit same in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity. You shall defend and indemnify TFAT and any of its affiliates (including any directors, members, officers, employees and other representatives) against any third party claims or expenses and losses resulting from breach, or a claim which if true would constitute a breach of the foregoing warranties, including reasonable attorneys' fees and litigation expenses. TFAT shall give you prompt notice of any claim and you shall defend TFAT at your expense with counsel approved by TFAT (which approval shall not be unreasonably withheld). Any settlement of any claim shall be subject to TFAT's prior written approval.
The Term of this agreement shall be for a period of twelve (12) months commencing on the date hereof. The Term shall automatically be renewed on a month-to-month basis thereafter. You may cancel this agreement at any time by logging into your TFAT account and following the terminate account procedure.
The parties acknowledge and agree that in the course of negotiating and transacting business under this agreement each party may become aware of certain otherwise confidential information related to the other's business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, the parties agree to keep such information confidential.
(a) TFAT may assign its rights under this agreement in whole or in part. You shall notify TFAT if you assign this agreement. This agreement does not create a partnership or joint venture. This agreement constitutes the entire agreement between you and TFAT pertaining to its subject matter and may not be changed by you, waived by you, discharged by you or terminated by you except by an instrument in writing signed by you and TFAT.
(b) Neither party shall be deemed in breach of this agreement unless the other party has given the breaching party notice, and the breaching party has failed to cure such breach within 30 days after receipt of such notice. In no event shall any breach entitle either party to rescind the rights granted hereunder, but rather the aggrieved party shall only be entitled to damages reasonably related to the breach concerned and no penalty shall be awarded to either party.
(c) This agreement shall be governed by the laws of the State of New York which apply to agreements entered into and wholly performed in the State of New York and the parties hereby grant to the U.S. District Court for the Southern District of New York, or the Supreme Court of the State of New York, New York County, exclusive jurisdiction to hear any disputes arising therefrom.
(e) TFAT reserves the right not to provide its services to any customer for any or no reason.
(f) TFAT may modify these Terms from time to time. You agree that such modification shall be effective upon posting on the Websites and you will be bound to any changes when you use the Service after such modification is posted. It is therefore important that you review these Terms on the website regularly to ensure you are updated regarding any changes. Any use of the Service after alteration of the Terms will constitute acceptance by you of such changes. Your sole remedy should you not agree with the altered Terms shall be close your account and to cease use of the Service.
(g) Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Company to terminate all privileges of any User who repeatedly infringes the copyright rights of others upon receipt of prompt notification to Company by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service or its Websites in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Service or its Websites; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Company's Copyright Agent for notice of claims of copyright infringement can be reached by email: email@example.com
(j) Without limiting any other provision of this Agreement, you agree that Company and our Radio Partners shall not be obligated to obtain any other license, from any person, firm, corporation or other entity, in connection with the exploitation or use of any of the Material, trademarks, trade names, names and likenesses, and/or any other rights granted by you to Company or our radio partners in this Agreement, in any country or territory of the world, including, without limitation, any performance right organization, mechanical royalty collection organization or society (including the Harry Fox Agency and NMPA), music publisher, administrator, record label or other company.
(k) THE SERVICE INCLUDING ALL PRODUCTS, DIGITAL CONTENT AND OTHER INFORMATION, MATERIALS AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE ARE PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND FROM COMPANY OR ANY OWNERS OF DIGITAL CONTENT. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY AND ALL OWNERS OF DIGITAL CONTENT DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER COMPANY NOR ANY OWNER OF DIGITAL CONTENT WARRANTS THAT THE SERVICE OR ANY DIGITAL CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR GOODWILL, LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF COMPANY KNOWS OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES WILL COMPANY'S AGGREGATE LIABILITY, ON ANY FORM OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, EXCEED THE AMOUNTS PAID BY YOU FOR YOUR ACCOUNT.
Severability and Waiver. If any provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect, and the parties agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision. The failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing.