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Provider Agreement


direct download: content provider agreement

 

Target Market Music, LLC.

Content Provider Agreement

 

 

This Content Provider Agreement (also referred to as the “Upload Agreement”) between you (“ you ,” or “ your ”) and TARGET MARKET MUSIC, LLC., a Missouri limited liability company (" TARGET MARKET MUSIC " or “ us ” or “ our ”) entered into as of the date you license Sound Recordings to us by uploading them to TARGETMARKETMUSIC.com (the “ Effective Date ”) is a contract and applies to the Sound Recordings, as defined below, provided by you to the Service, as defined below. This Content Provider Agreement operates in conjunction with TARGET MARKET MUSIC’s Terms of Service applicable to the Service and available at www.TARGETMARKETMUSIC.com. In the event of any inconsistency between this Content Provider Agreement and the Terms of Service, the terms of this Content Provider Agreement shall govern but only to the extent to resolve the conflict. If you do not agree to the terms of this Content Provider Agreement and our Terms of Service do not license your content to us and do not upload content to TARGETMARKETMUSIC.com.

 

 

 

SECTION I - DEFINITIONS

 

 

  1. The Service:

    The "Service " is defined as follows: Any content, licenses and services available through http://www.TARGETMARKETMUSIC.com/.

  2. Sound Recordings :

    Sound Recordings is defined as follows: Any sound recording, including but not limited to stock music, production music, music cues, production elements, sound effects and the like (each one a "Sound Recording " and together "Sound Recordings ") recorded by you.

  3. Content Provider :

    Any person or entity or their agent or the like who makes a Sound Recording available for download on TARGETMARKETMUSIC.com through acceptance of this Content Provider Agreement.

     

 

SECTION II - LICENSE

 

  1. By uploading or otherwise providing a Sound Recording to TARGET MARKET MUSIC pursuant to this Content Provider Agreement: (i) you expressly grant to TARGET MARKET MUSIC the non-exclusive worldwide right and license to make the Sound Recording available to the public by any means and media now known or later discovered or developed, including making any Sound Recording available to third parties through content license agreements, including uploading any Sound Recording to TARGETMARKETMUSIC.com to make such Sound Recording available for download from TARGETMARKETMUSIC.com, including any communication to the public of the Sound Recording, by wire or wireless means, including the performing or making available to the public of the Sound Recordings in such a way that members of the public may access Sound Recordings from a place and at a time individually chosen by them, to make direct or indirect, temporary or permanent reproductions of the Sound Recording by any means and in any form, in whole or in part or to synchronize the Sound Recordings with visual images, other music or sound, dramatic productions, and various commercial uses; (ii) you expressly grant TARGET MARKET MUSIC the non-exclusive right to grant limited, personal, non-exclusive, non-sublicensable, non-assignable, perpetual licenses to users of the Service and third parties to synchronize the Sound Recording with audio/visual productions, including but not limited to websites (in a streaming format only), corporate videos, software applications, power point presentations and the like, in accordance with all of TARGET MARKET MUSIC´s rules and policies, including but not limited to this Agreement and, if applicable, our Content License Agreement, Privacy Policy and Terms of Service; (iii) you expressly grant TARGET MARKET MUSIC the right to publicly perform and the right to authorize others to publicly perform the Sound Recordings for profit and the right to collect all fees and royalties becoming due from such performances, if any.

  2. By uploading or otherwise providing a Sound Recording, you grant TARGET MARKET MUSIC the right to use the Sound Recording for its own business purposes relating to the promotion of the Service. No compensation shall be due for use of the Sound Recording for such business purposes.

  3. Aside from TARGET MARKET MUSIC's license in provided Sound Recordings and TARGET MARKET MUSIC's right to use Sound Recordings for business purposes. All rights, including title and copyright, in and to the provided Sound Recording will be retained by you, and no title or copyright is transferred or granted in any way to us or any third party except as provided in this Content Provider Agreement and the Terms of Service.

  4. You acknowledge that the Sound Recordings you provide pursuant to this Content Provider Agreement may be purchased or licensed by members of the Service pursuant to the terms of the Terms of Service and our Content License Agreement. TARGET MARKET MUSIC cannot take responsibility for the compliance by purchasers and licensees or their compliance with applicable copyright law. You acknowledge and agree to the possibility of Sound Recordings provided by you being used in a manner that is not contemplated in this Content Provider Agreement or the Terms of Service. You agree that TARGET MARKET MUSIC will not be liable to you or any person alleging liability on your behalf for any breach by a licensee of the terms of any agreement respecting Sound Recordings. At your request and expense TARGET MARKET MUSIC will use commercial efforts to assist in the protection of your intellectual property rights.

     

 

 

SECTION III - NAME LIKENESS AND BIOGRAPHICAL MATERIAL

 

You grant TARGET MARKET MUSIC the right to use your account name in connection with the distribution, exploitation, marketing and promotion of the Service and promotion of the Sound Recordings or both.

SECTION IV - REFUSING SOUND RECORDINGS

 

TARGET MARKET MUSIC reserves the right to delete, move, refuse to accept or edit any Sound Recording provided by you that, in its sole discretion, (i) violates or may violate this Content Provider Agreement, (ii) violates or may violate the intellectual property rights of others, (iii) violates or may violate the privacy rights of others, (iv) violates or may violate any of TARGET MARKET MUSIC's policies or (v) is deemed unacceptable in TARGET MARKET MUSIC's sole discretion. TARGET MARKET MUSIC shall have the right but not the obligation to correct any errors or omissions in any Sound Recording as it sees fit. Sound Recordings deemed unacceptable by TARGET MARKET MUSIC are typically of low quality and may be moved to a "Free Clips" section of TARGETMARKETMUSIC.com

 

 

 

SECTION V - ROYALTIES

 

  1. When your sound recordings are licensed through TARGET MARKET MUSIC and payment for such is collected, TARGET MARKET MUSIC shall pay you $15 US dollars of the net fees collected for content provided containing lyrics and $10 US dollars of the net fees collected for content provided NOT containing lyrics, or commonly referred to as instrumental music. In all cases, payment of fees to you will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees incurred in enforcing this Content Provider Agreement or the Terms of Service; (iv) credit card processing fees; and (v) affiliate marketing and third party distribution commissions; (vi) advertising costs incurred, including but not limited to, Google AdWords, Yahoo Search Marketing, and Microsoft adCenter costs; and (vii) any amounts owing by you to TARGET MARKET MUSIC under this Content Provider Agreement or otherwise. Without limiting the generality of the foregoing, TARGET MARKET MUSIC is entitled to set-off against any amount owing to you, all amounts to which it is or may be entitled under this Content Provider Agreement or otherwise at law.

  2. While TARGET MARKET MUSIC acknowledges that its policy is to provide the Content Provider with certain payments whenever a Sound Recording, uploaded by the Content Provider, is purchased then downloaded, the parties agree that TARGET MARKET MUSIC may amend such policy from time to time, as reasonable business objectives may require. Currently, you may request to be paid from your balance on TARGET MARKET MUSIC every three months (quarterly) based on TARGET MARKET MUSIC's fiscal calendar the amount owed in full.

  3. In the event that you receive a recoupable advance royalty or advance royalties from TARGET MARKET MUSIC as part of any contest, promotion or as part of any separate agreement with TARGET MARKET MUSIC, you agree that any content you provide pursuant to this Agreement will remain on the TARGETMARKETMUSIC.com platform for a minimum of two (2) years from the date that specific content is uploaded to TARGETMARKETMUSIC.com.

 

 

 

 

 

SECTION VI - THIRD PARTY RIGHTS

 

You shall be solely responsible for all licensing, reporting and payment obligations to any third party in connection with the Sound Recordings and the use of the Sound Recordings as set forward in this agreement. TARGET MARKET MUSIC shall not be responsible to any third parties under this agreement. Further, this agreement is not intended and shall not be construed to create any rights in any parties other than TARGET MARKET MUSIC and the Sound Recording Provider ("you").

 

 

SECTION VII - YOUR WARRANTIES

 

By uploading or otherwise providing a Sound Recording, you warrant that:

  1. you are authorized to enter into this Agreement;

  2. you have the capacity and the authority to grant us the rights granted by you to us herein;

  3. each Sound Recording provided by you is original and does not include sampled material unless you have obtained a license permitting the use of such sampled material;

  4. you are the original composer of all music and lyrics contained in the Sound Recording , 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;

  5. no Sound Recordings 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 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 Content Provider Agreement;

  6. you are under no disability, restriction or prohibition with respect to your right to execute this Content Provider Agreement, either on your own behalf or on behalf of each member of your group;

  7. in keeping with SECTION VI and SECTION VIII of this Content Provider Agreement, TARGET MARKET MUSIC will not be required to make any payments of any nature to anyone, including all persons whose performances or ideas are contained on the Sound Recordings, its producer(s), publisher(s) or author(s) (including their rights societies) and any union, guild or affiliated trust fund;

  8. all Sound Recordings provided by you pursuant to this Agreement that are currently registered with ASCAP, BMI, SESAC or other Performing Rights Society or any music publisher, must be owned by you and or have the right to use under this Content Provider Agreement.
     

SECTION VIII - INDEMNITY

 

  1. You agree to indemnify, defend and hold TARGET MARKET MUSIC and its affiliates, and their respective directors, officers, employees, agents and licensees of Sound Recordings harmless from and against any and all claims, liability, losses, costs and expenses incurred by any of them inconsistent with any agreement, undertaking, representation or warranty made by you in this Agreement and/or the Terms of Service.

  2. TARGET MARKET MUSIC reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

 

 

 

SECTION IX - TERMINATION

 

  1. You shall be entitled to terminate this Content Provider Agreement at any time by giving sixty (60) days written notice to AR@TARGETMARKETMUSIC.com . We may also terminate this Content Provider Agreement for any reason by giving you sixty (60) days written notice (email is sufficient) (i) the address to which we most recently sent your account balance statement or a royalty payment, or (ii) the address listed in your Account Data.. If we terminate your account pursuant to the terms of the Terms of Service, such termination shall be deemed to be notice of termination of this Content Provider Agreement, as well.

  2. Upon termination we shall remove Sound Recordings provided by you from the Service within thirty (30) days of the date of termination of this Content Provider Agreement.

  3. Notwithstanding any other provision in this Content Provider Agreement, the termination or expiration of this Content Provider Agreement shall not alter or affect the rights granted to licensees, sub-licensees or third parties by us pursuant to this Content Provider Agreement.

  4. Termination of this Content Provider Agreement shall operate without prejudice to TARGET MARKET MUSIC's rights, defenses and limitations of liability provided under this Content Provider Agreement or the Terms of Service, which rights, defenses and limitations of liability shall survive termination of this Content Provider Agreement.

 

 

 

SECTION X - MISCELLANEOUS PROVISIONS

 

  1. This Agreement shall be governed by and construed in accordance with the laws of the state of Missouri without giving effect to the laws of your actual state or country of residence.

  2. TARGET MARKET MUSIC shall have the right to assign this Content Provider Agreement to any third party. You shall not have the right to assign any right or obligation under this Content Provider Agreement except the right to royalty payments.

  3. In the event of a dispute relating to this Content Provider Agreement, your sole remedy is damages at law (i.e., money). By entering into this Content Provider Agreement you agree to give up any right that you may have to an injunction and any right that you may have to other equitable remedies against TARGETMARKETMUSIC.com and its directors, officers, employees, agents, and licensees.

  4. Nothing in this Content Provider Agreement shall be construed to make the parties partners, representatives or agents of each other, nor shall either party so represent to any third party. The parties hereunder are acting in performance of this Content Provider Agreement as independent contractors engaged in the operation of their own respective businesses. A party's employees, agents or representatives are not employees or agents of the other party and are not entitled to any of the other party's benefits. Neither party shall be responsible for payment of the other party's workers' compensation, disability benefits or unemployment insurance, nor shall it be responsible for withholding or payment employment related taxes for the other party or its employees.

  5. If you are under eighteen (18) years of age, you must have parental consent before you and your guardian sign this agreement.

 

 

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE, IN ADDITION TO THIS CONTENT PROVIDER AGREEMENT READ AND AGREED TO THE TERMS OF SERVICE AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY PROVIDING SOUND RECORDINGS TO TARGETMARKETMUSIC.COM AND/OR USE OF THE SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN, AS APPLICABLE, AND GRANT TARGET MARKET MUSIC THE RIGHTS SET FORTH HEREIN.