This agreement is made as of the date of this purchase, between Add a Lyric, LLC, a Washington limited liability company, located at 19818 183rd Way SE, Renton, WA 98058 (“Company”)(hereinafter referred to as “Company”), and You, the File Purchasing Client (hereinafter referred to as “Customer”) (“Agreement”).
WHEREAS, Company is in the business of composing and recording instrumental music and making this music available for download to third parties for the purposes of adding lyrics to said instrumental music; and
WHEREAS, Customer is an individual seeking instrumental music to add Customer’s own lyrics for release or synchronization purposes;
THEREFORE, the parties agree as follows:
- “Compositions” or singularly “Composition” shall mean the musical composition or medley composed and owned by Company consisting of words and/or music, or any dramatic material and bridging passages, whether in the form of instrumental and/or vocal music, prose or otherwise, irrespective of length.
- “Derivative Compositions” or singularly “Derivative Composition” shall mean the derivative work composition created by Customer using the Master(s) embodying the Composition(s) purchased from Company.
- “Derivative Masters” or singularly “Derivative Master” shall mean the derivative work master recording(s) created by Customer using the Master(s) purchased from Company.
- “Masters” or “Master Recordings”, or singularly, “Master” or “Master Recording”, shall mean the master recording(s) recorded and owned by Company embodying the performance(s) of the Composition(s) by Company or by musicians hired by Company.
- “Mechanical Royalties” are royalties payable to the parties under this Agreement or their publishing designees for the right to reproduce and distribute copyrighted Compositions or Derivative Compositions on Records other than audiovisual records.
- “Person” shall mean any natural person, legal entity, or other organized group of persons or entities. All pronouns, whether personal or impersonal, which refer to Persons include natural persons and other Persons.
- “Record” shall mean any form of reproduction, distribution, transmission or communication of Recordings (whether or not in physical form) now or hereafter known (including reproductions of sound alone or together with visual images) which is manufactured, distributed, transmitted or communicated primarily for personal use, home use, institutional (e.g., library or school) use, jukebox use, or use in means of transportation, including any computer-assisted media (e.g., CD-ROM, DVD Audio, CD Extra, Enhanced CD) or use as a so-called “ring tone.”
- “Recording” shall be defined as every recording of sound, whether or not coupled with a visual image, by any method and on any substance or material, or in any other form or format, whether now of hereafter known, which is used or useful in the recording, production, manufacture, distribution and/or transmission of Records or for any other commercial exploitation.
- “Sample(s)” shall mean any copyrightable work which is owned or controlled by any Person other than Customer or Company, embodied on a Recording of a composition or master recording previously recorded by other recording artist(s) and theretofore released, but not Customer’s newly-recorded performance hereunder.
- “Territory” shall mean the universe.
- Ownership of Compositions. Company owns One Hundred Percent (100%) of the Composition(s) throughout the Territory, including but not limited to, the right, title and interest, including the copyrights, the right to copyright and any renewal rights, therein and thereto. The Compositions have been or shall be registered for copyright by Company in Company’s name in the office of the Register of Copyrights of the United States of America. Customer assigns to Company any rights of copyright Customer has in and to the Compositions. Company has the sole, exclusive right throughout the Territory to administer and exploit the Compositions, to print, publish, sell, dramatize, adapt, use and license any and all uses of the Compositions, to execute in its own name any and all licenses and agreements whatsoever affecting or respecting the Compositions, including but not limited to licenses for mechanical reproduction, public performance, dramatic uses, synchronization uses and subpublication, and to assign or license such rights to others. This statement of exclusive rights is only in clarification and amplification of the rights of Company and not in limitation thereof. Company is entitled to and shall receive and collect and retain for its own account all income derived from the Compositions. For the avoidance of doubt, Customer will not participate in any income or earnings, financial or otherwise, derived from the Composition(s).
- Ownership of Masters. Company owns One Hundred Percent (100%) of the Masters embodying the Compositions and the performance(s) embodied on the Masters, throughout the Territory, including but not limited to, the right, title and interest, including the copyrights, the right to copyright and any renewal rights, therein and thereto. The Masters have been or shall be registered for copyright by Company in Company’s name in the office of the Register of Copyrights of the United States of America. Company has the sole, exclusive right throughout the Territory to, or to allow others to, publish, perform, reproduce, distribute, display, transmit, communicate to the public, license, synchronize, make derivative works of, make available and/or other exploitation of the Master(s), including the right to authorize, prohibit and/or control the renting and lending of the Master(s) in all media now known or hereafter devised; and that Company shall have the right to make such changes therein and such uses thereof as it may deem necessary or desirable. This statement of exclusive rights is only in clarification and amplification of the rights of Company and not in limitation thereof. Company is entitled to receive and collect and retain for its own account and shall receive and collect and retain for its own account all income derived from the Masters. For the avoidance of doubt, Customer will not participate in any income or earnings, financial or otherwise, derived from the Master(s).
- Grant of Rights. Company grants to Customer the non-exclusive rights throughout the Territory to use the Composition(s) to create the Derivative Composition(s) and use the Masters to create the Derivative Master(s) and to, or to allow others to, publish, perform, reproduce, distribute, display, transmit, communicate to the public, non-exclusively license, synchronize, make available and/or otherwise exploit, including the right to authorize, prohibit and/or control the sale, renting and lending of the Derivative Composition(s) and Derivative Master(s) in all media now known or hereafter devised. Customer shall create the title for the Derivative Composition(s) and Derivative Master(s). Composition(s), Derivative Composition(s), Master(s), and Derivative Master(s) may be edited for pitch or timing purposes. For the avoidance of doubt, this grant of rights does not extend to the Composition(s) or Master(s) except as expressly and specifically stated within this Paragraph 4.
- Ownership of Derivative Composition(s). The Derivative Composition(s) shall be owned 100% by Customer either solely in Customer’s name or to be divided amongst Customer’s collaborators as Customer sees fits.
- Credit of Derivative Composition(s). For Copyright and PRO requirements, Customer should register the Derivative Composition(s) as owned 100% by Customer either solely in Customer’s name or to be divided amongst Customer’s collaborators as Customer sees fits. For public display, Customer may include the Writer and/or Company credits of the Composition(s) for the Derivative Composition(s), but it is not necessary nor does it change Ownership of the Derivative Composition(s).
- Ownership of Derivative Master(s). The Derivative Masters shall be owned 100% by Customer either solely in Customer’s name or to be divided amongst Customer’s collaborators as Customer sees fits.
- Credit of Derivative Master(s). For Copyright and PRO requirements, Customer should register the Derivative Master(s) as owned 100% by Customer either solely in Customer’s name or to be divided amongst Customer’s collaborators as Customer sees fits. For public display, Customer may include the Writer and/or Company credits of the Master(s) for the Derivative Master(s), but it is not necessary nor does it change Ownership of the Derivative Master(s).
- Payment for Purchase. Customer shall pay a flat fee for the purchase of the Master(s) embodying the Composition(s) as indicated on Company’s website.
- Royalties. Customer shall receive 100% of all royalties for the newly named Derivative Composition(s) and Master(s). Such royalties may include but are not limited to sales royalties, mechanical royalties, performance royalties, digital performance royalties, synchronization fees, payments, or royalties (upfront or backend), and other license fees.
- Instrumental Versions. If Customer submits or is requested to submit an instrumental (without vocals) version of Derivative Composition(s) or Derivative Master(s), Customer may provide the original Composition to 3rd Party only if it is part of a package with the Derivative work. Customer may not resell, license or imply ownership of the Composition as-is. Customer must notify Company any time a 3rd Party is provided the original Composition as part of a Derivative/Instrumental Composition package. In such case, Company retains the rights to the Instrumental Composition(s) and One Hundred Percent (100%) of the credit and monies earned for this instrumental version will be owed to Company. For the avoidance of doubt, Customer may only submit the original instrumental Composition along with the Derivative work as a requirement to getting the Derivative work placed, not by itself.
- Warranties and Representations. Customer warrants and represents that
- it has the full right, power and authority to enter into this Agreement and fully perform its obligations under this Agreement;
- it is not subject to any prior obligations or agreements, whether as a party or otherwise, which would restrict or interfere in any way with the full and prompt performance of Customer’s obligations hereunder;
- it has the full right and authority to grant the rights herein;
- the materials furnished and to be furnished including but not limited to Customer’s name and likeness, whether as an individual or as a member of a group, the Derivative Composition(s) and Derivative Master(s), any and all elements, whether lyrically, vocally, musically, or otherwise, added by Customer or anyone associated with Customer to the Composition(s), Master(s), Derivative Composition(s), or Derivative Master(s), and all other musical, dramatic, artistic and literary materials, ideas and other intellectual properties contained in or used in connection with any Composition(s), Master(s), Derivative Composition(s), or Derivative Master(s) or products hereunder or their packaging, sale, distribution, advertising, publicizing or other exploitation or other use pursuant to this Agreement, and the rights granted and to be granted by Customer hereunder will not violate or infringe upon any common law or statutory right of any person, firm or corporation, including, without limitation, any contractual rights, copyrights, rights of privacy, rights of publicity, trademark rights and rights to trade names;
- Customer shall not use any samples in the creation of the Derivative Composition(s) or Derivative Master(s);
- Customer has not taken and shall not, during the Term hereof, take any action which would limit in any manner Company’s full employment of the rights granted herein in the Territory;
- Company shall not be required to make any payments of any nature for or in connection with the acquisition, exercise or exploitation of any of Company’s rights hereunder, except as otherwise specifically set forth in this Agreement;
- Customer has not assigned and shall not assign or otherwise dispose of or encumber any of the income that may be subject to royalties or other monies Company is entitled to and/or other rights hereunder;
- Customer shall be the sole owner of Customer’s name and all other professional names used by Customer in connection with the rights granted hereunder and has the authority to use such name(s) in accordance with all the terms and conditions of this Agreement;
- Customer is over 18 years of age;
- Customer will not enter into any agreement or commitment which shall in any manner interfere with Company’s carrying out the terms and conditions of this Agreement or which would otherwise affect Company’s rights hereunder.
- Indemnification. Customer shall indemnify, save and hold Company, its assigns, licensees and its directors, officers, shareholders, agents and employees harmless from any and all liability, claims, demands, loss and damage (including counsel fees and court costs) arising out of or connected with or resulting from the exercise by Company of any of its rights hereunder, or from any breach of any of the warranties, representations or agreements made by Customer in this Agreement, or from any claim, inconsistent with any such warranties, representations or agreements. Customer shall pay to Company on demand any and all money to which the foregoing indemnity relates. Company shall give Customer prompt written notice of any claim or action covered by said indemnity, and Company shall have the right to withhold payment of any and all monies hereunder in an amount reasonably related to such claim or action, including reasonable attorney’s fees. Company shall have the sole right but not the obligation to prosecute, defend, settle and compromise all suits and actions respecting the Composition(s) and Master(s), and generally to do and perform all things necessary concerning the same and the copyrights therein, to prevent and restrain the infringement of copyrights or other rights with respect to the Composition(s), and Master(s). For the avoidance of doubt, Customer shall not share in any recovery in relation to the Composition(s) or Master(s).
- Notices. The respective addresses of Company and Customer for all purposes of this Agreement shall be as set forth below, until written notice of a new address shall be duly given:
Add a Lyric, LLC
Attn: Monty Smith
19818 183rd Way SE
Renton, WA 98058
with a copy to:
Erin M. Jacobson
Attorney at Law
9107 Wilshire Boulevard, Suite 450
Beverly Hills, CA 90210
All notices shall be in writing and shall either be delivered by registered or certified mail, postage prepaid or by facsimile, all charges prepaid. Neither party shall be deemed to be in breach of any of its obligations hereunder unless and until the party claiming a breach shall have given the other written notice by certified or registered mail, return receipt requested, specifying the nature of such breach and such other party shall have failed to cure such breach within thirty (30) days after receipt of such written notice; provided that if the alleged breach is of such a nature that it cannot be completely cured within thirty (30) days, the notified party shall not be deemed to be in breach if such party commences the curing of the alleged breach within such thirty (30) day period and proceeds to complete the curing thereof with due diligence within a reasonable time thereafter.
- Independent Contractors. Company and Customer have the status of independent contractors. Nothing herein contained shall contemplate or constitute Customer or its individual members as Company’s agents or employees and nothing herein shall be construed to constitute a partnership or joint venture between the parties.
- Entire Agreement. This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, arrangements and understandings with respect thereto.
- Modification. No change or termination of this Agreement shall be binding unless it is made in a written document signed by all parties.
- Severability. Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
- Waiver. Company’s failure at any time to require performance of any provision hereof shall in no way affect Company’s right thereafter to enforce same; nor shall a waiver by Company of any breach of any provision hereof be construed as a waiver of any other breach.
- Force Majure. For the purposes of this Agreement, “Force Majeure” shall mean any event which a party hereto could not foresee, including without limitation: war; invasion; act of foreign enemy; act of public enemy; hostilities; civil war or rebellion (whether war be declared or not); strike; labor dispute; lockout or other industrial dispute; fire; flood; blizzard; general public; earthquakes; governmental or court order; death or illness of; or a family member of Add a Lyric’s owner, CEO or principal members; Internet failure; computer crash; third party delays; including but not limited to manufacturers, distributors, printers, suppliers and vendors; or act of God, the effect of which it could not reasonably prevent or predict and which renders impossible or impractical the performance of contractual obligations either totally or in part. The party invoking a Force Majeure shall notify in writing the other party within three (3) business days of its occurrence by accurately describing all the circumstances of the situation involved and its effect upon the performance of its contractual obligations. The taking place of a Force Majeure shall have the effect of suspending the obligations of the party which has invoked the provisions of this Paragraph 20 to the extent such obligations are affected by the Force Majeure. Contractual dates shall be extended for a period equal to the duration of a Force Majeure. The cessation of a Force Majeure shall be communicated by written notice within three (3) business days of its occurrence by the party that invoked it. Either party shall have the right to terminate this Agreement by written notice to the other party, in the event any Force Majeure event lasts more than three (3) consecutive months.
- Governing Law and Venue. This Agreement shall be governed and construed under the substantive and procedural laws of the State of Washington applicable to agreements made and wholly performed therein, without reference to the principals of conflicts of law. The courts sitting in King County, Washington shall have exclusive jurisdiction over this Agreement and the parties hereto waive any and all objections to venue being placed in King County.
- Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in in King County, Washington, held before a panel of three (3) arbitrator(s). The arbitration shall be administered by the Agency for Dispute Resolution (ADR) pursuant to its Arbitration Rules and Procedures. Judgment on the Award may be entered in any court pursuant to Paragraph 21 above. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court sitting in King County, Washington. The arbitrator may, in the Arbitration Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.
- Assignment. Company may assign or license this Agreement or any of the rights hereunder in the ordinary course of business. This Agreement is personal to Customer and its individual members, and neither Customer nor its individual members may assign this Agreement or any of Customer’s rights or obligations hereunder.
- Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has received advice as to its legal rights from legal counsel or has chosen to proceed without legal counsel and that the person signing on its behalf has read and understood all of the terms and provisions of this Agreement.
- Construction. The rule of construction that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. The terms and provisions of this Agreement shall be construed fairly as to all parties, regardless of which party was generally responsible for the preparation of this Agreement.
- 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. Customer or any other third party associated with Customer shall not be entitled to any injunctive or equitable relief.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year set forth above. By clicking the button below, Customer acknowledges Customer’s assent to this Agreement.
____ I agree
___________________ (Type Customer name in box to represent signature /Customer Name/)