“Agreement”- this agreement
“Track” – audio music files or songs that the Artist wishes to make available for comment and voting by the public via the Website, with a potential for selection and release on Public Records.
“Force Majeure” – any cause beyond a party’s reasonable control that also prevents the performance by that party of its obligations hereunder including but not limited to acts of God, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of government or regulatory authorities, terrorism, fire, flood, lightning, explosion or subsidence;
“Intellectual Property Rights” – any and all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including but not limited to all patents, copyrights, design rights, domain names, trade marks, service marks, trade secrets, trade names, goodwill, know-how, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;
“Services” – the provision of access to the Website for the Artist and the storage and making available of Track on “Label”‘s Website to enable the Artist to submit Track(s) to the Public Records website for public comment, public voting, and potential selection for release on Public Records in accordance with the terms and conditions of this Agreement;
“Website” – the internet domain (http://www.publicrecords.co.uk) of “Label”, commonly known as “Public Records”
“Unacceptable Content” – any material of any nature that is unlawful under any law anywhere in the world or in breach of any party’s rights, or which is defamatory, obscene, or which would constitute a contempt of court, or which promotes violence or illegal activities or promotes discrimination based on race, sex, religion, national origin, physical disability or age, or which contains any viruses, worms, trojan horses or any other contaminants or materials that have the ability to access or modify, delete, disrupt or damage any data files or other computer programs, software or hardware or any material that provides access to any such contaminants or materials;
1.2 Any references, express or implied, to statutes or statutory provisions shall be construed as references to those statutes or provisions as amended or re-enacted from time to time.
1.3 References to “Clauses” are to clauses in this Agreement (unless the context otherwise requires).
1.4 Headings are inserted for convenience only and shall not affect the construction of this Agreement.
1.5 References to “persons” shall be deemed to include natural persons, companies and other incorporated and unincorporated bodies.
1.6 A reference to any gender shall be deemed to include a reference to any other gender. The singular shall be deemed to include the plural and vice versa.
2.1.1 grants the Artist a non-exclusive, non-transferable, non-sublicensable licence during the Term to use the Website for the sole purpose of uploading Tracks on to the Website in accordance with this Agreement; and
2.1.2 agrees to provide the Services to the Artist during the Term.
2.2 The Artist hereby grants the Label during the Term:
2.2.1 a licence to display the Track on the Website
2.2.2 the right and authority to use Artist’s name and Intellectual Property Rights in order to perform the Services;
2.2.3 the right to enter into and execute contracts with retail outlets and to sell Tracks to retail outlets on the Artist’s behalf, should the Artist choose to sign a contract to release their track on Public Records.
2.3 The Artist hereby confirms that, should they choose to sign with Public Records all contracts agreed by the Label with retail outlets in accordance with the Artist signing a release contract with Label will bind the Artist and the Artist will indemnify the Label in respect of any liability arising therefrom.
2.4 The Label shall be entitled to assume that all Tracks uploaded to the Website are available to the public for voting and commentary and potential candidates for selection by the Label for official release and it may display such Tracks on the Website unless and until the Artist informs the Label in writing that any particular Track(s) are no longer available.
3.2 A party may terminate this Agreement:
3.2.1 at any time by giving the other party at least thirty (30) days’ prior written notice of termination;
3.2.2 if the other party commits a material breach of this Agreement and (in the case of a breach capable of being remedied) fails, within thirty (30) days after receipt of a request in writing from the non-defaulting party to do so, to remedy the breach; or
3.2.3 if the other party has a receiver or administrative receiver appointed over it or over any part of its undertaking or assets or passes a resolution for its winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the other party enters into any voluntary arrangement with its creditors or becomes subject to an administration order or ceases to carry on business.
3.3 Without prejudice to any of Clauses 4.1 and 4.2, the Label may terminate this Agreement with immediate effect by giving written notice to the Artist if in the opinion of the Label a substantial number of the Tracks contain, constitute or provide access to Unacceptable Content.
3.4 Upon termination of this Agreement, the rights granted and the services provided to the Artist under this Agreement shall terminate, and the Artist shall immediately refrain from using the Website. Should Artist have been signed to Public Records all other operative provisions of that separate agreement shall remain in full force and effect such as (for example) the Label’s obligation to account to the Artist pursuant to Clause 3.
4.2 The Artist shall only be entitled to use the Website in the manner and for the purpose specified in this Agreement and shall not use the Website in any other way or for any other purpose whatsoever. In particular, but without limiting the foregoing, the Artist shall not and shall not attempt to:
4.2.1 remove any product identification, legend or notices of any proprietary or copyright restrictions from any part of the Website or other accompanying materials;
4.2.2 list or otherwise display or copy any object code of the Website (or any part of it);
4.2.3 hold itself out as, or represent that it is the owner of any rights (including but not limited to the Intellectual Property Rights) in the Website.
5.1.1 this Agreement has been validly executed by a duly authorised representative, and once executed, will impose valid and binding legal obligations upon it;
5.1.2 its entry into and performance of this Agreement will not conflict with any of its existing obligations, or any other agreement to which it is a party; and
5.1.3 it shall perform its obligations under this Agreement with reasonable care and skill.
5.2 The Artist represents and warrants to the Label that the Artist:
5.2.1 is the exclusive legal and beneficial owner with full title guarantee, or a properly authorised licensee, of all rights (including but not limited to the Intellectual Property Rights) in and to all Tracks;
5.2.3 will not use the Website other than in accordance with this Agreement;
5.2.4 has not entered into any agreement, contract or undertaking that could in any way prejudice the Label’s ability to perform this Agreement or that would expose the Label to liability for performing the Services in accordance with this Agreement.
6.2 For the avoidance of doubt the Label shall have no liability for the breach of any party’s Intellectual Property Rights arising as a result of the integration of the Website with any software, hardware or material where such breach would not have occurred but for such integration.
6.3 The Label shall not be liable for any loss of goodwill, profits, revenue, contracts, opportunity or for data or any other consequential, incidental, indirect, special or punitive damage, loss or expenses (including but not limited to business interruption) even if it has been advised of their possible existence.
6.4 Nothing in this Agreement shall limit or exclude the liability of either party for death or personal injury caused by its negligence.
7.2 Upon the occurrence of an event of Force Majeure, the Affected Party shall promptly notify the other party in writing of the estimated extent and duration of its inability to perform its obligations. Upon the cessation of the event of Force Majeure, the Affected Party shall promptly notify the other party in writing of such cessation. The Affected Party shall use all reasonable endeavours to mitigate the effect of each event of Force Majeure.
7.3 If following sixty (60) days from the date of notification under Clause 9.2 the event of Force Majeure persists, the unaffected party may forthwith terminate this Agreement by service of notice in writing to the Affected Party.
7.4 Without prejudice to the generality of this Clause 9 neither party shall be in breach of this Agreement for any failure to perform its obligations or observe the provisions of this Agreement where to do so would place such party in breach of any applicable law in force.
8.2 If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
8.3 The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law or otherwise.
8.4 No breach by any party of any provision of this Agreement shall be waived or discharged except with the express written consent of the other party.
8.5 No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver of that right, power or privilege and no single or partial exercise by any party of any right, power or privilege shall preclude any further exercise of that right, power or privilege or the exercise of any other right, power or privilege.
8.6 The parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement.
8.7 This Agreement shall be binding on and endure for the benefit of each party’s successors in title. Neither party shall assign, sub-contract, transfer or otherwise dispose of all or any part of its rights or benefits under this Agreement
NOTE: These terms and conditions cover the upload of your Track(s) to Public Records. Should we want to sign a contract with you to release your music, we will provide you with a standard release contract. If you would like to see what this looks like in advance, feel free to contact us.