| This Artist Agreement ("Agreement") is made and entered into between TreyKo Media Marketing, LLC., d/b/a Sound Load Music (hereafter "Sound Load Music", "we", "our" or "us"), and you ("you" or your" means the person that accepts this Agreement), and is effective as of the date you complete the following (the "Effective Date"): 1.)You provide complete and accurate information, as requested in the "Artist Information" form, to Sound Load Music, and 2.)You check the box acknowledging that you have read and accept the terms and conditions of this Agreement during the account sign-up process. 1. General. This Agreement applies to your use of website hosting, content distribution and customizable download cards (the "Services") offered by Sound Load Music. All Services offered are subject to availability prior to signing up and during the Term of this Agreement. 2. Term and Termination. 2.1 This Agreement will apply as long as the Artist Material is Submitted to Sound Load Music (the "Term") or until terminated, as provided herein. "Artist Material" shall include, but is not limited to, artwork, graphics, images, photographs, songs, recordings, lyrics, charts, videos, liner notes, biographical material and metadata. Artist Material is "Submitted" to Sound Load Music by uploading it to your designated website space (the "Artist Account") located on the Sound Load Music Website, which is the website located at http://www.soundloadmusic.com, or such other URL as Sound Load Music may designate. 2.2 You may end this Agreement at any time by following instructions provided in your Artist Account. 2.3 You agree that Sound Load Music, in its sole discretion, may terminate or restrict your use or access to your Artist Account and/or the Sound Load Music Website (or any part there of) for any reason, including, without limitation, that Sound Load Music believes you have violated or acted inconsistently with the letter or spirit of this Agreement, or terms, conditions or policies contained within the Sound Load Music Website. 2.4 Certain provisions of this Agreement, such as your warranties and indemnities, may still apply even after the end of the Term or termination. 3. Territory. The territory of this Agreement is the universe (the "Territory"). When used in this Agreement, with respect to Artist Material, Territory shall include the country or countries where one (1) or more of the Artist Material is designated in your Artist Account as being licensed and available for sale and exploitation. 4. Artist Warranties and Obligations. By offering Artist Material for distribution under this Agreement, you warrant and represent the following: 4.1 You are at least eighteen (18) years old, and you can legally accept this Agreement and can comply with all of the Agreement's requirements. You also agree that Sound Load Music (or a third party designated by us) can confirm your identity and verify any other information you provide to Sound Load Music anytime including all of the information in the Artist Information form, and other forms that are submitted by you from time to time. Sound Load Music agrees that we will only use your information in compliance with U.S. law and Sound Load Music's then-current privacy policy which is listed at http://soundloadmusic.com/legal or elsewhere. 4.2 You are the sole author of the Artist Material and/or have secured all rights in the Artist Material necessary to grant the license rights hereunder and to permit the lawful exercise of the rights hereunder, including all cover songs, samples, excerpts, recordings, lyrics, rhythms, melodies, photographs, images, graphics and videos, without Sound Load Music having to pay any royalties, compulsory license fees, residuals or any other payments and with you solely responsible and liable for all such permissions and payments. 4.3 The Artist Material and any thing else submitted or posted by you does not infringe the copyright, trademark, publicity rights, common law rights, or any other rights of any third party or is otherwise illegal, threatening, obscene, scandalous, inflammatory, an invasion of privacy, defamatory, profane, pornographic or constitute any tort injury to any third party or give rise to any civil or criminal liability under the law. 4.4 You are responsible for correctly labeling all Artist Material that contains explicit content in accordance the appropriate entertainment guidelines, including the RIAA Parental Advisory Program Guidelines, which can be found at http://www.riaa.com/issues/parents/advisory.asp. Other guidelines are posted at the Federal Trade Commission Entertainment Ratings website, which can be found at http://www.ftc.gov/bcp/ conline/edcams/ratings/ratings.htm. Failure to provide appropriate labeling could result in the re-labeling of Artist Material, removal of Artist Material and/or termination of your account without notice. 4.5 YOU CURRENTLY ARE NOT BOUND BY AN EXCLUSIVE AGREEMENT WITH ANY COMPANY, INCLUDING A RECORD COMPANY, THAT WOULD PROHIBIT OR LIMIT YOUR ABILITY TO ENTER INTO THIS AGREEMENT AND YOU DO NOT REQUIRE THE PERMISSION OF ANY OTHER PARTY TO ENTER INTO THIS AGREEMENT. You shall provide Sound Load Music with immediate Notice if you enter into an exclusive agreement with any company or for the distribution of the Artist Material. 4.6 You are solely responsible for encoding media files, uploading content to the Sound Load Music Website, maintaining your Artist Account, and categorizing your music, videos, images and other content included in the Artist Material. 4.7 You are responsible for designating a minimum of one (1) media file from your Artist Material as Featured Media. Designating a media file as "Featured Media" means that customers shall be able to download your Featured Media using both Sound Load Music Cards purchased from you as well as Sound Load Music Cards purchased from other parties. The term "Sound Load Music Cards" means customizable cards (physical and online) that provide customers with credits redeemable on the Sound Load Music Website for content, such as your Artist Material. 4.8 If the person signing this Agreement is a member of a group artist, that person understands and agrees that the undertakings, representations, warranties and indemnities under this Agreement are made on behalf of each member of the group artist, and that you are authorized to enter into this Agreement on behalf of such group artist. If you accept this Agreement, you represent and warrant to Sound Load Music that you have obtained any and all consents, permissions or other approvals of the other members of such group artist and they have authorized you to enter into this Agreement on their behalf and to fulfill all of the obligations in the Agreement in the name(s) of each member of such group artist. 5. Non- Exclusive License. For the purpose of promoting your Artist Materials and in order to provide the Services under this Agreement you hereby authorize and grant Sound Load Music the non-exclusive right and license throughout the Territory to do the following (the "Use"): 5.1 Copy and store Artist Material on one or more servers, or cause Sound Load Music's agents to do the same, for the purpose of offering Digital Audio Transmissions, Digital Phonorecord Deliveries and otherwise reproduce, deliver, publish, duplicate, perform (publicly and privately), and display (publicly and privately) Artist Material via the Sound Load Music Website ("Electronic Distribution"), including the right to create and make so-called "preview clips" of Artist Material and encode and transcode Artist Material into any format, any platform, any technology and any bit rate, all as presently known or to be developed; 5.2 Reproduce, deliver, publish, duplicate, perform (publicly and privately), and display (publicly and privately) Artist Material, or cause to do the same, on Sound Load Music Cards; and 5.3 Use, reproduce, deliver, publish, duplicate, perform (publicly and privately), and display (publicly and privately) Artist Material and to use your name and likeness, voice, biographical material, logos, trademarks, photographs, symbols, emblems, designs, and any other visual representation of you, and any other individuals performing or otherwise represented in the Artist Material, or cause to do the same, for the purpose of promoting, marketing and/or advertising you, the Artist Material, Sound Load Music or the Sound Load Music Website. 6. Payment and Taxes. 6.1 In full consideration of all Payments due you, Sound Load Music shall pay you out of Net Revenues actually received by Sound Load Music (the "Payments"). The term "Net Revenues" means gross revenue actually received by Sound Load Music from all Sales of the Artist Material, adjusted for allowances, refunds, recredits, bad debt, overhead, shipping and handling, taxes of any kind and other third party fees that may be required by contract or the Copyright Act, if any. All Payments shall be made as follows: 6.1.1 For Sound Load Music Cards sold directly to you, Sound Load Music shall owe no Payments to you. 6.1.2 For each Sound Load Music Card sold via the Sound Load Music Website, you shall receive Payments for each Sound Load Music Card sold in accordance with the Payment Schedule provided in your Artist Account. 6.2 The Payments due you under this Agreement, if any, shall include all compensation, including, but not limited to, mechanical and performance royalties for underlying musical works and sound recordings due you, individual producers, the performers, engineers, photographers, graphic designers, directors, talent and any other persons engaged in connection with the Artist Material. You hereby waive any right to any compensation, other than the Payments, including, but not limited to, synchronization, mechanical and/or performance royalties in connection with Electronic Distribution and any Use hereunder. You will be solely responsible for payment of all above stated royalties and will indemnify Sound Load Music and hold Sound Load Music harmless against any and all losses, damages costs (including reasonable attorneys' fees and court costs) or claims made by any parties resulting from the Use hereunder. You are responsible to make these payments, if any, at all times. 6.3 Other than taxes based on Sound Load Music's net income, you will pay any and all applicable foreign, federal, state and local taxes, including without limitation, all use, sales, value-added, surcharges, excise, license, privilege or other similar taxes, levies, surcharges, duties, fees, or other tax-related surcharges imposed by governments related to the Use of the Artist Material, whether charged to Sound Load Music or you. 7. Sound Load Music's Obligations. 7.1 Prior to the Artist Material being Submitted to the Sound Load Music Website, you must successfully complete the Sound Load Music application (including verification of your identity and the information you provided in the Artist Information form) and accept the terms and conditions of this Agreement ("Account Activation"). Following your Account Activation you can access your Artist Account and the Services. You and only those you authorize can access the Artist Account. The Artist Account is password protected, so you agree that you, not Sound Load Music, are responsible for the security of your password. 7.2 Sound Load Music shall have no duties concerning the marketing or promotion of the Artist Material or you. Notwithstanding the foregoing, Sound Load Music in its sole discretion, shall be permitted to promote, market, and advertise the Artist Material and you without limitation and without compensation, other than Payments. 7.3 All pricing, rates and Services are subject to change for any reason upon thirty (30) days Notice. Sound Load Music will use reasonable efforts to notify you of any planned changes to Sound Load Music's network that affect the Services provided herein. Sound Load Music will not be responsible if any changes in Services or the network cause the Artist Material to become obsolete, require modification or alteration, or otherwise affect performance of such Artist Material. Further, Sound Load Music may modify or suspend Service as necessary to comply with any law or regulation as reasonably determined by Sound Load Music. In the event that it becomes necessary to relocate the Artist Material to another website or to another server, you agree to cooperate in good faith with Sound Load Music to facilitate such relocation. 8. Indemnification and Disclaimer. 8.1 You shall indemnify, hold harmless and defend Sound Load Music and its employees, officers, directors and agents from any and all costs, liabilities, losses, damages and expenses arising out of any claims, actions, suits or proceedings of any kind from any third party claim relating to: (i) a breach of your warranties and/or duties under this Agreement, (ii) any claim for royalties and/or infringement of copyright, trademark, patent or other intellectual property rights, (iii) any third party claim arising out of your conduct or representations under this Agreement, (iv) damage to real or tangible personal property caused by the negligence or willful misconduct of you, (v) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity, (vi) spamming, or any other offensive, harassing or illegal conduct or violation of the Website Terms of Use and any other Sound Load Music policy posted on the Sound Load Music Website, and (vii) any other damage arising from this Agreement or your use of the Sound Load Music Website and Sound Load Music Cards. Further in the event that a third party infringement claim is brought, Sound Load Music shall have no obligation hereunder to defend or protect your actual or alleged interest in copyrights, trademarks or other property. 8.2 Sound Load Music represents that it maintains agreements with carriers for Internet connectivity at all times during the Term. Sound Load Music does not and cannot control connectivity, or the flow of data to or from Sound Load Music's equipment and facilities or other portions of the Internet. Such connectivity depends in large part on the performance of Internet or access services provided or controlled by third parties. At times, actions or inactions caused by these or other third parties can produce situations in which your connections to the Internet (or portions thereof) may be impaired, interrupted or disrupted. Although Sound Load Music will use commercially reasonable efforts to take actions it deems appropriate to remedy and avoid such events, Sound Load Music cannot guarantee that they will not occur. Accordingly, Sound Load Music shall not be liable for such events. 8.3 You acknowledges and agree that Sound Load Music exercises no control over, and accepts no responsibility for, the content of the information passing through the Sound Load Music Website or the Internet. You assume responsibility for your use of the Services or software provided by Sound Load Music, if any, and the Internet. You understand and agree further that the Internet contains materials some of which are socially inappropriate or may be offensive, and is accessible by persons who may attempt to breach the security of the Sound Load Music Website, your Artist Account and/or the Artist Material. Sound Load Music has no control over and expressly disclaims any liability or responsibility whatsoever for such materials or actions. The Sound Load Music Website and Services are provided "as is" and you use and access the Services at your own risk. Sound Load Music is not liable for the content of any data transferred either to or from you or stored by you or any customer via the Services provided by Sound Load Music. 8.4 You shall remain solely and exclusively responsible for the control, operation and security of your transactions and communications made through your Artist Account and the Sound Load Music Website, including, but not limited to, your posting of personal information and unencrypted content. You agree that (i) Sound Load Music is not responsible for the control, operation and security of your transactions and communications, and (ii) the Internet is not a secure medium, may be inherently unreliable and subject to interruptions or disruptions and may be subject to inadvertent or deliberate breaches of your security. 8.5 Sound Load Music is not responsible for any incorrect or inaccurate content, links or other information posted on the Sound Load Music Website, whether caused by you, users of the Sound Load Music Website or by any of the equipment or programming associated with or utilized in the Sound Load Music Website and Services. 9. Limitation of Liabilities. 9.1 Other than the Payments stated herein, Sound Load Music shall have no obligation to provide to you any kind of compensation. 9.2 Sound Load Music shall be permitted, in its sole discretion, to remove any/all Artist Material from the Sound Load Music Website at anytime and without notice to you. Sound Load Music shall have no duty to activate your Artist Account and/or post the Artist Material or you on the Sound Load Music Website. 9.3 Sound Load Music will not be liable for any damages of any kind arising out of or relating to the use or the inability to use your Artist Account, the Sound Load Music Website, the related content or links, including but not limited to damages caused by or related to errors, omissions, interruptions, loss of Artist Material, loss of use of Artist Material, LOST REVENUE, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, defects, delay in operation or transmission, computer virus, line failure, and all other direct indirect, consequential, special, incidental, punitive, exemplary or consequential damages even if Sound Load Music has been advised of the possibility of such damages. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Notwithstanding the foregoing, Sound Load Music's total liability to you for all losses, damages, and causes of action, including but not limited to those based on contract, tort or otherwise, arising out of your use of your Artist Account and/or the Sound Load Music Website, the related content or links, shall not exceed the amount you paid FOR THE SERVICES. 10. Privacy Policy and Website Terms of Use. 10.1 Sound Load Music's collection and use of personally identifiable information about you is subject to our Privacy Policy. For more information, see our full privacy policy for the Sound Load Music Website by clicking the link at the bottom of the page or at: http://www.soundloadmusic.com/legal. Your personally identifiable information that you submit to us shall be treated in accordance with our Privacy Policy. 10.2 Sound Load Music provides your Artist Account and the Sound Load Music Website to you, subject to our Website Terms of Use, which may be updated from time to time without notice to you. You can review the most current version of the Website Terms of Use by clicking the link at the bottom of this page or at: http://www.soundloadmusic.com/legal. 11. Miscellaneous. 11.1 All Notices permitted or required under this Agreement shall be in writing and shall be delivered as follows (i) by email, (ii) by U.S. Mail, (iii) by facsimile transmission, or (iv) by certified or registered mail, return receipt requested, five days after deposit in the mail. Sound Load Music may also provide notices of changes to the Terms of Service, Privacy Policy or other matters by displaying notices or links to notices to you generally on the Sound Load Music Website. 11.2 The failure of Sound Load Music to require performance of you of any provision herein shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by Sound Load Music of a breach of any provision hereof be taken or held to be a waiver of the provision itself. 11.3 In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law or applicable court decisions. 11.4 The relationship between Sound Load Music and you is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties or to allow either party to bind the other or incur any obligation on its behalf. 11.5 You represent and agree that you have read this Agreement, understand its terms and understand that you have the right to consult counsel of choice to assist in your review of this Agreement and you have either done so or knowingly waived the right to do so. 11.6 Sound Load Music may freely assign this Agreement without your prior consent and all of Sound Load Music's rights, title and interest herein shall inure to the benefit of such assignee, its successors and assigns. You may not assign this agreement without the prior written consent of Sound Load Music, and any attempt to do so without that consent will be void. This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns. 11.7 This Agreement, together with the Website Terms of Use, the Privacy Policy and any other legal notices published by Sound Load Music on the Sound Load Music Website, supersedes any prior or contemporaneous agreement or understanding, whether written or oral, and any other communication between you and Sound Load Music relating to the subject matter of this Agreement and constitutes the entire agreement between you and Sound Load Music. Sound Load Music reserves the right to amend, modify or change the terms of this Agreement at any time by providing notice in your Artist Account, and it is your responsibility to review these terms for any changes. 11.8 Sound Load Music will not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, earthquake, or other acts of God, strike or other labor disturbance, cable cuts, interruption of or delay in transportation, unavailability of or interruption or delay in power supply, telecommunications or third party services, failure of third party software or hardware, inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services ("Force Majeure"). 11.9 The headings that are made in this Agreement are provided for the purpose of convenience only and shall not be construed in interpreting the provisions contained in this Agreement. 11.10 This Agreement shall be construed under the internal laws of the State of Alabama applicable to agreements to be performed wholly therein without regard to conflict of law principles, and both parties agree that only the Alabama Courts shall have jurisdiction over this Agreement and any controversies arising out of this Agreement shall be brought by the parties to the state or federal courts of the State of Alabama, County of Coffee, and each party hereby grants sole and exclusive jurisdiction to such court(s) and to any appellate courts having jurisdiction over appeals from such court(s). BY CHECKING THE BOX BELOW (AS PROVIDED DURING THE ACCOUNT SIGN UP PROCESS) YOU ACKNOWLEGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT, THE WEBSITE TERMS OF USE AND PRIVACY POLICY AND AGREE AND ACCEPT THESE TERMS. |