CrossoverSoundwaves.com aRTIST Agreement
This Services Agreement is entered into the day any of your songs successfully makes it through a Song Jury process, sanctioned by CROSSOVERSOUNDWAVES.COM (a.k.a., the company) with a 70% or above approval rating. It primarily pertains to those songs. This agreement defines the relationship between CrossoverSoundwaves.com, and the songwriter(s), or independent music group/ label that intend to use this website and its associated services to distribute music.
You are an artist that is a creator/ performer of original independent music. CROSSOVERSOUNDWAVES.COM is a provider and distributor of interactive content to music listeners through various platforms on the Internet and other means.
Here are the Terms and Conditions.
1. Services.
1.1. Once the artist's songs have met the approval criteria established by CROSSOVERSOUNDWAVES.COM to be hosted and sold through the website, CROSSOVERSOUNDWAVES.COM shall provide the services reasonably necessary for the artist to create, produce, administer and manage one or more online areas featuring the artist, including: page copy; artwork and graphical development; creation and placement of all content and content pages; creation and ongoing maintenance of message boards (as available); support and maintenance of the artist’s page; and all online/internet connectivity and hosting services (including the necessary hardware and software). There is no use fee for hosting artist's songs voted onto the site through our Song Jury process to CROSSOVERSOUNDWAVES.COM's website. the standard distribution split for for songs sold through this website is as follows (unless otherwise negotiated and after transaction fees have been taken out): the artist retains 70%, CrossoverSoundwaves.com retains 20% and 10% goes to a charitable 501c3 organization designated by CROSSOVERSOUNDWAVES.COM set up to help families and individuals with problems accessing or sustaining housing.
1.2. Artist Services. Artist agrees to:
1.2.1. Provide CROSSOVERSOUNDWAVES.COM with approved digital audio recordings of original songs in the format specified by CROSSOVERSOUNDWAVES.COM for submission to the Song Jury;
1.2.2. If requested, provide to CROSSOVERSOUNDWAVES.COM relevant graphic images and other materials for use on the website once submitted songs have been voted onto the public acessible part of the site by a 70% approval rating by participating song jurors;
1.2.3 In connection with the services to be rendered by Artist hereunder, Artist hereby agrees that Artist shall not upload, post, email or otherwise transmit any materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, spiritually, ethnically or otherwise objectionable. CROSSOVERSOUNDWAVES.COM reserves the right to remove any of Artist's materials from CROSSOVERSOUNDWAVES.COM's website (although CROSSOVERSOUNDWAVES.COM has no duty to do so).
2. Compensation.
2.1. Download Royalties. Unless other arrangements have been agreed upon, and after e-commerce transaction fees have been taken out, the artist shall be entitled to the following royalties with respect each download of the songs at CROSSOVERSOUNDWAVES.COM's website:
2.1.1. 70% of the remaining transaction amount directly related to the artist’s songs or merchandise containing the artist's music content will go to the artist;
2.1.2. At least 10% of the of the transaction for songs will go to the designated charitable organization;
2.1.3. 20% of the remaining transaction amount of each transaction directly related to the artists songs or will go to CrossoverSoundwaves.com.
2.2. Net Merchandising Proceeds (when available). Unless otherwise specified, the artists shall receive ninety five percent (95%) of the monetary transactions through CROSSOVERSOUNDWAVES.COM's website and designated e-commerce services derived from sales of apparel, equipment, posters, photographs and other merchandise after e-commerce transaction fees are taken out. CROSSOVERSOUNDWAVES.COM shall receive 5% of the transaction. The artist is solely responsible for the condition, shipping and handling of their merchandise.
2.3. No Additional Compensation. Artist understands and agrees that, unless otherwise specified, the compensation set forth in this Section constitutes the full and complete consideration for all services rendered and rights granted hereunder by Artist.
2.4. Payments and Records. Artist's portion of the download revenue for songs sold through the site shall accrue upon receipt by CROSSOVERSOUNDWAVES.COM and shall be payable by CROSSOVERSOUNDWAVES.COM to Artist within thirty (30) days after the end of each calendar quarter during the Term in which such monies shall have accrued; provided that:
2.4.1. CROSSOVERSOUNDWAVES.COM will maintain complete and accurate books and records of the transactions until termination or expiration of this Agreement and for a period of one (1) year thereafter. At Artist's expense and upon reasonable prior notice to CROSSOVERSOUNDWAVES.COM not more frequently than annually, Artist may have a mutually acceptable, nationally recognized independent third party auditor audit such books and records. Any such audit shall be conducted during regular business hours, shall not unreasonably interfere with CROSSOVERSOUNDWAVES.COM's business activities, and shall be subject to CROSSOVERSOUNDWAVES.COM's confidential and security requirements. Such auditor shall only review whether CROSSOVERSOUNDWAVES.COM is properly computing payments due Artist hereunder and be entitled to disclose to Artist the amounts, if any, of any underpayment.
3. License.
3.1. Artist hereby grants to CROSSOVERSOUNDWAVES.COM a nonexclusive license to use, adapt, reproduce, publicly and privately perform and display, modify, publish, distribute, broadcast, transmit, electronically scan, digitize and otherwise make available by any and all means artist's attributes including:
3.1.1. all forms of artist-featured Internet programming, electronic commerce and online content (including, without limitation, web pages, bulletin boards, mailboxes and message boards);
3.1.2. the production and/or distribution of electronic products;
3.1.3. the electronic distribution of artist's songs; and
3.1.4. the marketing, advertising, publicizing and promotion of the artist's songs and any related programming, electronic products or merchandise.
3.2. 'Artist's attributes' means Artist's name, voice, signature (authentic or reproductions), likeness, photograph, picture, image, caricature, unique personal characteristics, nicknames, initials, statistics, biographical information and any and all other references to Artist's persona, personality or preferences and other things associated with the artist's identity.
3.3. In connection with the license granted herein, Artist agrees that during the Term CROSSOVERSOUNDWAVES.COM shall host the web space of Artist on the Services website.
3.4. Artist shall not acquire any right under this Agreement to use, and Artist shall not use CROSSOVERSOUNDWAVES.COM property without prior written consent, which consent CROSSOVERSOUNDWAVES.COM may grant or deny in its sole discretion. 'CROSSOVERSOUNDWAVES.COM property' means any and all copyrights, logos, trademarks, service marks, trade names and/or other intellectual property rights of CROSSOVERSOUNDWAVES.COM. There is no need to ask for consent to promote the Artist’s page hosted by CROSSOVERSOUNDWAVES.COM. This is encouraged by the company.
3.5. All right, title and interest to any materials furnished by CROSSOVERSOUNDWAVES.COM for or in connection with the services rendered or which embody the results and proceeds of services provided by CROSSOVERSOUNDWAVES.COM to the artist, including, but not limited to, ideas, designs, formats, molds, models, creations, properties, recordings, films, photographs and other tangible and intangible materials, shall be, become and remain CROSSOVERSOUNDWAVES.COM's sole and exclusive property during and after the Term. CROSSOVERSOUNDWAVES.COM shall have the full and complete right to copyright and/or trademark said materials. This in no way implies CROSSOVERSOUNDWAVES.COM has exclusive ownership of the Artist's original material or attributes; CROSSOVERSOUNDWAVES.COM owns the products it creates that contain, with the Artist's consent, said materials and attributes.
4. Confidentiality & Publicity Limitations.
4.1. Confidentiality. Artists may, during the course of providing services hereunder or in relation to this Agreement, have access to, and acquire knowledge regarding materials, data, systems, and other information of or with respect to CROSSOVERSOUNDWAVES.COM which may not be accessible or known to the general public. Any knowledge acquired by Artist from such materials, data systems, or information or otherwise through its engagement hereunder shall not be used, published, or divulged by Artist to any person, firm, or corporation or included in any advertising or promotion regarding Artist or the services, or in any manner or connection whatsoever without first having obtained the written permission of CROSSOVERSOUNDWAVES.COM, which permission CROSSOVERSOUNDWAVES.COM may withhold in its sole discretion. An artist specifically agrees that the foregoing confidentiality obligation applies to any information disclosed to the artist in any document identified by CROSSOVERSOUNDWAVES.COM as confidential provided to the artist by CROSSOVERSOUNDWAVES.COM.
5. Representations and Warranties. The artist represents and warrants that:
5.1. they have the right, or have an appointed representative, to enter legally into and fully perform this Agreement and to grant the rights granted or agreed to be granted hereunder;
5.2. the artist shall acquire all rights necessary for the production, distribution, exhibition and exploitation of the songs and all content and information (the songs and all such content and information shall hereinafter be referred to as the 'artist content'¨), provided by artist in any and all media by all manner and means
5.3. all elements of the Artist Content shall be original with Artist, in the public domain or otherwise owned or controlled by Artist and shall not defame any person or entity, or violate any copyright, trademark, service mark, trade name, patent, right of privacy or publicity, or any other rights of any person or entity and is not subject to litigation;
5.4. there is no outstanding contract, commitment or agreement to which Artist is a party or legal impediment of any kind known to Artist which conflicts with this Agreement or might limit, restrict or impair the rights granted to CROSSOVERSOUNDWAVES.COM;
5.5. it shall comply at all times during the Term of this Agreement with all federal, state and local statutes, laws, rules, regulations and ordinances;
5.6. it shall deliver the Artist Content to CROSSOVERSOUNDWAVES.COM free and clear of any liens, claims, charges or encumbrances which would interfere with the use of the Artist Content by CROSSOVERSOUNDWAVES.COMI or derogate from the rights of CROSSOVERSOUNDWAVES.COM under this Agreement, and;
5.7. the artist is responsible to verify all posted content shall be wholly original with the artist and shall not be copied in whole or in part from any other work, unless it’s an original arrangement of a song in the public domain.
6. Indemnification. Artist shall indemnify, defend and hold harmless CROSSOVERSOUNDWAVES.COM from and against all claims, costs, liabilities, judgments, expenses and damages (including reasonable attorney's fees and costs) arising from or related to any breach of any representation or warranty set forth in Section 5.
7. Limitation of Liability. EXCEPT IN CONNECTION WITH A BREACH OF sections 4 and 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE BREACH OF ANY TERM, COVENANT, REPRESENTATION, WARRANTY OR OBLIGATION CONTAINED HERE. THIS DOES NOT APPLY TO COMPENSATIONS RIGHTFULLY OWED THE ARTIST, AS DEFINED BY THE TERMS OF THIS AGREEMENT.
8. Term and Termination.
8.1. Term. Unless sooner terminated in accordance with this Section 8.2. and 8.3., this Agreement shall commence as of the Effective Date and continue in effect for a period of one (1) year (the 'Term'¨). CROSSOVERSOUNDWAVES.COM shall have the right to automatically renew the Term on a year by year basis. The Artist has the right to refuse this extension by notifying CROSSOVERSOUNDWAVES.COM in writing within seven (7) days of the anniversary date of the agreement.
8.2. Termination by CROSSOVERSOUNDWAVES.COM. Without prejudice to any other rights or remedies available to CROSSOVERSOUNDWAVES.COM, CROSSOVERSOUNDWAVES.COM shall have the right, in its sole discretion, to immediately terminate this Agreement upon written notice to Artist in the event of the occurrence of one or more of the following:
8.2.1. Artist breaches any other material term or provision of this Agreement and fails to cure such breach within ten (10) days after CROSSOVERSOUNDWAVES.COM delivers written notice thereof to Artist;
8.2.2. at any time if, in CROSSOVERSOUNDWAVES.COM ‘s sole discretion, Artist’s reputation or actions reflect unfavorably upon CROSSOVERSOUNDWAVES.COM or upon any of CROSSOVERSOUNDWAVES.COM's products or services; or
8.2.3. Artist engages in fraudulent activity in connection with CROSSOVERSOUNDWAVES.COM's website.
8.3. Termination by Artist. Without prejudice to any other rights or remedies available to Artist, Artist shall have the right, in its sole discretion, to immediately terminate this Agreement upon written notice to CROSSOVERSOUNDWAVES.COM in the event of the occurrence of one or more of the following:
8.3.1. CROSSOVERSOUNDWAVES.COM declares bankruptcy; or
8.3.2. CROSSOVERSOUNDWAVES.COM breaches any other material term or provision of this Agreement and fails to cure such breach within ten (10) days after Artist delivers written notice thereof to CROSSOVERSOUNDWAVES.COM.
8.3.3. at any time if, in the artist's sole discretion, CROSSOVERSOUNDWAVES.COM's reputation or actions reflect unfavorably upon the artist or upon any of the artist's products or services; or
8.3.4. CROSSOVERSOUNDWAVES.COM's engages in fraudulent activity in connection with the artist.
8.4. Effects of Termination. CROSSOVERSOUNDWAVES.COM shall pay Artist all payments due hereunder within thirty (30) days of any termination or expiration; provided, however, Artist hereby acknowledges and agrees that if CROSSOVERSOUNDWAVES.COM terminates this Agreement pursuant to the above provisions, Artist automatically shall be deemed to have forfeited the right to such payment. The obligations in this Agreement which are intended by their terms to survive the expiration or termination of this Agreement shall so survive.
9. Other Conditions. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, epidemic, accident, explosion, casualty, act of God, lockout, strike, labor controversy or threat thereof, riot, insurrection, civil disturbance or commotion, boycott, disruption of the public markets, war or armed conflict (whether or not officially declared), sabotage, act of a public enemy, act of terrorism, embargo, delay of a common carrier, the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree; provided that the party relying upon this section shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and shall take all steps reasonably necessary under the circumstances to mitigate the effects of the other conditions upon which such notice is based.
10. Notices. All notices required to be given by the artist shall be in writing and shall be given either by personal delivery, telecopy, scan, facsimile, email or by United States mail, and shall be deemed given hereunder on the date personally delivered, emailed or faxed, or the date two (2) business days after the date mailed if mailed in the United States, or the date five (5) business days after the date mailed if mailed outside of the United States. Until further notice, all such notices shall be sent to:
Attention: Artist Relations
CrossoverSoundwaves.com
PO Box 442 Mount Hermon, CA.
95041
Facsimile Number: 831-335-8395
Email: james@crossoversoundwaves.com
All notices required to be given hereunder by CROSSOVERSOUNDWAVES.COM shall be in writing either by email, personal delivery, telecopy, scan, facsimile, email or by United States mail (postage prepaid), and shall be deemed given hereunder on the date receipt is confirmed if emailed, or the date personally delivered or faxed, or the date two (2) business days after the date mailed if mailed in the United States, or the date five (5) business days after the date mailed if mailed outside of the United States.
11. Assignment. CROSSOVERSOUNDWAVES.COM shall be free to assign this Agreement and its rights hereunder, and to delegate its duties at any time and from time to time, in whole or in part, to any person or entity, and upon such assignment, CROSSOVERSOUNDWAVES.COM shall be released and discharged of and from any and all of its duties, obligations and liabilities arising under this Agreement if such assignment is to: (a) a person or entity into which CROSSOVERSOUNDWAVES.COM merges or is consolidated, (b) a person or entity which acquires all or substantially all of CROSSOVERSOUNDWAVES.COM's business and assets, (c) a person or entity which is controlled by, under common control with, or controls CROSSOVERSOUNDWAVES.COM , or (d) any financially responsible party who assumes in writing the performance and obligations of CROSSOVERSOUNDWAVES.COM hereunder to be performed from and after such assignment. Artist shall have no right under this Agreement to assign his/her rights or to delegate his/her duties at any time in whole or in part.
12. General. This Agreement constitutes the entire agreement between CROSSOVERSOUNDWAVES.COM and Artist in connection with the subject matter hereof and supersedes any and all prior or contemporaneous agreements and understandings (whether written or oral) between the parties and any representatives. Given the unique nature of the services to be provided by Artist, Artist may not assign Artist's obligations or rights hereunder. The terms of this Agreement may be modified, altered or amended at the sole discretion of CROSSOVERSOUNDWAVES.COM, but the if the company modifies this agreement it will endeavor to do so with the input of the participating Artists. Have you considered getting a cup of coffee or some other caffeinated beverage at this point? The failure of any party, in any one or more instances, to insist on performance of any of the provisions of this Agreement, or to exercise any right under this Agreement, shall not be a waiver and
CrossoverSoundwaves.com aRTIST Agreement
This Services Agreement is entered into the day any of your songs successfully makes it through a Song Jury process, sanctioned by CROSSOVERSOUNDWAVES.COM (a.k.a., the company) with a 70% or above approval rating. It primarily pertains to those songs. This agreement defines the relationship between CrossoverSoundwaves.com, and the songwriter(s), or independent music group/ label that intend to use this website and its associated services to distribute music.
You are an artist that is a creator/ performer of original independent music. CROSSOVERSOUNDWAVES.COM is a provider and distributor of interactive content to music listeners through various platforms on the Internet and other means.
Here are the Terms and Conditions.
1. Services.
1.1. Once the artist's songs have met the approval criteria established by CROSSOVERSOUNDWAVES.COM to be hosted and sold through the website, CROSSOVERSOUNDWAVES.COM shall provide the services reasonably necessary for the artist to create, produce, administer and manage one or more online areas featuring the artist, including: page copy; artwork and graphical development; creation and placement of all content and content pages; creation and ongoing maintenance of message boards (as available); support and maintenance of the artist’s page; and all online/internet connectivity and hosting services (including the necessary hardware and software). There is no use fee for hosting artist's songs voted onto the site through our Song Jury process to CROSSOVERSOUNDWAVES.COM's website. the standard distribution split for tips received through our ‘tip jar’ feature in conjuction with this website is as follows (unless otherwise negotiated and after transaction fees have been taken out): the artist retains 70%, 20% goes to a charitable 501c3 organization designated by CROSSOVERSOUNDWAVES.COM set up to help families and individuals with problems accessing or sustaining housing and CrossoverSoundwaves.com retains 10%.
1.2. Artist Services. Artist agrees to:
1.2.1. Provide CROSSOVERSOUNDWAVES.COM with approved digital audio recordings of original songs in the format specified by CROSSOVERSOUNDWAVES.COM for submission to the Song Jury;
1.2.2. If requested, provide to CROSSOVERSOUNDWAVES.COM relevant graphic images and other materials for use on the website once submitted songs have been voted onto the public acessible part of the site by a 70% approval rating by participating song jurors;
1.2.3 In connection with the services to be rendered by Artist hereunder, Artist hereby agrees that Artist shall not upload, post, email or otherwise transmit any materials that are unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, spiritually, ethnically or otherwise objectionable. CROSSOVERSOUNDWAVES.COM reserves the right to remove any of Artist's materials from CROSSOVERSOUNDWAVES.COM's website (although CROSSOVERSOUNDWAVES.COM has no duty to do so).
2. Compensation.
2.1. Download Royalties. Unless other arrangements have been agreed upon, and after e-commerce transaction fees have been taken out, the artist shall be entitled to the following with respect tips received at CROSSOVERSOUNDWAVES.COM's website:
2.1.1. 70% of the remaining tip amount directly related to the tips in the tip jar on the artist’s page will go to the artist;
2.1.2. At least 20% of the of the tips will go to the designated charitable organization;
2.1.3. 10% of the remaining tips will go to CrossoverSoundwaves.com.
2.2. Net Merchandising Proceeds (when available). Unless otherwise specified, the artists shall receive ninety five percent (95%) of the monetary transactions through CROSSOVERSOUNDWAVES.COM's website and designated e-commerce services derived from sales of apparel, equipment, posters, photographs and other merchandise after e-commerce transaction fees are taken out. CROSSOVERSOUNDWAVES.COM shall receive 5% of the transaction. The artist is solely responsible for the condition, shipping and handling of their merchandise.
2.3. No Additional Compensation. Artist understands and agrees that, unless otherwise specified, the compensation set forth in this Section constitutes the full and complete consideration for all services rendered and rights granted hereunder by Artist.
2.4. Payments and Records. Artist's portion tip revenue for songs sold through the site shall accrue upon receipt by CROSSOVERSOUNDWAVES.COM and shall be payable by CROSSOVERSOUNDWAVES.COM to Artist within thirty (30) days after the end of each calendar quarter during the Term in which such monies shall have accrued; provided that:
2.4.1. CROSSOVERSOUNDWAVES.COM will maintain complete and accurate books and records of the tips until termination or expiration of this Agreement and for a period of one (1) year thereafter. At Artist's expense and upon reasonable prior notice to CROSSOVERSOUNDWAVES.COM not more frequently than annually, Artist may have a mutually acceptable, professionally recognized independent third party auditor audit such books and records. Any such audit shall be conducted during regular business hours, shall not unreasonably interfere with CROSSOVERSOUNDWAVES.COM's business activities, and shall be subject to CROSSOVERSOUNDWAVES.COM's confidential and security requirements. Such auditor shall only review whether CROSSOVERSOUNDWAVES.COM is properly computing payments due Artist hereunder and be entitled to disclose to Artist the amounts, if any, of any underpayment.
3. License.
3.1. Artist hereby grants to CROSSOVERSOUNDWAVES.COM a nonexclusive license to use, adapt, reproduce, publicly and privately perform and display, modify, publish, distribute, broadcast, transmit, electronically scan, digitize and otherwise make available by any and all means artist's attributes including:
3.1.1. all forms of artist-featured Internet programming, electronic commerce and online content (including, without limitation, web pages, bulletin boards, mailboxes and message boards);
3.1.2. the production and/or distribution of electronic products;
3.1.3. the electronic distribution of artist's songs; and
3.1.4. the marketing, advertising, publicizing and promotion of the artist's songs and any related programming, electronic products or merchandise.
3.2. 'Artist's attributes' means Artist's name, voice, signature (authentic or reproductions), likeness, photograph, picture, image, caricature, unique personal characteristics, nicknames, initials, statistics, biographical information and any and all other references to Artist's persona, personality or preferences and other things associated with the artist's identity.
3.3. In connection with the license granted herein, Artist agrees that during the Term CROSSOVERSOUNDWAVES.COM shall host the web space of Artist on the Services website.
3.4. Artist shall not acquire any right under this Agreement to use, and Artist shall not use CROSSOVERSOUNDWAVES.COM property without prior written consent, which consent CROSSOVERSOUNDWAVES.COM may grant or deny in its sole discretion. 'CROSSOVERSOUNDWAVES.COM property' means any and all copyrights, logos, trademarks, service marks, trade names and/or other intellectual property rights of CROSSOVERSOUNDWAVES.COM. There is no need to ask for consent to promote the Artist’s page hosted by CROSSOVERSOUNDWAVES.COM. This is encouraged by the company.
3.5. All right, title and interest to any materials furnished by CROSSOVERSOUNDWAVES.COM for or in connection with the services rendered or which embody the results and proceeds of services provided by CROSSOVERSOUNDWAVES.COM to the artist, including, but not limited to, ideas, designs, formats, molds, models, creations, properties, recordings, films, photographs and other tangible and intangible materials, shall be, become and remain CROSSOVERSOUNDWAVES.COM's sole and exclusive property during and after the Term. CROSSOVERSOUNDWAVES.COM shall have the full and complete right to copyright and/or trademark said materials. This in no way implies CROSSOVERSOUNDWAVES.COM has exclusive ownership of the Artist's original material or attributes; CROSSOVERSOUNDWAVES.COM owns the products it creates that contain, with the Artist's consent, said materials and attributes.
4. Confidentiality & Publicity Limitations.
4.1. Confidentiality. Artists may, during the course of providing services hereunder or in relation to this Agreement, have access to, and acquire knowledge regarding materials, data, systems, and other information of or with respect to CROSSOVERSOUNDWAVES.COM which may not be accessible or known to the general public. Any knowledge acquired by Artist from such materials, data systems, or information or otherwise through its engagement hereunder shall not be used, published, or divulged by Artist to any person, firm, or corporation or included in any advertising or promotion regarding Artist or the services, or in any manner or connection whatsoever without first having obtained the written permission of CROSSOVERSOUNDWAVES.COM, which permission CROSSOVERSOUNDWAVES.COM may withhold in its sole discretion. An artist specifically agrees that the foregoing confidentiality obligation applies to any information disclosed to the artist in any document identified by CROSSOVERSOUNDWAVES.COM as confidential provided to the artist by CROSSOVERSOUNDWAVES.COM.
5. Representations and Warranties. The artist represents and warrants that:
5.1. they have the right, or have an appointed representative, to enter legally into and fully perform this Agreement and to grant the rights granted or agreed to be granted hereunder;
5.2. the artist shall acquire all rights necessary for the production, distribution, exhibition and exploitation of the songs and all content and information (the songs and all such content and information shall hereinafter be referred to as the 'artist content'¨), provided by artist in any and all media by all manner and means
5.3. all elements of the Artist Content shall be original with Artist, in the public domain or otherwise owned or controlled by Artist and shall not defame any person or entity, or violate any copyright, trademark, service mark, trade name, patent, right of privacy or publicity, or any other rights of any person or entity and is not subject to litigation;
5.4. there is no outstanding contract, commitment or agreement to which Artist is a party or legal impediment of any kind known to Artist which conflicts with this Agreement or might limit, restrict or impair the rights granted to CROSSOVERSOUNDWAVES.COM;
5.5. it shall comply at all times during the Term of this Agreement with all federal, state and local statutes, laws, rules, regulations and ordinances;
5.6. it shall deliver the Artist Content to CROSSOVERSOUNDWAVES.COM free and clear of any liens, claims, charges or encumbrances which would interfere with the use of the Artist Content by CROSSOVERSOUNDWAVES.COMI or derogate from the rights of CROSSOVERSOUNDWAVES.COM under this Agreement, and;
5.7. the artist is responsible to verify all posted content shall be wholly original with the artist and shall not be copied in whole or in part from any other work, unless it’s an original arrangement of a song in the public domain.
6. Indemnification. Artist shall indemnify, defend and hold harmless CROSSOVERSOUNDWAVES.COM from and against all claims, costs, liabilities, judgments, expenses and damages (including reasonable attorney's fees and costs) arising from or related to any breach of any representation or warranty set forth in Section 5.
7. Limitation of Liability. EXCEPT IN CONNECTION WITH A BREACH OF sections 4 and 5, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE BREACH OF ANY TERM, COVENANT, REPRESENTATION, WARRANTY OR OBLIGATION CONTAINED HERE. THIS DOES NOT APPLY TO COMPENSATIONS RIGHTFULLY OWED THE ARTIST, AS DEFINED BY THE TERMS OF THIS AGREEMENT.
8. Term and Termination.
8.1. Term. Unless sooner terminated in accordance with this Section 8.2. and 8.3., this Agreement shall commence as of the Effective Date and continue in effect as long as it is mutually beneficial for the artist and the company. The Artist has the right to end the realtionship with CROSSOVERSOUNDWAVES.COM and should do so in writing.
8.2. Termination by CROSSOVERSOUNDWAVES.COM. Without prejudice to any other rights or remedies available to CROSSOVERSOUNDWAVES.COM, CROSSOVERSOUNDWAVES.COM shall have the right, in its sole discretion, to immediately terminate this Agreement upon written notice to Artist in the event of the occurrence of one or more of the following:
8.2.1. Artist breaches any other material term or provision of this Agreement and fails to cure such breach within ten (10) days after CROSSOVERSOUNDWAVES.COM delivers written notice thereof to Artist;
8.2.2. at any time if, in CROSSOVERSOUNDWAVES.COM ‘s sole discretion, Artist’s reputation or actions reflect unfavorably upon CROSSOVERSOUNDWAVES.COM or upon any of CROSSOVERSOUNDWAVES.COM's products or services; or
8.2.3. Artist engages in fraudulent activity in connection with CROSSOVERSOUNDWAVES.COM's website.
8.3. Termination by Artist. Without prejudice to any other rights or remedies available to Artist, Artist shall have the right, in its sole discretion, to immediately terminate this Agreement upon written notice to CROSSOVERSOUNDWAVES.COM in the event of the occurrence of one or more of the following:
8.3.1. CROSSOVERSOUNDWAVES.COM declares bankruptcy; or
8.3.2. CROSSOVERSOUNDWAVES.COM breaches any other material term or provision of this Agreement and fails to cure such breach within ten (10) days after Artist delivers written notice thereof to CROSSOVERSOUNDWAVES.COM.
8.3.3. at any time if, in the artist's sole discretion, CROSSOVERSOUNDWAVES.COM's reputation or actions reflect unfavorably upon the artist or upon any of the artist's products or services; or
8.3.4. CROSSOVERSOUNDWAVES.COM's engages in fraudulent activity in connection with the artist.
8.4. Effects of Termination. CROSSOVERSOUNDWAVES.COM shall pay Artist all payments due hereunder within thirty (30) days of any termination or expiration; provided, however, Artist hereby acknowledges and agrees that if CROSSOVERSOUNDWAVES.COM terminates this Agreement pursuant to the above provisions, Artist automatically shall be deemed to have forfeited the right to such payment. The obligations in this Agreement which are intended by their terms to survive the expiration or termination of this Agreement shall so survive.
9. Other Conditions. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, epidemic, accident, explosion, casualty, act of God, lockout, strike, labor controversy or threat thereof, riot, insurrection, civil disturbance or commotion, boycott, disruption of the public markets, war or armed conflict (whether or not officially declared), sabotage, act of a public enemy, act of terrorism, embargo, delay of a common carrier, the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree; provided that the party relying upon this section shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and shall take all steps reasonably necessary under the circumstances to mitigate the effects of the other conditions upon which such notice is based.
10. Notices. All notices required to be given by the artist shall be in writing and shall be given either by personal delivery, telecopy, scan, facsimile, email or by United States mail, and shall be deemed given hereunder on the date personally delivered, emailed or faxed, or the date two (2) business days after the date mailed if mailed in the United States, or the date five (5) business days after the date mailed if mailed outside of the United States. Until further notice, all such notices shall be sent to:
Attention: Artist Relations
CrossoverSoundwaves.com
PO Box 442 Mount Hermon, CA.
95041
Facsimile Number: 831-335-8395
Email: james@crossoversoundwaves.com
All notices required to be given hereunder by CROSSOVERSOUNDWAVES.COM shall be in writing either by email, personal delivery, telecopy, scan, facsimile, email or by United States mail (postage prepaid), and shall be deemed given hereunder on the date receipt is confirmed if emailed, or the date personally delivered or faxed, or the date two (2) business days after the date mailed if mailed in the United States, or the date five (5) business days after the date mailed if mailed outside of the United States.
11. Assignment. CROSSOVERSOUNDWAVES.COM shall be free to assign this Agreement and its rights hereunder, and to delegate its duties at any time and from time to time, in whole or in part, to any person or entity, and upon such assignment, CROSSOVERSOUNDWAVES.COM shall be released and discharged of and from any and all of its duties, obligations and liabilities arising under this Agreement if such assignment is to: (a) a person or entity into which CROSSOVERSOUNDWAVES.COM merges or is consolidated, (b)
