RecordDeal.com: Major Label Record Deals, Indie Label Record Deals, Joint Ventures, Publishing, Songwriting, TV & Film Placement

Terms and Conditions
If you accept this Agreement by signing up for an account, it shall constitute the agreement by which you (hereinafter referred to as "ARTIST") authorize RecordDeal.com (as defined below) to use the Materials (defined below) as discussed herein. WHEREAS, RecordDeal.com desires to deliver downloads of ARTIST's sound recording; WHEREAS, ARTIST is willing to allow the delivery permanent downloads of certain ARTIST sound recordings in exchange for RecordDeal.com's obligations herein; NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, RecordDeal.com and ARTIST ("Parties") hereby agree as follows: 1. Definitions. (a) "RecordDeal.com" or "we" means RecordDeal.com, and its successors, assigns, agents, distributors and licensees. (b) "Materials" means any of the following provided by you to RecordDeal.com now or in the future, whether by delivery of physical or electronic copy to RecordDeal.com or uploaded by you to the RecordDeal.com Web site: (a) sound recordings and/or audiovisual works of your vocal and musical performances (whether performed by you alone or otherwise); (b) the musical compositions (including lyrics) embodied in such recordings, audiovisual works or other works; (c) multimedia works provided by you to RecordDeal.com, and (d) your name(s) (legal and professional), trademarks, trade names, likenesses, photographs, biographical materials and all other graphic and/or textual materials. "You" means you and your artist, band or music label and your successors, assigns, agents, distributors and licensees. (c) "Content File" means each digital file containing a single-track sound recording or multi-track album of ARTIST Content, applicable Artwork (if any, parental advisory notices (if any), copyright notices (if any), videos (if any, provided by ARTIST and used by RecordDeal.com at ARTIST'S discretion), and associated metadata, e.g., core track data and editorial content data (if any). (d) "MP3 File(s)" means copies of ARTIST Content in digital form which RecordDeal.com may distribute to record labels pursuant to the terms and conditions of this Agreement. (e) "ARTIST Content" means sound recordings owned or controlled by ARTIST that are provided by or on behalf of ARTIST, and in which ARTIST has cleared the necessary rights to authorize electronic submission and sound recording performances by RecordDeal.com pursuant to the terms of this Agreement, including but not limited to sound recordings in the form of (i) single-track sound recordings, and (ii) multi-track albums. (f) The RecordDeal.com Digital Rights Management system(s) is in effect as of the Effective Date files(s) are delivered to record labels pursuant to this Agreement. (g) "Term" means the time period from the date that ARTIST accepts the terms of this Agreement until such time as the Agreement is terminated in writing by either of the parties. 2. Authorization. (a) Subject to the terms of this Agreement, ARTIST hereby appoints RecordDeal.com as a distributor of File(s). Accordingly, ARTIST hereby grants a non-exclusive right to RecordDeal.com, during the Term and for a period of two (2) years thereafter, to: a. reproduce and convert ARTIST Content delivered by ARTIST or by ARTIST'S representative designated by ARTIST in writing into MP3 Files; b. create and deliver MP3 Files including Clips and Full Files for the purposes of promoting ARTIST MP3 Files to record labels. These MP3 Files may or may not include contributions from many different ARTISTS; c. promote, distribute, and electronically fulfill and deliver MP3 Files and associated metadata to record labels; d. display and electronically fulfill and deliver Artwork for personal use solely in conjunction with the applicable record label reviewed MP3 Files; and e. use ARTIST Content, Artwork and metadata as may be reasonably necessary or desirable for RecordDeal.com to exercise RecordDeal.com's rights under the terms of this Agreement. f. publicly perform Artist Content via RecordDeal.com Terrestrial & Internet Radio and syndicate to 3rd party Terrestrial & Internet radio. (b) RecordDeal.com shall not be authorized to exploit ARTIST Content or Artwork in any manner or form not expressly authorized herein. Nothing in this Agreement shall be construed to prevent ARTIST from marketing or selling ARTIST Content or Artwork by any means. Nothing herein shall obligate RecordDeal.com to actually exercise its rights under this Agreement. (c) Except for a special circumstances, such as an exclusive, limited-time promotion for a particular ARTIST sound recording, or for a reason beyond ARTIST'S control, ARTIST shall otherwise make all MP3 Files available to RecordDeal.com hereunder for submission delivery only to the record label designated by the ARTIST in "single" format and in a multi-track "album" format. RecordDeal.com may deliver the audio files to the ARTIST's designated record label for commercial purpose of this Agreement and otherwise in accordance with RecordDeal.com's then-current Song Distribution business practices. (d) Except as set forth in Section 2(a)(ii) or elsewhere herein, RecordDeal.com will not edit, change or alter any of the ARTIST Content or Artwork without ARTIST'S prior written consent, provided that RecordDeal.com may modify metadata as reasonably necessary to correct errors or to append subgenres or like information for artist and track categories. 3. ARTIST Obligations. (a) ARTIST hereby warrants and represents that all sound recordings and artwork are available for use by RecordDeal.com hereunder. (b) Except in connection with special promotions, ARTIST shall make Content Files and/or Compact discs for each ARTIST Content available to RecordDeal.com no later than when ARTIST first authorizes such ARTIST Content as available for distribution by similarly situated licensees. (c) ARTIST or a third party designated by ARTIST in writing and approved by RecordDeal.com, shall commence delivery of Content Files as soon as reasonably possible after the Opt-Out Period, and for just cleared ARTIST Content or new releases, no later than when ARTIST first makes such ARTIST Content publicly available by any electronic means; provided, however, that any failure to so deliver ARTIST Content shall not constitute breach hereunder. 4. RecordDeal.com Obligations. (a) RecordDeal.com shall condition delivery of MP3 Files upon an end user's acknowledgement of terms of use for such MP3 Files ("Acceptable Use Policy") and Terms of Sale, which Acceptable Use Policy and Terms of Sale shall be no less restrictive than the Content Usage Rules, and shall state that the sale of MP3 Files does not transfer to record label any commercial or promotional use rights in the MP3 Files. (b) Subject to Section 4, RecordDeal.com shall be responsible for all costs associated with RecordDeal.com's Fulfillment Activities. (c) If there is a change of circumstance during the Term as a result of which ARTIST reasonably believes that it does not have, or no longer has, the rights necessary to authorize RecordDeal.com to use any ARTIST Content or Artwork as provided for herein, or ARTIST reasonably believes that RecordDeal.com's continued delivery of any ARTIST Content or Artwork will substantially harm ARTIST'S relations, or violates the terms of any of ARTIST'S agreements, with any applicable copyright owner, artist, producer or distributor, then ARTIST shall have the right to withdraw, upon written notice to RecordDeal.com's designated representative, authorization for the distribution of such ARTIST Content or Artwork. Following such withdrawal, RecordDeal.com shall cease to offer such ARTIST Content or Artwork for delivery within three (5) business days after RecordDeal.com's receipt of such notice of withdrawal, and ARTIST shall use commercially reasonable efforts to clear such withdrawn ARTIST Content or Artwork and shall promptly notify RecordDeal.com if and when such ARTIST Content has been cleared and is again authorized for delivery by RecordDeal.com to record labels. ARTIST shall not withdraw ARTIST Content if such ARTIST Content is still being made available by ARTIST to any other provider of digital downloads. 5. Parental Advisory. At such time RecordDeal.com offers the ability to display parental advisories warning about a particular sound recording in the MP3 File, RecordDeal.com shall conspicuously display such parental advisory when other information about such recording is displayed. ARTIST shall be responsible for determining parental advisory warning status. 6. Receipt of Song Review. (a) RecordDeal.com shall send the song review content text to the ARTIST's "messages" inbox at the completion of such review by the selected record label. (b) RecordDeal.com shall provide the ARTIST with a notice of review completion via email. 7. Names and Likenesses; Promotional Use and Opportunities. (a) RecordDeal.com may use the names and likenesses of, and biographical material concerning, any MP3 Files artists, bands, producers and/or songwriters, as well as track and/or album name, and Artwork, in any RecordDeal.com marketing materials for the promotion and advertising of the applicable MP3 Files which is offered for delivery to record labels under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an information fashion, such as textual displays or other information passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the authorized exploitation of application MP3 Files). Further written approval of ARTIST shall be required if endorsement of RecordDeal.com, or RecordDeal.com products. (b) RecordDeal.com shall have the unrestricted right to market, promote and submit sound recordings available for delivery to record labels as it determines in its discretion. Without limiting the foregoing, RecordDeal.com shall have the right to determine which sound recordings, irrespective of any particular record company or label affiliation, would further the commercial purpose of the RecordDeal.com record label submission system, and to promote such sound recordings more than others. 8. Copyright Notices; Ownership. As between the Parties, all rights, title and interest in and to (i) the ARTIST Content, (ii) the MP3 files, excluding the Security Solution, (iii) the Clips, (iv) all copyrights and equivalent rights embodied therein, and (v) all materials furnished by ARTIST, except as to any rights of RecordDeal.com (whether preexisting or under this Agreement), shall remain the property of ARTIST, it being understood that under no circumstances shall RecordDeal.com have any lesser rights than it would have as a member of the public. 9. Press Release. Without limiting the provisions of Section 13, neither Party shall make or issue any public statement or press release regarding this Agreement or its subject matter without prior written approval from the other Party, not to be unreasonably withheld or delayed. 10. Data Protection (a) Despite anything to the contrary, in the event that RecordDeal.com receives notice of a security breach of the servers or network components that store ARTIST Content or Artwork on RecordDeal.com such that unauthorized access to ARTIST Content or Artwork becomes available via the RecordDeal.com record label submission system, then RecordDeal.com will disable the ability to deliver MP3 Files embodying ARTIST Content and Artwork within twenty-four (24) hours following RecordDeal.com's receipt of notice thereof, which shall be RecordDeal.com's sole obligation and ARTIST'S sole remedy from RecordDeal.com in the event of such a security breach. (b) ARTIST Content in RecordDeal.com's control or possession shall reside solely on a network server, workstation or equivalent device owned or controlled by RecordDeal.com, located in the U.S.A. (for that portion of the Territory within the U.S. and Canada), and shall be secured with restricted access. 11. Record-Keeping and Audit (a) RecordDeal.com shall maintain and keep complete and accurate books and records concerning the Song Review content during the Term and for a period of two (2) years thereafter. (b) Upon reasonable advance written notice (in no event less than thirty (30) days), during the Term and for up to twenty-four (24) months thereafter (the "Audit Period"), ARTIST, at ARTIST's sole expense, may appoint an independent certified public accountant not then engaged in any audit of RecordDeal.com or ARTIST to audit applicable books and records of RecordDeal.com at RecordDeal.com's principal place of business in the U.S.A. for the sole purpose of verifying the delivery of files. Such audit shall take place during regular business hours, and shall not occur more than once during any twelve (12) month period. The certified public accountant shall not be engaged on a contingency fee basis and must sign and deliver to RecordDeal.com a confidentiality agreement in a form acceptable to RecordDeal.com that protects RecordDeal.com's confidential information no less than the terms of this Agreement and no less than ARTIST protects its own similar information. ARTIST may audit information contained in a particular statement only once, and no audit shall be allowed or conducted for a period spanning less than six (6) months. If any discrepancy is uncovered during any such audit, which error is in RecordDeal.com's favor, RecordDeal.com shall promptly pay the amount of such discrepancy. (c) ARTIST shall be deemed to have consented to all accountings rendered by RecordDeal.com hereunder, and said accountings shall be binding upon ARTIST and shall not be subject to any objection by ARTIST for any reason unless specific objections are provided to RecordDeal.com in writing during the Audit Period. ARTIST agrees that RecordDeal.com's books and records contain "Confidential Information" (as defined below). 12. Termination and Effect of Termination. (a) Either party shall have the right to terminate this Agreement prior to the expiration of the Term in the event that the other party (i) becomes insolvent, (ii) files a petition in bankruptcy, (iii) makes an assignment for the benefit of creditors, or (iv) breaches any material representation, obligation or covenant contained herein, unless such breach is cured prospectively, no later than thirty (30) days from the date of receipt of notice of such breach, or if not able to be so cured, then resolved to the other party's satisfaction, not to be unreasonably withheld. (b) Sections 1, 4, 6b, 8, 10b, 11, 13, 14, 15, 16, 17, and 18 shall remain in full force and effect following the expiration or earlier termination of this Agreement. The expiration or earlier termination of this Agreement shall not relieve ARTIST or RecordDeal.com of its respective obligations to make any payments with respect to the sale of MP3 Files in the periods prior to such expiration or termination (and the associated accounting) in accordance with this Agreement. (c) Upon the expiration or earlier termination of this Agreement, all ARTIST Content, MP3 Files, Clips, and Artwork in RecordDeal.com's possession or control shall be promptly deleted or destroyed, excluding any archival copies maintained in accordance with RecordDeal.com's standard business practices or required to be maintained by applicable law, rule or regulation. 13. Indemnification and Limitation of Liability. (a) RecordDeal.com will indemnify and hold harmless, and upon ARTIST'S request, defend, ARTIST and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation of RecordDeal.com under this Agreement; (ii) any use by RecordDeal.com of the ARTIST Content or Artwork in breach of this Agreement; or (iii) any claim that the technology used by RecordDeal.com in the Fulfillment Activities infringes the intellectual property rights of another party. RecordDeal.com will reimburse ARTIST and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Section 13, provided that ARTIST obtains RecordDeal.com's written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned. ARTIST shall promptly notify RecordDeal.com of any such claim, and RecordDeal.com may assume control of the defense of such claim. ARTIST shall have the right, at its expense, to participate in the defense thereof under RecordDeal.com's direction. (b) ARTIST will indemnify and hold harmless, and upon RecordDeal.com's request, defend, RecordDeal.com and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation of ARTIST under this Agreement; or (ii) any claim that a sound recording or ARTIST Content, Artwork, metadata or any other materials provided or authorized by or on behalf of ARTIST hereunder or RecordDeal.com's use thereof violates or infringes the rights of another party. ARTIST will reimburse RecordDeal.com and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 13, provided that RecordDeal.com obtains ARTIST's written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned. RecordDeal.com shall promptly notify ARTIST of any such claim, and ARTIST may assume control of the defense of such claim. RecordDeal.com shall have the right, at its expense, to participate in the defense thereof under ARTIST's direction. (c) EXCEPT PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL ANY PARTY BE LIABLE TO ANOTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. (d) NO WARRANTY OR TERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE ARTIST FILES, MP3 FILES, OR ANY ELEMENTS OF THE FOREGOING IS GIVEN TO, OR SHOULD BE ASSUMED BY ARTIST OR RecordDeal.com (AS THE CASE MAY BE), AND ANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED. (e) The ARTIST shall not under any circumstance, directly contact any record label A&R regarding the content, performance or completion of a SONG REVIEW provided on RecordDeal.com. Such action is in violation of RecordDeal.com terms and agreement. (f) The ARTIST shall not under any circumstance, directly contact any record label A&R regarding any reason of unsatisfactory compliant for the contents of the RecordDeal.com submission service, by the direct request of the record labels.. 14. Confidentiality. Both parties acknowledge that by reason of this Agreement they may have access to certain information and materials concerning the other party's business plans, customers, technology and products that are confidential and of substantial value to such party, which value would be impaired if such information were disclosed to third parties or used for purposes other than as expressly permitted by this Agreement (referred to in this Agreement as "Confidential Information"). Both parties agree to maintain any and all Confidential Information received from the other, in confidence, and agree not to disclose or otherwise make available such Confidential Information to any third party without the prior written consent of the disclosing party. Both parties agree that Confidential Information shall be disclosed to its employees and other personnel under its control and supervision for purposes of performing under this Agreement solely on a need-to-know basis in furtherance of this Agreement, and solely to those individuals who are bound by a written non-disclosure agreement having terms no less restrictive than the non-disclosure terms of this Section (a). both parties also agree that RecordDeal.com may approve music to be submitted immediately to record labels, or to be submitted sometime in the future if RecordDeal.com feels the music is of high quality but doesn't yet fit any current music industry requests. 16.Confidential Information shall be deemed to include (i) information marked confidential, if conveyed in writing, and (ii) information identified orally as confidential, if conveyed orally. Confidential Information shall not be deemed to include any information which (a) is publicly known at the time of the disclosure, (b) becomes publicly known other than by breach of the terms of this Section 16, (c) becomes known to the disclosing party, without restriction, from a source free of any obligation of confidentiality and without breach of this Section 16, or (d) is independently developed by the disclosing party. If the receiving party is served with a subpoena or other process requiring the production or disclosure of disclosing party's Confidential Information, then before complying with such subpoena or other process, the receiving party shall immediately notify the disclosing party of same and permit the disclosing party a reasonable period of time to intervene and contest disclosure or production. Subject to the foregoing, the receiving party shall be permitted to disclose such Confidential Information in response to such request. 15. Additional Representations and Warranties of the Parties. (a) Both parties represent and warrant that it has full authority to enter into this Agreement, and to fully perform its obligations hereunder. (b) ARTIST represents and warrants that it owns or controls the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by the other party hereto shall not violate or infringe the rights of any third party. (c) Both parties represent and warrant that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party's performance of its obligations under this Agreement. (d) Both parties represent and warrant that it shall perform in compliance with any applicable laws, rules and regulations of any governmental authority. 16. General Provisions. (a) No Agency or Joint Venture. The parties agree and acknowledge that the relationship between RecordDeal.com and the ARTIST is that of independent service provider. This Agreement shall not be deemed to create a partnership or joint venture between any parties; and neither party is the other's agent, partner, employee, or representative. (b) Contractors. RecordDeal.com may contract with third parties to provide Fulfillment Activities on behalf of RecordDeal.com, provided such third parties are subject to terms no less restrictive than the terms RecordDeal.com is subject to under this Agreement. RecordDeal.com shall be responsible for the performance and actions of such third parties. (c) Entire Agreement, Modification, Waiver. This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except by a writing signed by the parties. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties. (d) Binding on Successors. This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of the parties. (e) Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes: (i) on the delivery date if delivered personally to the party to whom the same is directed or delivered; (ii) upon delivery by confirmed-receipt facsimile to the appropriate number set forth below (and, further, confirmation of receipt is made by telephone); (iii) one (1) business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five (5) business days after the mailing date, whether or not actually received, if sent by certified mail, return receipt requested, postage and charges prepaid, to the address of the party to whom the same is directed as set forth below (or such other address as such other party may supply by written notice duly given). If to ARTIST: Please provide mailing address, If to RecordDeal.com: Please contact for mailing address (f) Governing Law. This Agreement shall be governed and interpreted in accordance with the internal laws of the State of New York applicable to agreements entered into and wholly to be performed therein, without regard to principles of conflict of laws. (g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. (h) 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 or equity. ARTIST acknowledges that RecordDeal.com shall be entitled to assert any right or remedy it may have hereunder directly against ARTIST. (i) Headings. The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting the Agreement. (j) No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto, including ARTIST, and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (k) Force Majeure. For the purposes of this Agreement, "Force Majeure" shall mean any event which a party hereto could not foresee, such as fire, flood, acts of God or public enemy, Internet failures, earthquakes, governmental or court order, national emergency, strikes or labor disputes, 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 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 Section 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 notice within three (3) business days of its occurrence by the party that invoked it. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized.