neumus Artist Agreement

Drafted July 14, 2002

This agreement outlines the legal relationship between you (an individual, representing yourself, or an individual acting as legal representative for a group, company or corporation) and neumus.com Read this document fully. By submitting an artist, you will be bound by this Agreement. If you do not agree with any of the terms and conditions of this Agreement, simply do not submit an artist. We may modify this Agreement from time to time as further described in Section 4.9 below.

This agreement covers our online program. Through this program, you supply audio, pictures, artist information and/or other content to us and allow us to store your content on our server, which we make available to visitors of neumus for a fee. The second program available to you is our cd program.

The legal terms which apply to the online program are outlined in section I below. General legal terms are outlined in section II.

Section I

Online Program

1.1 Provided Content. In order to take place in our Online Program, you must provide us with at least one song or audio clip to be used by us as described here (“Provided Content”).  The Provided Content will also include items such as but not limited to pictures, videos, lyrics, reviews, interviews, etc.  Subject to the conditions in this agreement, Provided Content will be listed on your Artist Page.  You will have the option to withdraw content at any time by contacting us. 

1.2 License for Provided Content.  By the act of submitting content to us, you grant us a non-exclusive, worldwide license to: a) publicly display, broadcast, encode, edit, alter, modify, reproduce, transmit, manufacture, distribute the content, in whole or in part, alone or in compilation with content provided by third parties, through any medium now known or hereafter devised for the purpose of  demonstrating, promoting or distributing your content; b) make a free sample of you songs available to users; and (c) use any trademarks, service marks or trade names incorporated in the Provided Content and use the likeness of any individual whose performance or image is contained in the Provided Content in connection with the foregoing.

1.3 Termination of Online Program License. Subject to the provisions contained in Section II, "Term and Termination" below, you may terminate your license to us with respect to some or all of your Provided Content, at any time by contacting us at support@neumus.com.

Section II

General Terms

4.1 Artist Page on neumus.com. While you are participating in our programs, we will create and host an “Artist Page” for you.  This page may include graphics, photographs, artist biography and other information provided by you.

4.2 Ownership of Copyrights. As between you and us, you retain ownership of the copyrights and all other rights in the intellectual property furnished by you for our use hereunder, subject only to the non-exclusive rights granted to us under this Agreement. You are free to grant similar rights to others during and after the term of this Agreement.

4.3 Representations and Warranties. The term "Content" means anything that you submit to us or post on the website. You represent and warrant that: (a) except the fee agreed upon when you submit a song, we, our customers and licensees shall not be required to make any payments in respect of the authorized use of your Content, including, without limitation, payments to you, third parties claiming through you or otherwise, music publishers, mechanical rights agents, performance rights societies, persons who contributed to or appear in your Content, your licensors, unions or guilds; (b) you have the full right and power to enter into and perform this Agreement, and have secured all third-party consents, licenses and permissions necessary to enter into and perform this Agreement; (c) the Material does not contain "samples" of any third party's sound recording or musical composition and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (d) the Material does not and will not violate any law, statute, ordinance or regulation; (e) the Material is not and will not be defamatory, trade libelous, pornographic or obscene; (f) the Material does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; (g) all factual assertions that you have made and will make to us are true and complete; and (h) you are of legal age of consent in all applicable jurisdictions and, in any event, are at least eighteen (18) years of age. You agree to indemnify and hold us, our licensees and customers harmless from any and all damages and costs, including reasonable attorney's fees, arising out of or related to your breach or alleged breach of the representations and warranties described in this Section. Pending the resolution of a claim arising out of or related to such a breach, we shall have the right to withhold sums due you in an amount consistent with our reasonably anticipated damages and costs. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this Agreement.

4.4 Term and Termination. Upon termination of this Agreement, all of our license rights terminate, except that we retain those rights necessary for us to: (a) sell any compact discs or other authorized products which we have produced prior to the date of termination which incorporates your Material; (b) provide perpetual access to Provided Content added to user’s accounts pursuant to the terms of this Agreement; and (c) fulfill the terms and conditions of any Promotion in which you are participating. Subject to the foregoing, we shall use reasonable efforts to discontinue public access to your Content promptly upon termination.  We may terminate this Agreement with respect to any or all Programs and Promotions, at any time by so notifying you; the Agreement will terminate upon your actual receipt of such notice or three (3) days after we have sent a notice of termination to the email address you supply to us or post such notice in your artist admin area, whichever is sooner. Our obligation to pay sums due you shall survive termination. Also, Sections titled "Term and Termination," "Representations and Warranties," "Disclaimer," "Waiver of Certain Damages" and "Miscellaneous" shall survive termination.

4.5 Determining Type of Content. We will implement and maintain reasonable business practices, which enable us to accurately categorize content that you deliver to us. If we make an error in good faith, however and consequently exceed our license rights, your sole and exclusive remedy will be to notify us and we promptly will take all reasonable steps to correct the error.

4.6 Notifications of Infringement. Upon receipt of notice, we will act expeditiously to remove or disable access to any Content claimed to be infringing or claimed to be the subject of infringing activity, and we will act expeditiously to remove or disable access to any reference or link to Material or activity that is claimed to be infringing. Notwithstanding anything contained in this Agreement or in our "Privacy Policy", you expressly consent to our disclosure of your personally identifiable and all other personal information in the event that you or your Material is the subject matter of any such infringement claim.

4.7 Disclaimer. The Online Program is provided on an “as is” and “as available” basis without warranties of any kind, either express or implied.    We disclaim any and all warranties regarding the security, reliability, timeliness and performance of our service.  We make no warranty, express of implied, that our online program will be uninterrupted, timely or error-free.

4.8 Waiver of Certain Damages. Except for damages related to a breach of the section title “Representations and Warranties,” neither you nor us will be liable for any consequential, indirect, exemplary, special, statutory or incidental damages arising from or relating to this agreement. 

4.9 Modification or Amendment of Agreement. We reserve the right, in our sole discretion, to change, modify, add or remove all or part of this Agreement. In the event that you do not consent to any such amendments and/or modifications, your sole recourse shall be to terminate this Agreement with respect to any or all Programs, as provided above.

4.10 Miscellaneous. This Agreement sets forth the entire understanding and agreement of the parties as to this Agreement's subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter. You agree not to resell, assign, otherwise transfer, or delegate your rights or obligations under the Agreement without our prior express written authorization. The Agreement shall be governed by and construed in accordance with, and all legal issues arising from or related to your use of, or participation in the Programs shall be determined by the laws of the State of Wisconsin without regard to that State's conflict-of-law provisions. The State and Federal courts of Wisconsin shall be the exclusive forum and venue to resolve any and all disputes arising out of or relating to the Agreement or to your use of, or participation in, the Programs. You consent to personal jurisdiction and venue in the appropriate state court in the State of Wisconsin. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. All headings in the Agreement are for convenience only and shall have no legal or contractual effect. You agree that we and you are independent contractors under this Agreement, and nothing herein shall be construed to create a partnership, joint venture or agency relationship. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.