YOU MUST READ THE ENTIRE AGREEMENT TO FULLY UNDERSTAND ITS TERMS. PLEASE READ THIS AGREEMENT CAREFULLY.
This Agreement describes the legal relationship and contract between you (an individual, representing yourself, or if applicable, acting as a legal representative for a minor, band, group, company or corporation) and AMP Media Partners, LLC a Connecticut limited liability company (collectively with our licensees and assignees sometimes referred to in this Agreement as "we," "us" or AMP) the owner and operator of the web pages at "www.ampradionetwork.com" (the "AMP RADIO NETWORK Site"). AMP Media Partners is a Connecticut limited liability company with offices at 2049 Silas Deane Highway, Rocky Hill, CT 06067. This Agreement supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. Please note: Your use of the AMP RADIO NETWORK Site in connection with any sweepstakes, competitions or contests is subject to the additional terms found at AMPRADIONETWORK.COM.
Through the AMP RADIO NETWORK Site we offer you valuable promotional services to help you get your music heard and obtain as much exposure as possible. We do this by guaranteeing you "plays" via the audio network airing at high volume gas stations, where your music will be heard by the public. In order to promote your music effectively through the AMP Radio Network and through other marketing channels, we ask that you to grant us certain non-exclusive rights to use your music and any other content you submit to us. Please read this Agreement carefully, and don't hesitate to contact us at firstname.lastname@example.org if you have any questions.
1. Certain Definitions.
As used herein: (a) any and all master recordings that are submitted by you are referred to as "Masters"; (b) any and all musical compositions that are embodied in the Masters are referred to as "Compositions"; (c) any and all photographs, artwork, biographical information (whether concerning you, artist or any member of artist, producers and/or songwriters (collectively the "Participants"), track titles and credits, logos and any other materials submitted by you are referred to as "Related Materials"; and (d) all Masters, Compositions, and Related Materials shall be referred to collectively as "Submitted Content."
- During the Term you hereby grant to us and our sub-licensees the non-exclusive, worldwide right to:
- Reproduce, distribute, perform, and/or display the Masters, in whole or in part, as individual tracks or coupled with other master recordings, as both non-interactive and on-demand digital audio streams.
- Reproduce, distribute and/or display the Related Materials in connection with uses of the Masters as provided for herein.
- Perform the Masters via terrestrial and/or satellite radio broadcast.
- Edit, reproduce, edit and/or perform samples ("Samples") of each Master and make such Samples available by streaming to promote the Masters. Editing will typically made to include an introduction, play of a portion of the Master, a fade out and a tag informing listeners where the Master may be located.
- Perform and/or display the Masters, Samples and/or Related Materials during or in conjunction with the display of any audio or audio-visual third party advertisements on the AMP RADIO NETWORK Site.
- Use the Compositions in the same manner as the use of the Masters is authorized. In that connection, you specifically warrant and represent that you have obtained all the necessary rights, licenses and permissions from any and all third parties such as, without limitation, publishers and/or authors, as may be desirable or necessary to authorize use of each Composition as provided herein.
- Use the Submitted Content as may be reasonably necessary or desirable to exercise any of the rights granted pursuant to this Agreement.
- We and our licensees shall have the right to use the Submitted Content in the same manner as authorized herein in connection with the AMP RADIO NETWORK and on any other web sites or networks that are owned, controlled, affiliated with, or licensed by us or our licensees.
- With respect to all uses of the Submitted Content as provided under Subparagraph 2(a), we shall have no obligation to make any payment of any kind (including, without limitation, any royalties) to you or any other person, firm or corporation whether or not we and/or our licensees shall receive any monies or other consideration in connection with such uses, provided that in the event we shall desire to sell records embodying any Master (including by way of sales of digital downloads) we shall only do so after you and we have mutually agreed to your royalty participation with respect such sales, .
- You agree that we shall have the right to enter the Submitted Content on your behalf for inclusion in and otherwise in connection with any contests, sweepstakes or promotions that may be offered from time to time on the AMP RADIO NETWORK Site or any other web sites that are owned, controlled, affiliated with, or licensed by us or our licensees (herein the "Contests"). Your participation in any Contest shall be subject to the attendant rules of such Contest as shall be posted from time to time on the AMP RADIO NETWORK Site or such other web site where the Contest is being offered. In the event you do not consent to participate in a particular Contest, you shall have to right to send us notice hereunder of your election not to participate in such Contest within five (5) days following our announcement of such Contest on the AMP RADIO NETWORK Site or such other web site where same is being offered.
- Nothing herein shall obligate us to exercise any rights granted under this Agreement, and any use of Submitted Content shall be made at our sole election. We have the right to review, edit, alter, decline to post or remove any Submitted Content from the AMP RADIO NETWORK Site at our discretion, provided that we will notify you of any alterations to the Submitted Content.
- You agree to be bound by the policies posted by us from time to time on the AMP RADIO NETWORK Site with respect to the services provided by us.
- We are not able to return to you any copies of Submitted Content provided by you and you agree that you have and shall at all times retain at least one copy of each item of Submitted Content and do hereby release us from any and all liability for loss or other damage to any copies of Submitted Content.
- You acknowledge that we have received and will be receiving a large amount of submitted material from third parties. You further acknowledge that we have had, and will continue to have access to materials that may be coincidentally similar to and/or identical to any item of your Submitted Content. You agree that you shall not be entitled to any compensation by reason of our use of any such similar or identical materials.
- If you belong to a performing rights society, you understand that it is your sole responsibility to notify your performing rights society of the direct license you have granted herein.
3. Your Obligations.
- You shall obtain and pay for any and all necessary clearances and licenses that may be required in connection with the uses of Submitted Content as provided for herein. Specifically, you shall be solely responsible for and timely pay: (i) any royalties and other sums due to artists, authors, co-authors, copyright owners, producers and any other record royalty participants from performances or other uses of the Masters; (ii) all royalties and other sums (including, without limitation, mechanical royalties, print royalties, synchronization royalties, and performance royalties) payable to publishers and/or authors or co-authors from performances or other uses of the Compositions; (iii) all payments that may be required under collective bargaining agreements applicable to you or third parties; and (iv) any other royalties, fees and/or sums payable with respect to the delivery and use of Submitted Content hereunder.
- If there is a change of circumstance as a result of which you reasonably believe that you do not have, or no longer have, the rights necessary to authorize us and/or any or our licensees to use any Submitted Content as provided herein, then you shall promptly provide us with written notice hereunder of such fact, and we shall have the right to remove all or any of the Submitted Content and/or terminate the Term of this Agreement pursuant to Paragraph 6 below. Such removal and/or termination shall not relieve you of any of your obligations hereunder.
4. Names and Likenesses; Promotional Uses and Opportunities.
- During the Term, in our sole discretion, we may use and authorize our licensees to use and publish the Related Materials, as well as the names and likenesses of the Participants, in connection with the marketing, promotion and advertising of the applicable Masters.
- During the Term, we and any of our licensees shall have the unrestricted, royalty-free right to market, promote and advertise the Submitted Content as we determine in our sole discretion, including, without limitation, the right to use the Submitted Content: (i) in promotional digital audio streams (which Masters may be used as individual tracks or coupled with other master recordings); and (ii) to market, promote, and advertise the AMP RADIO NETWORK Site or any other web sites that are owned, controlled, affiliated with, or licensed by us or our licensees, in any and all media now or hereafter known (e.g., radio, Internet, TV, print). Without limiting the foregoing, we and any of our licensees shall have the right to determine which master recordings, irrespective of any particular artist, record company or label affiliation, would best further our commercial purposes, and to promote such master recordings more than others.
As between you and us, and except as subject to any rights and licenses you grant to us (whether pre-existing or under this Agreement or any other applicable agreement), all right, title and interest in and to the Submitted Content shall remain your property, provided that under no circumstances shall we have any lesser rights than we would have as a member of the general public. If you believe that material in which you hold an ownership interest has been posted on the Web site or otherwise submitted to AMP without your permission, you must, and hereby agree, to notify our Copyright Agent immediately.