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NON-EXCLUSIVE ARTIST/LABEL LICENSE AGREEMENT
This letter shall confirm the material terms of the
agreement ("Agreement") between the artist(s), named herein, individually,
jointly, and collectively (hereinafter referred to as "Artist" or "You"), on
the one hand, and All Indie Music ("AIM" or "Us"), on the other hand. If you
are the legal authorized representative of a group artist and you are agreeing
on behalf of that group artist, you hereby affirm that you are in fact legally
authorized to bind each member of such group artist. Each reference to Artist
or You in this Agreement shall refer to each member of the group or the group
as a whole, as applicable.
This agreement is intended to establish a NON-EXCLUSIVE
relationship between the parties with regard to the matters addressed herein.
Nothing included herein shall limit the right of either party to undertake any
business relationship with any third party. Nothing in this Agreement will
prevent either party from entering into arrangements with other parties that
are similar to the arrangements set out in this Agreement.
All Indie Music agrees to provide You throughout the
Territory and during the Term with listing of your Recordings for distribution
in the All Indie Music Catalogue. You agree to license certain master
recordings "Recordings" owned and/or controlled by you to All Indie Music on
the terms and conditions contained herein. You agree to pay an annual
non-refundable fee of $16.00 per disc listed with All Indie Music. Contract
will start and disc(s) will be listed once initial payment is finalised. We
will retain a consignment fee as per schedule ‘A’ that directly results from
sales of any of your Recordings under this agreement. A fee of $20.00 will be
deducted from any monies owing due to NSF cheques. Upon agreement to renew
annual contract payment must be received within 30 days. If payment is not
received within 90 days, the account will be closed and disc(s) will be
removed from the web-site. All remaining disc(s) will become property of All
Indie Music until such time the account is settled.
You grant to us throughout the Territory and during the
Term the NON-EXCLUSIVE rights to sell, distribute, transmit and otherwise
exploit any and all of your Recordings hereunder by any and all means and
media (whether now known or existing in the future), including, without
limitation, the non-exclusive rights to sell, distribute and otherwise exploit
any and all of your Recordings throughout the Territory including, but not
limited to, traditional retail, those via the Internet, as well as all digital
storage, download and transmission rights, whether now known or existing in
the future.
All Indie Music has no implied obligation to promote or
distribute the Recordings in any particular manner or in any minimum
quantities. Neither this Agreement nor All Indie Music guarantees actual sales
of Your product. The number of units shipped by You to All Indie Music does
not indicate the number of actual sales.
You agree that you are responsible for all duties, taxes
and shipping fees or any charges incurred to deliver product to All Indie
Music. You grant to us throughout the Territory the rights to use your
name(s), professional and/or group name(s) (including any professional names
adopted hereafter), photographs and other images and likeness of You,
biographical and/or other information concerning You regarding all of our
business activities. You agree to ship Us additional product, including
artwork, of your Recordings manufactured by You, or on your behalf, sufficient
to fulfil all orders for your Recordings in a reasonable period following our
request, not to exceed 30 days. In addition, you agree to supply us with
additional promotional copies as needed promptly following our request.
Failure to provide All Indie Music within 30 days will deem contract void and
payment of term will be non-refundable. A 5% service charge will be deducted
from any monies owing from sale of CD’s.
You agree to provide 7 copies (5 for resale, 1 for
listing and 1 for promotional use) of the Work to be distributed by All Indie
Music as provided herein in CD, Cassette or such other format that is
acceptable to All Indie Music. You agree to provide copies of such work in
amounts sufficient to fill all orders received by All Indie Music.
All Indie Music shall render accountings to You on a
quarterly basis and within 60 days after the end of each quarterly accounting
period. Any payments due to Artist shall be made at the time such accountings
are rendered. The quarterly accounting period begins on the first day of
January, April, July, and October. The quarterly accounting period closes on
the final day of March, June, September, and December. We shall have the right
to withhold a reasonable percentage of the Net Income as a reserve for
returned and/or defective goods. However, these reserves will be released and
paid to You no later than two (2) quarterly accounting periods from the time
such reserve is initially established.
You shall be responsible for all licensing, reporting and
payment obligations of all kinds in relation to the Recordings and the use of
the Recordings as set forth under this Agreement. Such payments include those
relating to union, and/or guild payments, "sample" or "replay" licenses or
payments, mechanical, synchronization and public performance rights in the
Recordings, and any other third party payments of any kind in connection with
the recordings.
You warrant and represent that You have the right to grant
us (and any person or company named by us) the rights, contained herein,
without any liability to us or any other person or company from whom the
rights are obtained. You will be solely responsible to pay all applicable
persons and companies (including, but not limited to all music publishers) for
all rights to use all recorded performances and/or other artistic materials
(including, but not limited to all musical compositions and/or samples)
contained in your Recordings (and/or in all artwork). You warrant and
represent that the Recordings contain only your original performances, and
contain no "sampled" or "replayed" material or material otherwise embodying
the performances of any other party, unless, prior to All Indie Music’s use of
such Recordings, you have obtained a valid license permitting the use of such
sound recordings of such other material from the original author and/or
performer and the current copyright owner of such material and of any
underlying works. You warrant and represent that you are the original
composer(s) of all lyrics and music contained in the Recordings, or, prior to
All Indie Music’s use of such lyrics and music, you have acquired, by
assignment or by valid license from the original composer(s) and/or the
copyright owners of the original musical compositions from which such lyrics
and music are derived, the rights to adapt, broadcast, communicate, copy,
distribute, or otherwise exploit such lyrics and music as provided in this
Agreement. You warrant that the use of the same by us (and any person or
company named by us) will not infringe upon the rights of any nature or any
person or company.
You agree to indemnify, reimburse, and hold us, our
officers, members, agents, representatives, successors, designees and assigns
harmless from and against any and all liability, loss, damage, cost and
expense (including court costs and reasonable attorney's fees) arising out of,
or connected with, any claim by any one or more third party which arises out
of any breach of any of your warranties herein, representations or agreements.
You hereby Warrant and represent that You have the sole and
entire right, power and authority to enter into this Agreement, to grant the
rights granted to All Indie Music, and That You have not made and shall not
make any grant which will or might impair, encumber or conflict with any of
the rights granted to All Indie Music, In addition, Owner hereby represents
and warrants that any of the rights granted to All Indie Music herein shall
not infringe upon or violate the rights or privacy, publicity, copyright,
trademark, or any other statutory or common law right of any kind or nature
whatsoever of any person or entity.
We shall not be responsible for any inadvertent error in
any listing of your Recordings. We will make efforts to correct any
inadvertent listings we become aware of. We reserve the right to reject any of
your Recording(s), artwork or other material submitted by You. We may assign
our rights under this agreement in whole or in part. It is understood that You
may not assign this agreement without our prior express written consent.
The following words when used in this agreement have the
following meanings:
"You" or "Artist" means the person(s) agreeing as
individual(s) and/or as member(s) of any group(s).
"We", "All Indie Music"
or "Us" means All Indie Music.
"Territory" means the Universe.
"Commencement Date" means the date of full execution of this Agreement and
delivery by You of all of the necessary materials.
"Term" means a period
starting on the Commencement Date and ending one (1) year from that date. The
Term of this agreement will be extended for successive, consecutive additional
one year periods unless either party gives written notice to the other 30 days
prior to the end of the then current year of the term.
"Recordings" means
each compact disc and/or any other audio and/or audiovisual recording in any
format, (whether now known or existing in the future) which You deliver to Us
during the Term.
All notices required to be given to All Indie Music shall
be sent to:
AIM MUSIC SHOP
1 WEST HILL DRIVE
SCARBOROUGH, ON
M1E 3T4
and all notices, statements and payments shall be
sent to Artist's address on your account.
This Agreement merges and supersedes all prior and
contemporaneous understandings and agreements (whether written or oral)
between the parties regarding the subject matter hereof and may be modified by
All Indie Music at its discretion by providing you with reasonable notice of
such modification. If, for any reason, any provision of this Agreement is
adjudged to be unenforceable, such adjudication shall in no way affect any
other provision of this Agreement or the validity or enforceability of the
remainder of this Agreement.
This does not create a partnership or joint venture between
You and us. This constitutes the entire agreement between You and us
pertaining to its subject matter and may not be changed, waived, discharged or
terminated, in whole or in part, except by an instrument in writing signed by
You and us.
By clicking "I Agree" on this form, you acknowledge that
you have read, understood and agreed to the terms and conditions listed above.
In the event that any statement made in a translated
version of AIM's Web site conflicts with any statement made in the English
version of AIM's Web site, the statement made in the English version will
prevail.
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