We offer your top tracks for free to a sea of deserving fans and you get massive exposure as a hot new artist in your genre. You’ll reach hundreds of thousands of fans looking to download the best new music on the site. Ready to be heard? Read the full terms of our Artist Duplication License below. If you agree to the terms and want your music to be featured as a free download, enter your information at the bottom of the page. Your future fans are waiting!
ARTIST DUPLICATION LICENSE
This agreement (“Agreement”) is entered into as of the current day of 2010 (“Effective Date”), by and between the "Artist" named below (“Licensor”) and OurStage, Inc. (“OurStage”). Licensor hereby grants to OurStage a limited, nontransferable license to manufacture, duplicate and distribute the artist-related content outlined in Section 1 below (“Artist Content”) as specifically identified by being a media item uploaded by the Licensor to the OurStage website and publically displayed in the OurStage account profile of the Licensor, solely in the manner and usage outlined in Section 2 below (“Approved Uses”), and solely to the audiences and in the contexts outlined in Section 3 below (“Approved Audience/Context”), in accordance with the following terms and conditions:
1) Artist Content: The Artist Content shall consist of the following:
a) Up to 3 Master Recording(s) of Artist song(s) as performed by Artist, as well as the Rights to the Underlying Composition embedded therein, as well as Artist's name, likeness and biographical information.
2) Approved Uses: OurStage shall be entitled to use the Artist Content as follows:
a) In connection with the manufacture, duplication and distribution of the Master Recording and Underlying Composition in tangible and/or electronic form in any number, including but not limited to CD samplers and music downloads, with or without any other content determined by OurStage, and/or for OurStage advertising, marketing and promotional materials as created in its sole discretion.
3) Approved Audience & Context: OurStage shall be entitled to manufacture, duplicate and distribute the Artist Content in an Approved Use solely in connection with the following approved audiences, and in the related contexts: a) on compact discs (CDs), downloadable to the general consuming public via the Internet (in streaming applications), to personal communication devices (in streaming applications); and b) any and all other media or forms now known or hereinafter developed as determined by OurStage in its sole discretion.
For purposes of clarification, the parties acknowledge and agree that Artist Content is not being licensed for sale to consumers.
4) License Period: OurStage shall be entitled to use the Artist Content a year from the Effective Date.
5) Territory: OurStage shall be entitled to use the Artist Content in any and all countries and territories throughout the world.
6) Fee: Licensor hereby grants the right to use the Artist Content in accordance with the terms and conditions hereof, at no cost, but for other good and valuable consideration, such fee inclusive of all master and/or mechanical rights license fees, public performance fees, union payments, or artist, musician or composer royalties or other cost to OurStage which may arise out of any Artist Contest licensed hereunder.
7) Miscellaneous:
a) The Parties expressly acknowledge and agrees that:
i) Licensor is granting OurStage the right to use the Artist Content solely in the manner of the Approved Uses, and with the Approved Audience & Context, and that no other uses are granted hereunder.
ii) OurStage shall not be entitled to sublicense the rights hereunder to any third party, provided however that OurStage shall be permitted to use third-parties to create the Approved Uses, or to otherwise assist it in utilizing the rights granted hereunder and OurStage shall have the right to assign this agreement to an entity which acquires all or substantially all of its assets.
b) Licensor hereby represents and warrants that it owns or controls the full rights necessary to license the Artist Content to OurStage for the uses outlined hereunder, that it is not heretofore, granted, and will not in the future grant, any rights which conflict with the rights granted hereunder, and that such use by OurStage will not require payment to, or otherwise infringe the rights of, any person, institution, or other third party. Licensor represents and warrants that all rights have been cleared for the specific Artist Content provided to OurStage, including but not limited to the copyrights, master recording rights, public performance rights, mechanical rights, union obligations and all artist, composers and musicians.
c) Licensor agrees to indemnify and hold harmless OurStage, its affiliates and subsidiaries, and its respective officers, directors, employees, owners and agents from and against any and all claims, damages, liability, costs or other expenses (including reasonable attorneys’ fees) arising from or related to a) any breach by Licensor of its duties, obligations or warranties made hereunder; or b) any authorized use of the Artist Content by OurStage. OurStage shall have the right to defend itself against any such lawsuit, claim or legal proceeding for which indemnification is sought. OurStage shall have the right to control the legal defense and whether to compromise, settle or otherwise dispose of any such lawsuit, claim or legal proceeding. All costs incurred by OurStage in enforcing Artist's indemnity obligation hereunder, including but not limited to attorneys' fees and disbursements, shall be borne by Artist.
d) This Agreement sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof, and merges and extinguishes all prior understandings, negotiations, and agreements, with respect to such subject matter. No amendment to or modification, waiver, termination, or discharge of this Agreement or of any provision hereof shall be binding unless confirmed by a written instrument duly executed by the Party to be charged therewith. No waiver of any provision of or default under this Agreement shall affect the right of either Party thereafter to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar. This Agreement is being entered into on a non-prejudicial basis, shall apply for the License Period hereof only, and shall not be binding upon or prejudicial to any position taken by OurStage or Licensor in any subsequent agreement. This Agreement shall not become effective until executed by all proposed Parties hereto. The Parties agree that the commitments under this License are not exclusive and that either Party may enter into similar agreements with third Parties, including either Party’s competitors. This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor or against any Party either as scrivener or otherwise. Licensor acknowledges that OurStage shall be under no obligation to cause the Artist Content to be used. This agreement and all matters or issues collateral thereto shall be governed by the laws of the Commonwealth of Massachusetts applicable to contracts made and to be performed entirely therein and the parties hereto consent to the jurisdiction and venue of the federal, state and local courts for Boston, Massachusetts for the resolution of any disputes. Neither Licensor nor anyone deriving any rights from Licensor shall attempt to enjoin the broadcast or other transmission of the commercials produced hereunder in any manner whatsoever or for whatever reason.
Licensor will not disclose to any party or utilize any confidential or proprietary information obtained hereunder regarding OurStage or its respective products or services except to its professional advisors, and their respective professional advisors, provided they agree to maintain confidentiality. This document is a complete and exclusive statement of the terms of this Agreement and may not be changed orally but only by a writing signed by both parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below: