Enjoy discussing this....
Source:
https://rl101.infusionsoft.com/app/form/publisher-inquiry-for-licensing-----------------------------------------------------
Non-Exclusive Digital Karaoke License
Licensee:Digitrax Entertainment LLC
448 North Cedar Bluff Road
Suite 174
Knoxville, TN 37923
For good and valuable consideration, Licensor and Licensee hereby agree as follows:
1.Grant of Rights
(a) Licensor grants licensee a non-exclusive, limited license for the territory of the World ("the Territory") for a term commencing from the date of acceptance by the Licensor, and expiring on the two year anniversary date of that acceptance ("The Term") to use publishers' compositions (but only to the extent of licensor's ownership and control therein) that shall be listed as approved by that publisher ("The Compositions")
(i) The right to adapt, arrange, create and record, or license from third parties, instrumental versions of digital sound recordings ("Recordings") of the Compositions (The "File(s)") subject to subparagraph 1(b) below; provided however, that no such adaptation or arrangement shall change the basic melody or fundamental character of such Compositions.
(ii) The right to synchronize the Files to the music and lyrics of the Compositions (the "Lyrics") and additional background images ("Images")which may be blank or consist of visual images which may or may not follow the theme of the Compositions, or to license the same from third parties (collectively a "Work").
(iii) The right to allow customers, subscribers and users of the Service (the "Customers") to sing along with Works in order to create new recordings of their own audio and/or audiovisual vocal performances and arrangements of the Compositions ("Customer Versions").
(iv) The right to create server copies of each of the Files, Works and/or Customer Versions to create a database containing all of the Files, Works and Customer Versions stored on servers owned within the control of the Licensee solely to the extent necessary to distribute such Files, Works and Customer Versions as permitted hereunder. Such copies and database(s) may be accessed by any digital site including but not limited to
www.karaokecloud.com (the "Primary Site").
(v) The right to stream excerpts of the Work from the Site in order to allow potential customer to preview a particular Work before purchasing same.
(vi) The right to allow the Service to sell the Works in the following formats; downloadable "Mp3". WMV, DIVX or other digital audio/audio-visual file codec or format (Each format a "Download") from the Site and/or through third-party music retailers.
(vii) The right to use the titles of Compositions to identify the Works.
(b) The list of approved compositions may be amended, in the Publisher's sole discretion, from time to time as reasonably requested by Licensee. Such request shall be made in writing, on composition- by -composition request basis, subject to all terms of this Agreement. Licensee shall not use any such Compositions until Licensee receives written notice from Licensor confirming that such additional Compositions may be used and setting forth the relative ownership and/or income interests of the copyright proprietors of each Composition concerned. All requests by Licensee to amend the list of approved compositions shall be sent in writing to the licensing officer.
(c) Sound Recordings. Among the rights granted by Publisher to Digitrax hereunder is the non-exclusive right to create and/or license sound recordings embodying the Compositions ("Sound Recording") solely for use in and as part of Karaoke Recordings of the Compositions on Digitrax's Karaoke Service, pursuant to the terms of this Agreement, with such rights being personal to Digitrax and non-assignable to any 3rd party without obtaining Publisher's prior written consent. Publisher and Digitrax each hereby acknowledge and agree that the copyright in the Sound Recording(s) is/are owned exclusively by Digitrax and that Digitrax's sound recordings copyrights are limited and exist solely for the purpose of this Agreement. Accordingly, Digitrax shall be authorized to exploit such Sound Recordings during the Term hereof as provided in this Agreement.
2.Restrictions of Right.
Licensor reserves all other rights in and to the Compositions(s), including the right in its sole but reasonable discretion to restrict or rescind the use of any Compositions due to an objection or claim received by the writer(s), co-publisher(s), administrators or owner(s) of such compositions (A "restricted "Composition"). In the event that Licensor shall request Licensee to cease using any Restricted Compositions, Licensee shall do within fifteen days after receiving notice.
3.Consideration for Grant.
In consideration of the rights granted pursuant to this Agreement. Producer shall pay Publisher the following royalties (The "Royalties"). For the purpose of this Agreement, "Qualifying Stream" shall mean a streaming performance of any Composition that exceeds thirty (30) seconds. In each instance, Royalties shall be pro-rated to the extent of Publisher's administrative share of each Composition.
a) Subscription Revenue- Producer shall pay publisher Royalties in an amount equal to 15% (the "Publisher Rate") of Subscription Revenue received by producer in a given accounting period, multiplied by a fraction, the numerator of which is the number of Qualifying Streams embodying solely Compositions in the given accounting periods and the denominator of which is the total number of all Qualifying Streams of all musical compositions (including the Compositions) on the Site in that accounting period (such fraction is hereinafter referred to as the "Pro Rata Multiplier"). The fee for the subscriptions to end users should be no less than $7.99 per month , and ranging up to $199 per month (Professional Subscription")
b) Ad Revenue- Producer shall pay publisher a Fifteen percent (15%) share of all other revenue including advertising revenue, generated by the Producers internet-based Karaoke activities, prorated by the overall percentage of Publisher Compositions including the total number of User Recordings in each quarterly period. As used herein, Ad Revenue shall mean the net revenue earned and received by Producer which is solely and directly attributed to advertising and sponsorship on the Sites, net of any agency commissions paid by or incurred by Producer.
c) Downloads- Producer shall pay Publisher a royalty equal to Publisher's Prorated share of 15% of Producers retail price per download (pro-rata), but not less than fifteen ($.15) cents per each Download embodying Compositions. Downloads should be sold to end users for no less than $.99 cents per download.
d) Fifteen Cents ($.15) per Composition/per Product Number or "configuration"/per Use for each copy of each Program embodying such Composition distributed during the Two years of said applicable Term.
4. MFN.
In the event that during the Term Producer agrees to pay another music publisher a higher Publisher Rate or higher Royalties than those prescribed above, such higher rate shall be deemed applicable hereunder from the date of commencement of the agreement with the other publishers.
5. Accounting.
(a) Within forty- five (45) days after the end of each quarter- annual period, (i.e. ending March 31, June 30, September 30 and December 31) Licensee shall render to Licensor a true and detailed accounting. Each accounting shall report each composition by title, composer, song code number (as indicated on the list of approved compositions) and type of exploitation (i.e. Subscription revenue, Advertising Revenue, Download Revenue, etc.). Payment of the applicable Royalties due shall be mailed to Licensor at the above address.
(b) Licensee shall maintain accurate and complete records and books of account detailing the creation of the Works and the exploitation of the same pursuant to the terms contained herein and containing all other information needed to compute and verify the amounts payable to Licensor hereunder. Licensor may audit those books and records. Licensor may make such examination or appoint a third party to examine for a particular statement only once. Licensor may conduct such audit only once per calendar year and only during Licensee's usual business hours and at the place where it keeps the books and records to be examined, on at least thirty (30) day prior notice. In the event an examination of Licensee's books and records reveals a deficiency in payments paid to Publisher of ten percent (10%) or more of the total amount accounted to Licensor, Licensee shall pay all reasonable and customary out-of-pocket expenses related to the performance of such examination, together with any underpayment and interests provided herein.
6. Assignment
Licensee may not assign, transfer or sub-license any of its rights hereunder without Licensor's prior written consent, which consent shall not be unreasonably withheld or delayed. Any assignment, transfer or license made by Licensee without Licensor's prior, written consent shall be void ab initio.
7. Termination and Bankruptcy.
(a) Licensor may terminate this License by giving Licensee notice in the event Licensee fails to perform any of its material obligations under this agreement for any reason (including impossibility of performance) and such failure has not been remedied to Licensor's reasonable satisfaction within thirty (30) days after Licensee's receipt of Licensor's notice of it. Such early termination shall not affect Licensee's obligation to make payment of all monies Licensee may be become obligated to pay under this License.
(b) Subject to U.S. bankruptcy law, the Term of this License will terminate automatically, without notice, if Licensee is dissolved or its assets are liquidated, or if Licensee becomes insolvent or if a proceeding in bankruptcy, for a reorganization, or for other relief from the claims of creditors, or any similar proceedings, takes place with respect to Licensee or its property.
(c) Upon the expiration or termination of the Term all of the rights granted by Licensor to Licensee hereunder shall terminate, and Licensee shall withdraw the Works and Customer Versions from its database of possible Customer retrieval and shall make no further use of the Composition(s), or of the Recordings, Lyrics or Works whatsoever.
(d) A termination of the Agreement under this paragraph 6 will not limit or affect any of Licensor's other rights. Notwithstanding anything of the contrary set forth herein, Licensee shall have thirty (30) days following termination of the Term during which to remove from the Licensee's servers, copies of the Works and Customer Versions posted to such server. Within that Thirty (30) days period, Licensee shall submit an affidavit to Licensor verifying same.
8. Representations and Warranties
(a) Licensor represents warrants and agrees as follows (with respect to Licensor's Share of the Composition described in the list of approved compositions):
(i) Licensor has full right, power and authority to enter into this License and to grant to Licensee all the rights set forth herein.
(ii) The Compositions are original copyrighted works and in no way infringe the copyright or other rights of any third party.
(iii) Licensor will pay any and all fees, royalties and other sums due (excluding payment for performance) to Licensor's songwriters of the Compositions as well as to the publishers and co-publishers whom Licensor administers during the Term with respect to the royalties timely received by it hereunder.
(b) Licensee warrants, represents and agrees as follows:
(i) Licensee has full right, power and authority to enter into and perform this License upon the terms and conditions set forth herein.
(ii) Licensee shall take all steps reasonably necessary to secure and maintain protection of the Compositions under copyright and equivalent or similar laws throughout the Territory.
(iii) Licensee shall own or control and/or have valid and enforceable licenses with the applicable rights holders with respect to all aspects of the Service.
(iv) Licensee shall comply with all applicable laws governing any competitions that it may host or sponsor as part of the service.
(v) Licensee shall not synchronize any Compositions with any Images that could reasonably be perceived as offensive or obscene and shall use reasonable good faith efforts to prelude Customers from doing same and/or creating any unauthorized parody, profane, libelous or other similarly objectionable Customer Version and Licensor shall inform its Customers in writing that Customer Versions are to be created solely for their own personal use and shall not be sold or otherwise distributed except as permitted hereunder.
(vi) Licensee shall not use the Composition in a manner that infringes upon the proprietary rights of any third party (including without limitation intellectual property, publicity and privacy rights).
(c) Each party (for these purposes, "Indemnitor") shall indemnify defend and hold the other party ("Indemnitee"), its successors, assigns, agents and licensees, free and harmless from and against any and all claims, demands, damages, expenses, losses or costs(including reasonable attorney's fees and costs), or any sums paid in settlement, arising out of or incurred as a direct result of any breach of representations, warranties, agreements and undertakings of or by the party concerned, provided that such claim or demand has been fully adjudicated by a court of jurisdiction or has been settled with the Indemnitee's consent. Indemnitee shall notify Indemnitor of any claim presented to Indemnitee by a third party. Indemnitor shall defend any third party claim at its sole expense, with counsel approved by Indemnitee, except that at Indemnitee's option, Indemnitee may defend the claim and shall consult with Indemnitor about choice of counsel and the conduct of the proceedings. No such claim asserted by a third party may be settled by Indemnitee without Indemnitor's prior written consent (such consent not to be unreasonably withheld or delayed), so long as Indemnitor is actively defending such claim in a manner consistent with industry norms, unless Indemnitee shall agree not to seek indemnity from Indemnitor for any settlement payment made by Indemnitee to the claimant. In all events, Licensor's cumulative liability to any and all Indemnitee(s) shall not for any reason exceed the amount of money paid by Licensee to Licensor under this License.
9.Miscellaneous:
(a) This Agreement sets forth the entire agreement between Publisher and Digitrax with respect to the subject matter hereof, superseding any and all prior written and/or oral agreements and understandings, and may not be modified or amended except by written agreement executed by the parties.
(b) No breach of this Agreement shall be deemed a material breach until the party against whom such breach is alleged shall have received written notice of the same from the party alleging such breach, and the notified party shall have failed to cure such breach within thirty (30) days after the receipt of such notice (fifteen (15) days, in the case of a payment of money).
(c) This agreement shall be governed by the laws of the state in which Licensor is incorporated and the law shall be applicable to agreements made and to be wholly performed within such State, and the State and/or Federal Courts of such state shall be the sole forums for the resolutions of disputes with respect to this Agreement. Both parties hereby submit to the jurisdiction of such Courts for such propose.
(d) Digitrax may not assign its rights, licenses or privileges except to a corporate parent or subsidiary or to purchaser of substantially all of its respective stock or assets.
(e) Publisher shall from time to time (but in any event no less frequently than any other user of the Compositions for similar purposes) during the Term fully cooperate to assist in providing Digitrax with updated list of all Compositions as they become owned or controlled by Publisher and/or available for karaoke use as contemplated herein. Publisher shall provide and deliver to Digitrax any and all information related to the Compositions required for Digitrax to exploit the Compositions and account to Publishers as contemplated herein, including without limitation, the song code and the names of the songwriters and music publishers.
(f) The parties acknowledge that the relationship between them is in the nature of independent contracts and that this Agreement shall not be deemed to create a partnership or joint venture, and neither party shall be deemed to be the other's agent, partner, employee or representative. Neither Digitrax nor Publisher shall issue any press releases or other forms of publicity materials which make specific reference to Publisher or this Agreement without the prior consent of such other party.
IN WITNESS WHEREOF, the parties have caused the forgoing to be executed as of the date set forth electronically through the acceptance of this form.
Login
Register
FAQ
Search
. Personally, I do NOT believe that Kurt has ANY interest in working on Karaoke any more. He likes chasing around his old customers trying to catch them doing something wrong. If he REALLY cared about Karaoke, as a whole, he would be inclined to get with the times.
