This Agreement describes the legal relationship between you (an individual, representing yourself, or if applicable, acting as legal representative for a band, group, company or corporation) and BlastMyMusic LLC. BlastMyMusic™ an Oklahoma LLC duly incorporated under the laws of the State Of Oklahoma, USA and having offices at 6931 E. 111th Place Bixby, OK 74008 ("BlastMyMusic") the Owner and Operator of the web pages at www.BlastMyMusic.com. You, the artist, will be referred to as "OWNER." Please read this document carefully. By checking the box next to "“I HAVE READ AND AGREE TO THE TERMS OF USE AND THE DIGITAL DISTRIBUTION AGREEMENT”, you will become a party to, and will be bound by this Agreement. By checking the box next to “I HAVE READ AND AGREE TO THE TERMS OF USE AND THE DIGITAL DISTRIBUTION AGREEMENT”, you signify: You are the artist, have or posses the right to the music and art or you are in full power of attorney of all right to the music and art. If you do not agree with the above or any of the terms and conditions of this Agreement, Do Not Check the box next to “I HAVE READ AND AGREE TO THE TERMS OF USE AND THE DIGITAL DISTRIBUTION AGREEMENT”. We may modify this Agreement from time to time as further described in Section 7 below. The "Effective Date" of this Agreement is the date on which OWNER checks the box next to “I HAVE READ AND AGREE TO THE TERMS OF USE AND THE DIGITAL DISTRIBUTION AGREEMENT”. By clicking on the appropriate boxes, you will be agreeing to those provisions as set out in this Agreement.
1. Definitions.The following terms shall have the following meanings for purposes of this Agreement:
"Artwork" means album cover artwork and any other artwork relating to OWNER CONTENT that OWNER has designated to be distributed by BlastMyMusic under this Agreement. Any artwork that is provided by or on behalf of OWNER to BlastMyMusic before or during the Term will be deemed approved for public display by OWNER unless OWNER promptly notifies BlastMyMusic in writing to the contrary.
"Digital Master" or "Digital Masters" means copies of OWNER CONTENT in digital form, which BlastMyMusic may sell via permanent digital download, streams or burns, as individual tracks or as whole albums, pursuant to the terms and conditions of this Agreement.
"OWNER CONTENT" means sound recordings (master recordings) and underlying musical works (songs) that OWNER has made available to BlastMyMusic during the Term for sale on the BlastMyMusic Site that Artist has designated for digital distribution in accordance with this Agreement. Any sound recordings and the underlying musical compositions that are provided by or on behalf of OWNER to BlastMyMusic must be owned or controlled by OWNER and have been cleared by OWNER.
"BlastMyMusic Webite" means the retail website owned by BlastMyMusic at www.BlastMyMusic.com where OWNER has registered to sell Digital Masters of the OWNER CONTENT through BlastMyMusic. By agreeing to this Agreement, any OWNER CONTENT made available on the BlastMyMusic Website that Artist designates will be made available for digital distribution by BlastMyMusic according to the terms of this Agreement. BlastMyMusic is effectively providing a tools to the OWNER.
"Term" Means A Period Of One Year Commencing On The Date That You Acknowledged And Agreed To The Terms Of This Agreement, After Which Such Term Shall Automatically Renew For Successive One-Year Periods. OWNER May Terminate This Agreement At Any Time By Providing BLASTMYMUSIC With Thirty (30) Days' Written Notice Of OWNER's Intention To Terminate. Termination Shall Be Administered By Email to leaving@blastmymusic.com, or by deleting their account at www.blastmymusic.com
"Territory" means the World.
2. Authorization.Subject to the terms of this Agreement, OWNER hereby appoints BlastMyMusic as a non-exclusive authorized representative for the sale and other distribution of Digital Masters of the OWNER CONTENT. Accordingly, OWNER hereby grants a non-exclusive right to BlastMyMusic, during the Term, to:
a. reproduce and convert OWNER CONTENT delivered by OWNER into Digital Masters;
b. To promote the sale and distribution of applicable Digital Masters;
c. promote, sell, distribute, and electronically fulfill and deliver Digital Masters, as individual tracks or entire albums, and associated metadata to purchasers who may use such Digital Masters for their own personal use.
d. display and electronically fulfill and deliver Artwork for personal use by purchasers solely in conjunction with the applicable purchased Digital Masters;
e. use OWNER CONTENT, Artwork and metadata as may be reasonably necessary or desirable for BlastMyMusic to exercise BlastMyMusic’s rights under the terms of this Agreement.
3. OWNER Obligations.OWNER shall obtain and pay for any necessary clearances and licenses in the Territory for all OWNER CONTENT and Artwork. OWNER shall be responsible for and timely pay (i) any royalties and other income due to artists, authors, co-authors, copyright owners, co-copyright owners, producers and other record royalty participants from sales or other uses of Digital Masters, (ii) all mechanical royalties payable to publishers and/or authors or co-authors of copyrighted musical compositions embodied in Digital Masters from sales or other uses of Digital Masters, (iii) all payments that may be required under collective bargaining agreements applicable to OWNER or third parties other than BlastMyMusic , and (iv) any other royalties, fees or sums payable with respect to the OWNER CONTENT, Artwork, metadata and other materials provided by OWNER to BlastMyMusic .
If there is a change of circumstance during the Term as a result of which OWNER reasonably believes that it does not have, or no longer has, the rights necessary to authorize BlastMyMusic to use any OWNER CONTENT or Artwork as provided for herein, or OWNER reasonably believes that BlastMyMusic's continued sale or other use of any OWNER CONTENT or Artwork will substantially harm OWNER's relations, or violates the terms of any of OWNER's agreements, with any applicable copyright owner, artist, producer or distributor, then OWNER shall have the right to withdraw, upon written notice to BlastMyMusic, authorization for the sale or other use of such OWNER CONTENT or Artwork. Following such withdrawal, BlastMyMusic shall cease to offer such OWNER CONTENT or Artwork for sale or other use or cause such cessation as soon as is commercially feasible after BlastMyMusic’s receipt of such notice of withdrawal, and OWNER shall use commercially reasonable efforts to clear such withdrawn OWNER CONTENT or Artwork and shall promptly notify BlastMyMusic if and when such OWNER CONTENT has been cleared and is again authorized for use or sale by BlastMyMusic.
Parental Advisory. OWNER agrees that all Digital Masters must not violate any laws regarding defamation, libel, obscenity, hate laws, pornography or any other illegal or be civilly actionable. If OWNER provides a parental advisory warning about a particular sound recording in the OWNER CONTENT, BlastMyMusic shall flag such parental advisory information next to the DIGITAL MASTER being sold. OWNER shall be responsible for determining parental advisory warning status. OWNER shall indemnify and save harmless BlastMyMusic, in the event that failure to provide a Parental Advisory results in any demand, claim or action against BlastMyMusic.
4. Revenue and AccountingBlastMyMusic shall pay the OWNER the following:
DIGITAL SALES. Unless otherwise agreed, BlastMyMusic shall pay the OWNER sixty-five percent (65%) of the retail sale price for the Digital Masters as set by BlastMyMusic from time to time. Unless otherwise agreed, the initial retail sale price for the Digital Masters shall be $0.99 US for audio sound recordings.
Accounting. Accounting shall be continual, with statements being generated and available to the OWNER in the reports section of the OWNER’S account. Dollar amounts that have cleared the thirty (30) day verification process will be available for immediate withdraw. Please allow up to three (3) business days for the transaction to process. All payments shall be made electronically according to the accounting preference selected by the OWNER at the time of the commencement of this Agreement. OWNER may opt to change the form of payment using the Profile section of the OWNER’S account. OWNER may access the OWNER’S account history at any time in order to view up to date accounting. In the event that an account has not been active (i.e. no one has logged in, no songs have been sold) for a period of 6 months, the account is subject to deletion, and any funds owed to OWNER will be forfeited.
5. Names and Likenesses; Promotional Use and Opportunities.BlastMyMusic may use the approved names and likenesses of, and biographical material concerning, any Digital Master, artists, bands, producers and/or songwriters, as well as track and/or album name, and Artwork, in any marketing materials for the sale, promotion and advertising of the applicable Digital Master which is offered for sale or other use under the terms of this Agreement and for the promotion of BlastMyMusic (commercial tie-ins excepted).
BlastMyMusic shall have the unrestricted right to market, promote and advertise the Digital Masters available for purchase as it determines in its discretion. Without limiting the foregoing, BlastMyMusic shall have the right to determine which sound recordings, irrespective of any particular artist, record company or label affiliation, would best further their commercial purposes, and to promote such sound recordings more than others.
6. Copyright and OwnershipAs between the Parties, all right, title and interest in and to (i) OWNER CONTENT, (ii) Digital Masters, (iii) Clips, (iv) all copyrights and equivalent rights embodied therein, and (v) all materials furnished by OWNER, except as to any rights of BlastMyMusic (whether pre-existing or under this Agreement), subject to the rights granted hereunder shall remain the property of OWNER. OWNER represents and warrants that OWNER is the owner or is authorized to deal with the copyrights in the OWNER CONTENT provided to BlastMyMusic under this Agreement.
7. Modification, Termination and Effect of Termination.BlastMyMusic reserves the right, in its sole discretion, to change, modify, add or remove all or part of this Agreement. Notice of any amendments and/or modifications shall be sent to you by email and/or posted in the announcement section of OWNER’S account prior to their effective date. In the event that you do not consent to any such amendments and/or modifications, your sole recourse shall be to terminate this Agreement.
Either party shall have the right to terminate this Agreement prior to the expiration of the Term in the event that the other party breaches any material representation, obligation or covenant contained herein, unless such breach is cured prospectively, no later than thirty (30) days from the date of receipt of written notice of such breach, or if not able to be so cured, then resolved to the other party's satisfaction, not to be unreasonably withheld.
The expiration or earlier termination of this Agreement shall not relieve OWNER or BlastMyMusic of their respective obligations to make any outstanding payments with respect to the sale or other use of Digital Masters in the periods prior to such expiration or termination (and the associated accounting) in accordance with this Agreement.
8. Indemnification and Limitation of Liability.OWNER will indemnify and hold harmless, and upon BlastMyMusic's request, defend, BlastMyMusic and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable legal fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation of OWNER under this Agreement; or (ii) any claim that any Digital Master, sound recording or OWNER CONTENT, Artwork, metadata or any other materials provided or authorized by or on behalf of OWNER hereunder or BlastMyMusic's use thereof violates or infringes the rights of another party. OWNER will reimburse BlastMyMusic and affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification, provided that BlastMyMusic obtains OWNER's written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned.
BlastMyMusic shall promptly notify OWNER of any such claim, and OWNER may assume control of the defense of such claim. BlastMyMusic shall have the right, at its expense, to participate in the defense thereof under OWNER's direction.
9. Additional Representations and Warranties of the Parties.OWNER represents and warrants that:
a. it has the full authority to act on behalf of any and all owners of any right, title and interest in and to the OWNER CONTENT.
b. Each party represents and warrants that it has full authority (age of legal competency being 18 years of age under this Agreement) to enter into this Agreement and to fully perform its obligations hereunder and has obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform its obligations herein.
c. Each party represents and warrants that it owns or controls the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by the other party hereto shall not violate or infringe the rights of any third party.
d. Each party represents and warrants that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party's performance of its obligations under this Agreement.
e. Each party represents and warrants that it shall perform in compliance with any applicable laws, rules and regulations of any governmental authority.
f. OWNER represents and warrants that all OWNER CONTENT delivered under this Agreement shall be free of any so-called "viruses" or any other destructive or damaging programming code.
10. General Provisions.a. No Agency or Joint Venture. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, employee, or representative.
b. Entire Agreement, Modification, Waiver. This Agreement, including any annexes, schedules and exhibits hereto, contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except by a writing signed by the parties. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
c. Binding on Successors. This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of the parties.
d. Notices. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes: (i) on the delivery date if sent by electronic mail to the addresses provided to and by OWNER upon registration with the BlastMyMusic Site, or as properly updated.
e. Governing Law. This Agreement shall be governed and interpreted in accordance with the internal laws of the State of Oklahoma and The United States of America applicable to agreements entered into and wholly to be performed therein, without regard to principles of conflict of laws.
f. Remedies. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and in addition to any other rights and remedies of the parties at law or equity.
g. Headings. The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting the Agreement.
h. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
i. Force Majeure. For the purposes of this Agreement, "Force Majeure" shall mean any event which a party hereto could not foresee, such as fire, flood, acts of God or public enemy, Internet failures, earthquakes, governmental or court order, national emergency, strikes or labor disputes, the effect of which it could not reasonably prevent or predict and which renders impossible or impractical the performance of contractual obligations either totally or in part. The party invoking a Force Majeure shall notify the other party within three (3) business days of its occurrence by accurately describing all the circumstances of the situation involved and its effect upon the performance of its contractual obligations. The taking place of a Force Majeure shall have the effect of suspending the obligations of the party which has invoked the provisions of this Section to the extent such obligations are affected by the Force Majeure. Contractual dates shall be extended for a period equal to the duration of a Force Majeure. The cessation of a Force Majeure shall be communicated by notice within three (3) business days of its occurrence by the party that invoked it.