General 

 

1.1. The Agreement herein is made between you and “Audio Exchange LLC” (or by any other name), the owner of the site: www.audio.exchange, and it settles the terms and conditions under which you may receive the right to download works of music included in the Site’s Repertoire and use them (hereinafter: Works). The Agreement herein is drafted in the masculine for convenience purposes only and refers to both genders. 

 

1.2. You hereby declare and confirm that: (1) you have read the Agreement herein, understood the stated therein and you hereby agree to engage in it; (2) your age does not limit you from lawfully engaging in the Agreement herein and there exists no other legal prevention for your engagement in the Agreement herein; (3) you are authorized to engage in the Agreement herein for yourself, personally, or for the corporation the details of which were specified upon purchase of the license. 

 

1.3. You hereby declare and confirm that the Company is the owner of all the rights in the Works, inclusive of all intellectual property rights and all copyrights, and that you do not and will not have any rights whatsoever in the Works, exclusive of the right of use as specified in the Agreement herein.

 

Opening an account 

 

2.1. In order to use the Site’s services and receive a license for using the Works as specified in the Agreement herein, you are required to open an account in the Site, provide accurate and full details, and pay for the license. It is forbidden to provide a nonexistent email address or an email address which does not belong to you, to impersonate to another person or body, or to mislead in any other way regarding your identity or your credit card details. The License Agreement herein will come into force upon payment. 

 

2.2. You are required to protect the confidentiality and safety of the account details (username and password), and you will bear full and exclusive liability for all activities in your account. 

 

2.3. You must inform the Site immediately of any unauthorized use of your account.

 

License to use 

 

3.1. Use of the Site and the Works is subject to the terms of use in the Agreement herein and as may be set from time to time by the Site, and will be done only in accordance with them. 

 

3.2. Upon purchase of subscription and subject to fulfillment of all your undertakings according to the Agreement herein you are hereby granted a nonexclusive license (hereinafter: License) to download musical works included in the Site’s Repertoire (hereinafter: Works) and to use them for integrating and/or synchronizing them in projects and productions combining sound, text, and images (in any language), such as: video clips and segments, advertisements, presentations, applications, games, animations, slides, multimedia, podcasts, audiobooks, software, films, series, various programs and so on (hereinafter: Projects). The term Works used in the Agreement herein refers both to the works and to recordings of the works in the Site’s Repertoire. 

 

3.3. The License includes the right to present and/or play in public and/or distribute the Works being integrated and/or synchronized as part of the Projects, in all existing means of media, inclusive of smart phones, tablets, personal computers, in various internet sites, in social networks, in online stores (such as iTunes), in video sharing sites (such as Vimeo, YouTube and so on), on television and in any other known means, and inclusive of physically by CDs or any other data storage device. 

 

3.4. The License gives you the right to make a reasonable use of the Site and the Repertoire in it, and does not limit the number of Projects in which you are entitled to integrate and/or synchronize the Works you download from the Site, in condition the daily number of downloads does not exceed 40 Works. It is 3 hereby clarified that downloading contents from the Site by any automatic means such as software, bots, or any other technical mean will not be considered a reasonable use and is prohibited according to the License conditions. 

 

3.5. The License is personal and nontransferable. Licensee is the person whose name is specified in the License purchase form. To the extent the user is a legal entity which is not a private individual, its name will be specified in the License purchase form and it will be the Licensee. 

 

3.6. The License to Use is nonexclusive and all Works in the Site, inclusive of the Works you use, will be open for the use of others. 

 

3.7. The Site will be entitled to add/remove Works of music from the Repertoire from time to time at its discretion, and you will bear no claim or demand in this regard. 

 

3.8. The Agreement herein is not such as to limit the Company in any manner from selling and/or transferring and/or granting Licenses to use any of the Works, in whole or in part, to third parties, at its discretion. 

 

3.9. The License to Use is valid in perpetuity if the Works have been downloaded with a valid subscription. The subscription grants access to the Works for one year and is automatically renewed every year unless you decide to cancel. Responsibility for cancelling the subscription is yours and you are required to take the necessary actions in order to cancel your automatic-recurring subscription payment in your PAYPAL account.

 

You are entitled to cancel the subscription within 14 days from the date of its purchase and/or renewal and get a refund. By the end of 14 days from the purchase and/or renewal of the subscription you will not be entitled to cancel the subscription. To the extent you cancel the subscription within 14 days and get a refund as mentioned, you will be absolutely forbidden from making any use of any of the Works you downloaded from the Site during the 14 days period as from the purchase and/or renewal of the subscription and until the cancellation by you, and any use of any of the Works which were downloaded during that time will be considered a violation of the License and a violation of copyrights. Upon termination of the subscription for any reason whatsoever the Agreement and the License to 4 Use granted by its virtue will also be terminated. Expiration of the License is not such as to derogate from your right to continue and use the Works you downloaded during the time the License was valid, and which you integrated in Projects. 

 

Limitations of Use 

 

4.1. You hereby undertake not to sell and/or transfer and/or share and/or give license to use and/or allow others to record anew and/or present and/or play in public and/or copy and/or distribute in any manner any of the Works in themselves, whether for any consideration or for no consideration. Furthermore, you undertake not to use any of the Works as a separate file and/or to present it as a separate file and/or make it available for download as a separate file or at all, in any manner whatsoever. 

 

4.2. You hereby undertake not to make any use of the Works in themselves, but only to integrate or synchronize them as part of the Projects. In any engagement with third parties regarding Projects, you hereby undertake to include an undertaking of the third parties not to use the Works in themselves and to act to the best of your ability to protect the Works from being copied or used in themselves. 

 

4.3. You hereby undertake not to use the Works in order to provide service which competes with the Site, such as a music collection, a music library, a database or in any other manner. Furthermore, you hereby undertake not to store and/or share and/or upload the Works as an independent file to any internet sites and/or to enable access to them by any third parties, and inclusive of file sharing sites or social networks (such as YouTube, Facebook, Twitter and so on). 

 

4.4. You hereby confirm that it is known to you that the License granted to you according to the Agreement herein is nontransferable and it is not possible to grant sublicenses by its virtue. 

 

4.5. You hereby undertake not to claim ownership of any of the Works, inclusive of by YouTube content identification.

 

Forbidden Uses 

 

5.1. It is forbidden to use the Works in any manner which is illegal and/or in any other manner which may damage the artist, the Site’s reputation, or third parties, and inclusive of in any manner which violates the rights of third parties. 

 

5.2. It is forbidden to use the Works, inclusive of as part of Projects, in context of violence, or encouragement of violence, pornography and abomination, racism, hate and discrimination against any person or based on race, religion, sex, sexual orientation, community or nationality, threats, hurting the helpless, violating privacy, slander and any other insulting contents. The Site reserves its full right to determine at its discretion whether a use of a Work constitutes a violation of this article and you hereby undertake to accept the Site’s decision in this matter. 

 

5.3. It is forbidden to use the Works in any manner contrary to court orders and/or which was forbidden by the provisions of any law. 

 

5.4. It is forbidden to use the Site or the Works in a manner which might damage, block, cause an overload or harm the Site, the communication networks and any communication equipment, or to interrupt any other body’s use of the Site. You are not entitled to try and obtain unauthorized access to the Site, the contents, other people’s accounts or computer systems or to networks connected to the Site by any means whatsoever. 

 

5.5. It is known to you that the Site might demand that you immediately cease using any of the Works in case the Site receives a notice according to which the Work might be violating any third party rights. To the extent you are notified by the Site that it is forbidden to use any of the Works, you hereby undertake to cease using same and to take all the actions required in order to make anyone on your behalf cease the use mentioned.

 

Exemption from liability 

 

6.1. The Works and the services provided in the Site are provided for use ASIS and AS AVAILABLE and you will bear no argument, claim, or demand toward the Site for their suitability for your needs or for their properties. 

 

6.2. The Site does not warrant that the Site’s services will not be interrupted or will be immune to damage, malfunctions, defects or failures and all in the hardware, software, communication systems and lines, at the Site or at any of its suppliers. 

 

6.3. The Company will bear no liability in case any of the Works is not available in the Site, for any reason whatsoever, during the term of the Agreement. 

 

6.4. The Site will bear no liability in any manner to the use of any other additional contents which you may integrate in the Projects and you will solely bear full and exclusive liability for using them.

 

6.5. The Site reserves its right to remove and/or add Works to the Repertoire at any time at its exclusive discretion and you will bear no claims or arguments in this regard. 

 

6.6. The Site will bear no liability for any direct or indirect damage, pecuniary or another, which you might incur consequent upon: (1) changes the Site may make to the Services, all or any of them; (2) ceasing, temporarily or permanently, the provision of the Services, all or any of them; (3) changing, adding or removing any of the Services’ characters or properties, all or any of them; (4) changing, adding or removing any contents from the Site and/or recordings or Works from the Repertoire, all or any of them.

 

Intellectual property rights 

 

7.1. All the information, the Works and contents included in the Site and the services offered therein, inclusive of text, illustrations, graphics, sound, graphic segments, software applications, graphs and photos are protected by copyrights and intellectual property rights of the Site or of other suppliers. 

 

7.2. The Agreement herein grants you an authorization to use the Site and the Works in accordance with the provisions of the Agreement herein only and is conditioned by your undertaking not to make or be involved in the making of any activities which breach the Agreement herein, and specifically in activities which cause the violation of intellectual property rights and/or deviation from the provisions of the License. 

 

7.3. You are forbidden from using the Site name and trademarks and logos which are in the Site. 

 

7.4. You hereby declare and confirm that you do not and will not have any ownership and/or intellectual property rights in the recordings and/or the Works and/or the contents of the Site and/or the Site’s trademarks and its design, and that your right is restricted to the limited Right of Use granted to you in the Agreement herein.

 

Site’s rights in case of a violation on your behalf 

 

8.1. You hereby agree that any unauthorized use by you and/or by anyone on your behalf of any of the Works or in a manner deviating from the conditions of the License herein, constitute a breach of the Agreement as well as a violation of the copyright laws, and the Site and anyone on its behalf have the full right to exercise all rights and remedies available to it by law in such case. To the extent the violation is done by a person other than you but who is under your control, then you are required to take any possible action to immediately cease the violation. 

 

8.2. The Site will be entitled, at its exclusive discretion and without any prior notice, to block your access to the Site, temporarily or permanently, in case you violate the law or any of the Site’s terms of use, or if there exists any other interruption to the Site’s regular activity, and you will bear no claim or demand in this regard. 

 

8.3. Without derogating from the above mentioned, to the extent you breach the Agreement herein, the Site will be entitled to disclose your name and details known to it about you in any legal proceeding, even without the awarding or a judicial order so instructing. You hereby undertake to indemnify the Site and anyone on its behalf for any argument, claim, damage, loss, loss of profit, payment or expense it may incur (inclusive of lawyer’s fee and legal expenses) due to your breach of the provisions of the Agreement. 

 

8.4. The Site reserves the right to disclose personal information about you or about your use of the Site inclusive of the content used without obtaining your permission, if such as act is essential in order to: (1) obey legal requirements or 8 comply with orders issued in a legal proceeding or by a competent authority by any law; (2) enforce the Agreement herein.

 

Nature of the engagement 

 

9.1. You hereby confirm and declare that the engagement between you and the Site is an engagement between the provider of a license and a licensee and the parties are not bound in any employee-employer relations and/or in any partnership relations. 

 

9.2. You will not be able to cancel the engagement in the Agreement herein and as from the moment of engagement you will not be entitled to any refund whatsoever, unless in accordance with the Site’s exclusive discretion. 

 

9.3. The Site has the right to change the conditions of the Agreement herein from time to time at its exclusive discretion. Upon making the changes, the new agreement will be published in the Site and a notice will be sent to you. If you do not agree to the changes in the Agreement, you must cease using the Site and downloading Works, for otherwise your continuing the use of the Site and downloading Works will be considered as accepting the changes mentioned and they will apply to you in their entirety. 

 

9.4. The Site is entitled to assign and/or transfer and/or deliver its rights and/or its undertakings according to the Agreement herein, in whole or in part, to third parties as it may see fit and at its exclusive discretion, and any transferee as mentioned will be entitled to make a transfer as mentioned to third parties as it may see fit without having to obtain your consent. 

 

9.5. Upon termination of the Agreement for any cause whatsoever, the License to Use granted to you by its virtue will expire and you hereby undertake to immediately cease downloading Works and using them. 9.6. The Agreement herein forms and summarizes all the provisions agreed between the parties with all that relates thereto and any agreement and/or undertaking and/or declaration not specifically included in the Agreement herein will not be valid. You hereby waive in advance any claim according to which the Agreement 9 was changed and/or amended and/or canceled by conduct or by any correspondence between you and the Company or anyone on its behalf. 

 

9.7. You hereby undertake to indemnify the Company for any damage and/or expense it may incur consequent upon any use a Licensee may do of a recording in a manner contradicting the provisions of the Agreement herein. 

 

9.8. You bear responsibility for payment of all taxes and expenses applying to you consequent upon the Agreement herein, to the extent such may apply. 

 

9.9. If and to the extent any provision of the Agreement herein is decided by court to be illegal or unenforceable, it will not be such as to derogate from the validity of the other provisions of the Agreement herein. 

 

9.10. The laws of the State of Florida will exclusively apply to the Agreement herein and the jurisdiction to hear any issue resulting from or regarding the Agreement herein, directly or indirectly, will be given exclusively and uniquely to the Florida Court and no other court anywhere else. Without derogating from the above mentioned, the Licensee hereby agrees that the Site will be authorized to act according to judicial orders in any jurisdiction. 

 

9.11. You hereby agree that the Site will be able to send you email notices referring to the Site’s Services and email messages in various subjects, inclusive of regarding benefits to members of the Site. 

 

9.12. The Agreement herein complements the Site’s terms of use and is not such as to derogate therefrom. In case of any discrepancy between the Agreement herein and the terms of use in the Site, the provisions of the Agreement herein will prevail. 

 

9.13. Notices according to the Agreement herein will be given in writing and delivered by hand or be sent by email according to the email address you specified in the registration form. Any delivery of a notice by email as stated in the article herein will be considered a lawful delivery.

 

Additional

 

Any promotions applied to downloads are paid to owner after total amounts. Any coupons or coupon codes applied are paid to owner at the rate of what was paid not what was listed.

 

All users uploading audio agree to the terms and is entering each upload into the following publishing agreement.

All digital distribution submissions are subject to 50% publishing and 50% copyrights (50% to songwriter/owner/producer and 50% to Audio Exchange) terms unless otherwise agreed upon in writing.

assignment of publishing rights in certain compositions

Agreement between Audio Exchange whose address St. Petersburg, Florida (hereinafter referred to as “the Publisher”, “we”, “us”, “our”) and the person or persons (hereinafter referred to as “the Writer”, “you”, “your”) collectively named herein in the section designated as Writer Identification.

This Agreement shall be deemed effective (the “Effective Date”) as of the date designated by the Writer with their using of the website and uploading music.

WHEREAS:

The Publisher is company who specializes in licensing musical works and compositions predominately to film and TV production companies for use within their production; as well as administering and collecting royalties and all services customarily rendered by a publisher in the music industry; and The Publisher wishes to have the benefit of the non-exclusive services of the Writer as a writer and/or composer of musical works as listed in Schedule 1 of this Agreement.

The Writer is the owner and authorized administrator of musical compositions and the Writer wishes to assign to the Publisher copyright and other ancillary rights and licenses vested in designated musical compositions pursuant to the terms of this agreement and is entitled to do so.

NOW IT IS HEREBY AGREED as follows:

  1. DEFINITIONS
    1. Compositions: shall mean the musical works composed by the Writer as uploaded to the Audio Exchange server.
    2. Rights Period: ending 50 years from the upload date hereof.
    1. Revenue: all monies earned and directly identifiable as being from exploitation of the Recordings and Compositions received by or credited to the Label or its sub-Labels as appropriate, less only:
      1. taxes required to be and actually deducted;
      2. third party collection society charges;
      3. sums payable by way of remuneration to arrangers, adaptors and translators of Recordings and Compositions;
      4. sums permitted to be retained by sub-publishers or licensees.
    2. Territory: shall mean all countries of the World.
    3. Sound Recording: a sound-recording of a Composition performed by the Writer.
    4. Covers: means any exploitation of a Composition which embodies the performance of a party other than the Writer’s (or any group of which Writer may be a featured member) and obtained as a result of Publisher’s efforts. In this agreement, Covers will be deemed to be synchronisation for the purpose of calculating royalties.
  1. LICENCE OF RIGHTS:
    1. The Publisher shall be exclusively entitled to administer all Compositions on the terms hereof for the Rights Period throughout the Territory.
    2. The Writer hereby licences solely and exclusively to the Publisher for the Rights Period all title and copyright and similar rights in the Territory in the Compositions and acknowledges and agrees that the Publisher shall subject to the terms hereof be exclusively entitled in the Territory to collect all monies earned there from (other than the so called “writers share” of public performance income if such rights have been granted to any performing rights society) during the Rights Period. In the event that any licensee of Publisher requires an assignment of the rights hereunder from Publisher then Writer shall grant such further rights as shall be reasonably required by Publisher.
    3. The Publisher shall have the right to make available to third parties, via digital transmissions or physical means, copies of the Sound Recordings embodying the Compositions for the purposes of allowing third parties the opportunity to preview and audition the Compositions;
    4. The Publisher shall have the right to broadcast or rebroadcast the Compositions by means of radio or television and by any other means whatsoever, including broadcasts transmitted from transmitters situated in the Territory wherever the same may be received, and to transmit the Compositions to subscribers to a diffusion service by any means whatsoever, whether with or without visual images, and to exploit the same subject always to the terms of any blanket industry agreements from time to time in force in the Territory insofar as applicable;
    5. The Publisher shall have the exclusive right to grant worldwide perpetual or limited licences in respect of any audio visual production originating in the Territory to third parties to reproduce and exploit the Compositions by means of synchronization with any cinematograph film, advertisement, television film or production, videocassette or disc or any other visual image producing device now known or which becomes known after the date of this Agreement known subject always to the terms of any blanket industry agreements from time to time in force in the Territory;
    6. a non-exclusive, irrevocable, royalty-free, licence for the Term period to use and exploit the Sound Recordings throughout the Territory and such use and exploitation shall be limited to:
      1. the right to reproduce the Sound Recordings by means of mechanical and/or digital reproduction by way of record or other sound bearing contrivance and/or visual image producing contrivance (including, but without limitation all of videograms and CD Roms or other digital or electronic formats) or other device now known or to become known after the date of this Agreement solely for PROMOTIONAL purposes.
      2. the rights to copy, edit, alter, fade, stretch, loop, add to or take from the Sound Recordings;
      3. the right to stream the Sound Recordings on our website or a website owned or controlled by us or any third party website of our choosing solely for PROMOTIONAL purposes;
    1. The Publisher, its successors, assignees and licensees shall have the right to use the writer’s name, professional Name, likeness and biography in the Territory for the purpose of exploiting our rights under this Agreement.
    2. The rights granted to the Publisher hereunder shall also apply to and be exercisable by the Publisher’s sub publishers and licensees provided that the Publisher shall remain primarily liable hereunder.
    3. All rights in the Compositions shall automatically revert to the Writer upon expiry of the Rights Period.
  1. OBLIGATIONS OF PUBLISHER
    1. The Publisher shall use its reasonable endeavors to exploit the Compositions, during the Term by either:
      1. making a recording of the Compositions for the purpose of reproducing the same on a record or other sound bearing contrivance, digital download and/or visual image producing contrivance or device for sale to the public; or
      2. procuring the publication of the Compositions in printed form for sale to the public, including the preparation and editing of the work for use in a hire library; or
      3. procuring the grant of a license for the synchronization of the Compositions with any advertisement, jingle, film, television, video cassette, computer game mobile phone operative or disc or any other visual producing device; or
      4. procuring a public performance of the Compositions, including but not limited to a transmission on radio television internet or similar computer network.
      5. obtain Covers of the Compositions.
      6. protect the copyright and all like right in and to the Compositions during the Retention Period.
    1. If any Composition is not exploited by any of the methods outlined above within one (1) year from delivery of such Composition to the Publisher the Writer shall be entitled to notify the Publisher by written Notice that the Writer requires rights in that Composition to be reassigned to the Writer. If within sixty (60) days after such notice, the Composition is still not exploited by any one of the aforementioned then the rights in such Composition shall automatically revert back to the Writer.
  1. ADVANCE PAYMENTS:
    1. In consideration of Writer providing their exclusive services hereunder Publisher shall pay a non-returnable advance of $0 which shall be deductible from Net Receipts before accounting royalties payable herein.
    1. Any agreed amounts paid by or expended by the Publisher on behalf or at the request of the Writer(s) shall be fully recoupable against royalties set out below.
  1. ROYALTIES
    1. There shall be payable to the Writer on “Revenue” which shall mean sums actually received by Publisher in the United States minus the following permissible deductions :
      1. Royalties and/or commissions to sub-publishers and/or licensees which may not exceed fifteen percent (15%), except in the case of covers and synchronizations for which the retention may be twenty five (25%), of the sums arising at source and directly and identifiable from the exploitation of the Compositions.
      2. any direct costs and expenses actually incurred and paid by Publisher or its sub-publishers and/or licensees in earning Revenue, including without limitation, the costs of manufacture and distribution of sheet music, songbooks and other graphic reproductions of Compositions
    1. In respect of exploitation of the Compositions the Publisher agrees to pay to the Writer (subject to recoupment of the advances and other recoupable payments) the following royalties:
      1. Sheet Music Royalties: a fifty percent (50 %) of Net Receipts
      2. Mechanical Royalties: a fifty percent (50 %) of Net Receipts actually received by Publisher from any license issued authorizing the manufacture of the parts of instruments serving to mechanically reproduce the Compositions in the United States.
      3. Synchronization Fees: fifty percent (50%) of Net Receipts
      4. Broadcast/Performance Income: fifty percent (50%) of the “publisher’s share” of all performing fees received by the Publisher from the broadcast/public performance of the Compositions.
      5. Foreign Income: fifty percent (50%) of any all Net Receipts, after deduction of foreign taxes, actually received (less any cost of collection) by Publisher in United States from sales, licenses and other uses of the Compositions in countries outside the Australia other than public performance fees which are paid directly to Writer.
      6. Other Income: fifty percent (50%) of Net Receipts from any other source being directly identifiable as from usage(s) of the Compositions and not otherwise specifically referred to in this Agreement.
  1. ACCOUNTING
    1. The Publisher shall account to Writer in respect of each accounting period as at 30th June and 31st December in each year and shall show all monies received by the Publisher by request only. Such statements shall be emailed within thirty (30) days after the end of each accounting period together with a remittance by the Publisher to the Writer of all sums thereby shown to be due, provided that the aggregate of such sums exceeds (with balances carried forward from previous periods) the sum of U$250.
    2. Not more than once in each year and subject to giving Publisher thirty (30) days prior written notice, the Publisher shall at the request of the Writer allow the Permitted Auditors to examine the relevant parts of all royalty accounts and statements only in so far as the same relate to the Compositions hereunder.
    3. In the event that the Permitted Auditors as aforesaid carry out such an examination Writer shall provide Publisher not less than thirty (30) days prior to such examination with a full list of the titles and writers of all Compositions in respect of which the examination is to be conducted. The Writer acknowledges that the documents made available for examination contain confidential commercial information and neither the Writer nor the Permitted Auditors shall disclose (other than to Writer’s professional advisors) or use on behalf of any third party any facts or information obtained as a result of any such inspection. After completion of the examination the Writer shall provide the Publisher with a full copy of all reports resulting therefrom.
    4. No examination shall be conducted in respect of accounting periods commencing more than two (2) years prior to the date of receipt by the Publisher of a request to conduct the same, or shall be conducted in respect of accounting periods which shall have been the subject of a previous audit hereunder. Any royalty statement or payment submitted by the Publisher to the Writer and unchallenged by the Writer within two (2) years from the date of issue thereof shall be deemed conclusively settled and binding on the Writer unless a notice to audit such account has already been received by the Publisher.
    5. In the event that any audit reveal an underpayment in excess of ten percent (10%) the Publisher shall forthwith remit such sums to the Writer together with the reasonable cost of the audit and interest on the sum underpaid at a rate of four percent (10%).
  1. WARRANTIES: The Writer represents and confirms that;
    1. Compositions written or to be written or produced hereunder shall be original and written in good faith and the exploitation of the rights assigned by this agreement will not infringe the rights of any third party;
    2. The Writer is fully entitled to enter and perform under this Agreement;
    3. The Writer shall promptly and accurately inform Publisher of all the titles of Compositions to be recorded and produced within the Term of this Agreement, the Writer’s interest therein and names and interest of co-writer(s) (if any);
    4. Writer will execute or sign any other document and do all other acts and things which may be reasonably required to vest in the Publisher the rights granted hereunder.
    5. Writer indemnify Publisher, its successors and assigns against all cost, damages, losses and expenses (including legal expenses) suffered by Publisher as a result of any breach by Writer of the warranties and declarations on you Writer’s part contained herein as are provided by final order or award of a court or settled with Writer’s consent.
  1. ASSIGNMENT
    1. The Publisher shall be entitled to assign this Agreement and its benefits and burdens to any Company which is actively engaged in the business of music publishing.
    2. No such assignment shall relieve the Publisher of any of its obligation hereunder and as a condition of such assignment being effective Publisher shall procure that the assignee shall enter into a direct covenant with the Writer to comply with all of the terms and conditions of this Agreement.
  1. JURISDICTION
    1. This agreement shall be governed by the laws and in the courts of the State of Florida and by the laws of the United States. Any dispute or legal proceeding regarding the agreement shall take place in the county of Pinellas, in the State of Florida.
    2. Arbitration and Mediation shall be also considered by both parties as alternative methods of dispute resolution should it be deemed appropriate according to the circumstances and agreed by both parties’.
    3. THIS DOCUMENT CONTAINS AN IMPORTANT AGREEMENT WHICH WILL AFFECT THE ARTIST CAREER AS A SONGWRITER. BEFORE SIGNING WRITER SHOULD BE SURE THAT WRITER UNDERSTANDS ITS CONTENTS AND THAT WRITER WISHES TO BE BOUND BY IT. PUBLISHER RECOMMENDS WRITER TAKING LEGAL ADVICE FROM AN INDEPENDENT EXPERT.
  1. LIABILITY: The liability of each member of the Writer hereunder shall be joint and several.
  1. TERMINATION BY WRITER
    1. This Agreement shall terminate immediately if Publisher enter into liquidation (other than a voluntary liquidation for the purposes of reconstruction or reorganization) or if a trustee or a receiver is appointed to take over all or a substantial part of Publisher’s assets and undertaking.
    2. If of the termination of this Agreement pursuant to clauses 11.a or 11.b all rights in the Compositions granted to Publisher under this Agreement shall revert immediately to Writer without further formality. Subject to the payment by Publisher of any and all royalties, fees and sums then due from Publisher to you under this Agreement, Publisher shall be under no further liability to Writer, whether by way of damages or otherwise.
  1. TERMINATION BY PUBLISHER
    1. If Writer (being a natural person) enter into bankruptcy or if Writer (being a body corporate) make any composition of their creditors or if a trustee in bankruptcy is appointed to take over all or a substantial part of Writer’s assets and undertaking, Publisher shall have the option to terminate this Agreement immediately upon giving notice of such termination to Writer.
    2. If Writer is in fundamental breach of the provisions of this Agreement to be performed and such default shall continue for a period of 30 (thirty) days after the receipt by Publisher of notice from Publisher alleging such default, then Publisher shall have the right at any time following Writer’s receipt of such notice to terminate this Agreement immediately upon giving notice of such termination to Writer, SUBJECT TO PAYMENT OF ROYALTIES TO WRITER.
    3. Termination of this Agreement pursuant to clauses 12.a or 12.b shall be without prejudice to Publisher rights under this Agreement in respect of each and all of the Compositions to which Publisher were entitled pursuant to this Agreement at the date of such termination.

Publisher and Writer hereby execute this Agreement by counter-parts with the signatures, date and identification details below:

PUBLISHER

Name of person authorized to sign on behalf of the Publisher: Audio Exchange

Signature: Danielle Johnson

PRO Affiliation: ASCAP

PRO Number: 1051705788

 

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