Talent License Agreement
LICENSE AGREEMENT This is a License Agreement (“Agreement”) between 99.9 WTGP lpfm, on behalf of itself, its subsidiaries, parents, successors in interest and affiliates (99.9 WTGP lpfm, “we” or “us”) and you, on behalf of yourself, your band members and all others who have an ownership interest in the “Content” (as defined below) (collectively, “You” or “you”). All capitalized terms shall have the meaning set forth in this Agreement. 1. License. You grant to 99.9 WTGP lpfm the world-wide non-exclusive right and license, in perpetuity (unless terminated earlier by You or 99.9 WTGP lpfm as set forth below), to use, copy, modify, adapt, translate, publicly perform, digitally perform, publicly display and distribute any sound recordings, compositions, pictures, videos, song lyrics, still images, Your name, picture, portrait, photograph, band information data, graphics, trademarks, text, information, screen names, profiles, newsletters, gig listings, playlists, podcasts, blogs, broadcasts, messages, software, XML, RSS and links and/or other content (collectively, the “Content”) submitted by You to us on this website (the “Site”), including portions, composites, likenesses or distortions or alterations of same, in whole and in part, and to prepare derivative works of, or incorporate into other works, the Content, in connection with the preparation transmission, operation, production and advertising of and for all media and methods. 99.9 WTGP lpfm shall have no express or implied obligation to use or permit the Content to appear or remain on the Site or on any 99.9 WTGP lpfm Service or to promote, perform, display or distribute the Content at all, or in any particular manner or in any minimum quantities. 99.9 WTGP lpfm retains the right to provide (or not to provide) the 99.9 WTGP lpfm Services and advertising or promotional support to the 99.9 WTGP lpfm Services and the Content as it may choose, it being understood that all decisions in this regard shall be made by the 99.9 WTGP lpfm in its sole discretion. 99.9 WTGP lpfm shall further have the right to remove the Content from the Site and from all other 99.9 WTGP lpfm Services without any liability or obligation to you. 2. Ownership. As between You and 99.9 WTGP lpfm acknowledges and agrees that you have all rights of ownership, including without limitation, all rights of copyright and copyright renewal in and to the Content. 99.9 WTGP lpfm acknowledges that nothing in this license shall give 99.9 WTGP lpfm any right, title or interest in the Content other than to use the Content as specified in this Agreement. 3. Editing rights. 99.9 WTGP lpfm shall have the right, but not the duty, to use, adapt, edit, add to, subtract from, arrange, rearrange, revise, and change the Content or any part thereof for purposes of conforming to time segment requirements, applicable laws and regulations, establish telecast policy and standards and practices, and to insert commercials and/or other announcements. You hereby waive on behalf of Yourself and Your band members, Your employees and all persons who provide services and materials in connection with the Content, any “moral rights” of authors or “droit morale” and any similar rights or principles of law throughout the world, including, without limitation, any right to approve any such revisions, deletions, abridgment, or other changes in the materials furnished hereunder. 4. Representations and Warranties. You represent and warrant that: (a) You are at least 18 years old. If any member of Your band is a minor, You hereby warrant that you have the legal right to execute this Agreement on behalf of the minor artist and have obtained all necessary consents and guarantee such person’s performance of the terms of this Agreement; (b) You have full right and power to enter into and perform this Agreement, and have secured all third party consents necessary to enter into this Agreement and to submit the Content as provided herein, including from Your band members and all other who may claim ownership of the Content; (c) The Content is Your or Your band’s own original work (this means You or Your band recorded it and wrote it in its entirety and it contains no sampled or replayed material or material otherwise created by someone who is neither You nor Your band); (d) The Content does not and will not infringe any third party’s copyright, trademark or other intellectual property or other proprietary right, or right of publicity or privacy; (e) The Content does not and will not violate any local, state, federal or international law; (f) The Content is not and will not be defamatory, libelous, abusive, pornographic or obscene, or infringe upon the rights of any third party, including but not limited to rights of privacy and publicity; (g) The Content will not contain or transmit files, data or other materials containing a computer virus, corrupted data, worms, “Trojan horses” or other instructions or designs that would erase data or programming or cause the Site or any equipment or system to become inoperable or incapable of being used in the full manner for which it was designed; (h) You have not falsified Your identity or provided forged e-mail addresses or mail addresses, or otherwise attempted to mislead others as to Your identity in this submission and will not do so in the future in connection with this submission; and (i) All factual assertions that You have made and will make to us are true and complete. 5. Indemnity. You shall be fully responsible for any violation of this Agreement including the representations and warranties made herein, and You agree to indemnify and hold 99.9 WTGP, its officers, directors, employees, agents, listeners and users of the Site from any and all losses, costs, liability, damages and expenses, including reasonable attorneys’ fees, arising out of or related to Your breach of the representations and warranties made in this Agreement or any claims arising from the Content you submit, post, transmit or make available through the Site.,or Your use of the Site. Except as described in Section 1 above, you are solely responsible for all licensing, reporting and payment obligations of all kinds in connection with the Content, its distribution and use (including but not limited to union or guild payments and any other third party payments of any kind). You agree to execute and deliver documents to us that we may request to confirm our rights under this Agreement. You acknowledge that our Site and other 99.9 WTGP lpfm Services may from time to time encounter problems and may not necessarily continue uninterrupted without technical or other errors, and we shall not be responsible to You or others for any such interruptions, errors or problems or an outright discontinuation of our service. 6. DISCLAIMERS. IN ADDITION TO ANY DISCLAIMERS PROVIDED ELSEWHERE IN THIS AGREEMENT, 99.9 WTGP LPFM MAKES NO WARRANTIES RELATED TO THIS AGREEMENT OR THE SITE OR ANY OF THE 99.9 WTGP LPFM SERVICES AND EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND THOSE ARISING FROM COURSE OF DEALING, USAGE OR TRADE. 99.9 WTGP LPFM SHALL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, OR LOSS OF USE DAMAGES), AND WHETHER OR NOT FORESEEABLE AND REGARDLESS OF THE FORM OF ACTION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF 99.9 WTGP LPFM HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY HEREUNDER FAILS ITS ESSENTIAL PURPOSE. 7. Termination and Repeat Infringer Policy. At any time after the date you first upload Content onto the Site, You may choose to terminate this Agreement for that Content by sending an e-mailed request to WTGP99.9FM@gmail.com identifying the Content and the specific date of submission. 99.9 WTGP lpfm will make commercially reasonable efforts to delete the identified Content within sixty (60) days from the 99.9 WTGP lpfm Services. 99.9 WTGP lpfm will not be responsible for, and need not take any steps to withdraw or terminate the future distribution of, any copies of any of Your Content that may have been distributed (including by download) by 99.9 WTGP lpfm or from the Site before we removed Your Content. You agree that 99.9 WTGP lpfm may, in its sole discretion and without prior notice, immediately terminate Your account, any associated email address, and Your access to the Site and remove Your Content from the 99.9 WTGP lpfm Services. Cause for such termination shall include, but not be limited to: (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by You (self-initiated account deletions), (d) discontinuance or material modification to the Site (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, or (g) if You have engaged in fraudulent or illegal activities in connection with the Site or the Content. 99.9 WTGP lpfm respects the copyrights and other intellectual property rights of others. We expect You to respect those rights as well. Among other things, You agree that You will not include in the Content recordings made by others, recordings the copyright in which is owned by anyone else, recordings of songs written by anyone other than You, recordings of songs the copyright in which is owned by anyone else, recordings that include samples of other recordings. 99.9 WTGP lpfm will terminate Your account and Your ability to use the Site if You are determined to be an infringer of the copyrights of others. 99.9 WTGP lpfm may, in its sole discretion, terminate Your account and Your ability to use the Site if You are the subject of one or more notices or subpoenas claiming that You have posted infringing content and such notices or subpoenas have not been timely contested, or if it otherwise determines that You are engaging in infringement. In addition, 99.9 WTGP lpfm expressly reserves the right to terminate Your account and Your ability to use the Site if 99.9 WTGP lpfm, in its sole judgment, believes that circumstances relating to the infringement of third party intellectual property rights warrant such action. 8. Modifications to Agreement. We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms of this Agreement. We will post or display notices of material changes on the Site or we may e-mail You about these changes. Once 99.9 WTGP lpfm posts them on the Site, these changes become effective immediately and if You use the Site after they become effective, it will signify Your agreement to be bound by the changes with respect to existing as well as new Content. You should check back frequently and review the terms and conditions of this Agreement regularly so You are aware of the most current rights and obligations that apply to You and the terms and conditions of Your Agreement with us. 9. Ownership of Intellectual Property on the Site. Except as explicitly provided herein, the contents of this Site and all other 99.9 WTGP lpfm Services, including all software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protectable elements of the Site and other 99.9 WTGP lpfm Services, including, without limitation, the selection, sequence and “look and feel” and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, “Material”), are the property of 99.9 WTGP lpfm, and any of its parent companies, subsidiaries, successors and assigns, and any of their respective licensors, advertisers, suppliers, and operational service providers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, the term “Site” and “99.9 WTGP lpfm Services” includes all related “Material” as well. The Site is to be used solely for Your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the Site, including notices on any Material You download, transmit, display, print or reproduce from the Site. You shall not, nor will You allow any third party (whether or not for Your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of 99.9 WTGP lpfm or its owner if 99.9 WTGP lpfm is not the owner. Any unauthorized or prohibited use of any Material may subject You to civil liability, criminal prosecution, or both, under applicable federal, state and local laws. We require users to respect our copyrights, trademarks, and other intellectual property rights. We likewise respect the intellectual property of others. On receipt of paper notice under the Digital Millennium Copyright Act, we will act expeditiously to remove content on the Site that infringes the copyright rights of others and will disable the access to the Site and its services of anyone who uses them to repeatedly to infringe the intellectual property rights of others. You do not have and we expressly shall not provide You the right to use any of our trademarks, copyrights or other proprietary information or property in connection with any activity, or to create any implied endorsement by us of You, unless authorized by 99.9 WTGP lpfm in its sole discretion in writing in advance. 10. Notice for Claims. 99.9 WTGP lpfm has no obligation to monitor the Site. However, if You or any user believes that the Site contains elements that infringe copyrights in Your work, please follow our Notice and Procedure for Making Claims of Copyright Infringement. Notice and Procedure for Making Claims of Copyright Infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement on this Site should be sent ONLY to our Designated Agent. NOTE: THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR NOTIFYING THE SERVICE PROVIDERS REFERENCED BELOW THAT YOUR COPYRIGHTED MATERIAL MAY HAVE BEEN INFRINGED. Written notification must be submitted to the following Designated Agent: Service Provider(s): 99.9 WTGP lpfm Name of Agent Designated to Receive Notification of Claimed Infringement: 99.9 WTGP lpfm/ Sequatchie Radio Group, Inc. 178 Cherith Circle Pikeville, TN 37367 By Facsimile: (423) 447-8329 By Email: WTGP99.9FM@gmail.com
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