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MusicBuilder.COM
ARTIST SUBMISSION AGREEMENT
This agreement is entered into by and between MusicBuilder.com, Inc.
doing business as mp3vault.com or MusicBuilber.com hereafter referred to as
"Us", "We", "Our" or "MusicBuilder.com" and you
the artist or individual representing the artist, band or group hereafter referred as
"You", "Your" or "Artist(s)".
1. DEFINITIONS
- to Materials: images, photos, sound or music recordings, lyrics, or video clips in
physical or digital format You provide to Us via electronic or conventional means.
- User(s): Any person(s) who accesses and or uses Our products or Services
- Site(s) or The Site(s): Our World Wide Web sites residing at but not limited to
http://www.mp3vault.com and http://www.musicbuilder.com
- Compilation(s): A collection of Materials provided from one or more Artists, grouped
together by Us and made available Users for free or charge.
- VMS: Virtual Music System allowing users to create custom compilation of individual
songs (VMS Single Songs) provided by you or other artists from the Site. The User will
have the option to securely download purchased songs and or have them physically delivered
on CD-ROM, Audio CD or any medium available.
- VMS Artist CD: A pre-defined compilation of songs provided by any artist or
collaborating artists to compile a finished CD. The User will be able to purchase the VMS
Artist CD as a single product and will not be able to customize the songs contained within
the VMS Artist CD.
2. LICENSE
- By providing Us Material You hereby grant Us a nonexclusive, royalty-free license and
right to:
1. Publicly perform, electronically broadcast, display, distribute and or duplicate any
and all Materials in whole or in part.
2. Use Materials in whole or in part for promotion of Our own or Your products and
services.
3. Reformat, convert or duplicate Materials into formats other than the Materials original
format.
4. Include Materials in whole or in part in Compilation(s)
5. Distribute for a fee to Users as detailed in Exhibit A, any Single Materials through
the Sites’ VMS.
6. Distribute for a fee to Users detailed in Exhibit A, any Materials through the
Sites’ VMS Artist CD compilation.
7. Use names, licensees or individuals, trademarks, trade names or service marks in a
positive manner that will be beneficial for You or Us.
- We acknowledge that the Materials are solely the property of you the Artist and You
retain all ownership of materials.
- Under no circumstances shall the provisions of this Agreement be deemed to require US to
engage in any activities that could, in the reasonable discretion of Ours, result in a
financial loss to Us
3. WARRANTIES
- You represent and warrant that:
1. You have the right and authority to enter into this Agreement.
2. You are the legal owner of all Materials and that all Materials in whole or in part are
your original works.
3. To the best of your knowledge, the Materials do not infringe upon or misappropriate the
proprietary rights of any other person or organization and do not violate any laws,
regulations, or ordinances.
4. All Materials are free of computer viruses and or any type of programming code that
could potentially disrupt the operation of, alter or destroy any hardware or data.
- We represent and warrant that:
1. We have the right and authority to enter into this Agreement.
2. We will, to the best of our ability, accurately replicate, display and
present the Materials.
4. INDEMNIFICATION
- We are providing Our products and service AS IS without warranties.
- You shall defend, indemnify, and hold Us and Our Users harmless from and against any and
all liabilities, losses, damages, costs, and expenses (including, without limitation,
reasonable legal fees and expenses) arising from the breach by You of any of the terms of
this Agreement or any of the representation and warranties contained herein, the actual or
alleged infringement of any proprietary rights arising out of Our reproduction, sale,
distribution, or any other use of the Materials pursuant to this Agreement.
- We claim no liability for any and all claims, whether in contract, tort or otherwise,
arising out of, connected with, or resulting from the use or distribution of the Materials
or the provisions of this Agreement. IN NO EVENT SHALL WE BE LIABLE FOR ANY LOSS OF DATA,
LOST PROFITS, OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES.
5. TERMINATION
- This Agreement may be terminated by either party within 15 business days by written
notice to the other party for any reason.
- Upon termination all Materials must be removed from the Site. If for any reason you
cannot or will not remove Materials We will remove the Materials within five business days
after the termination date.
- Upon termination we release all license rights of this Agreement excluding specific
license rights under the following conditions.
1. We retain the right to distribute and or sell any and all Compilations containing
any Materials in whole or in part produced prior to the termination date.
2. We retain the license right to continue any and all promotions containing
Materials, in whole or in part, initiated prior to the termination date.
3. We retain the right to fulfill any orders placed by Users prior to the
termination date.
6. PAYMENT
- All Artists total Payable Amounts, see Exhibit A, will be made in US currency only.
- All Artists total Payable Amounts, if the equal to or exceeding fifty US dollars
($50.00), will be sent within thirty (30) days after the end of each calendar month. If
total Payable Amount is less then fifty US dollars ($50.00) the total Payable Amount will
carry over to the following calendar month and held until the total Payable Amount is
equal to or exceeds fifty US dollars ($50.00).
- Payments will be delivered via US Postal Services. Payments delivered outside the United
States may be subject to delivery charges.
7. GENERAL PROVISIONS
- This Agreement shall be governed by and construed in accordance with the substantive
laws of the State of Iowa.
- We shall not be in breach of this Agreement in the event we are unable to perform Our
obligations under this Agreement as a result of natural disaster, war, emergency
conditions, labor strife, the failure or substantial failure of the Internet, or other
reasons or conditions beyond its reasonable control.
- All demands, request and notices under this Agreement shall be in writing and served US
Postal Services or by electronic mail.
The following terms apply to the table below:
The term Advertised Price shall mean the selling price for the product which is set by
You.
The term Discount shall mean the amount that is deducted from Advertised Price and
retained by or paid to Us.
The term Payable Amount is the amount that will be payable to You.
| Product Type |
Advertised Price |
Discount |
Payable Amount |
| VMS Artist CD |
Artists Determined
minimum $5.95 |
$4.95 |
Advertised Price minus Discount |
| VMS Single Songs |
Artists Determined minimum $.79 |
50% of Advertised Price |
Advertised Price minus Discount |
The Discount price above may change provided
We post at least a thirty (30) day notice via the Site in the Artists Administration page
or message board.
By signing your digital signature and clicking on the "I AGREE" button, You
are indicating You have read this Agreement and agree to be bound by the terms of this
Agreement and this Agreement supersedes all previous Agreements, communications, oral or
written, and all other communications.
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