This Music License and Publication Agreement, when signed by you (the “Artist” or “Artists” listed below), is a binding agreement between you and Hippie Love Exchange, LLC, a Washington State limited liability company (“HLE”, “us”, or “we”), collectively “the Parties”, and constitutes the terms and conditions of the online publication of your original musical works of authorship through the HLE website.
BY SUBMITTING ANYTHING TO US THROUGH OUR WEBSITE, OR IN ANY MEDIUM OR MEDIUM, YOU HEREBY AGREE TO THE FOLLOWING MUSIC LICENSE AND ONLINE PUBLICATION AGREEMENT. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT SUBMIT YOUR MUSIC, PICTURES, OR OTHER MATERIAL TO US.
1. Recitals
1.1 HLE showcases the original works of musicians, songwriters, and bands on its website HippieLoveExchange.com.
1.2 Artist seeks to promote Artist’s original musical compositions and sound recordings on the HLE website, and desires to retain HLE to assist in the Artist’s promotion.
1.3 HLE desires to promote the Artist in exchange for Artist’s agreement to its website Terms and Conditions of Use, and the provisions contained herein.
THEREFORE, in exchange for the mutual promises contained herein, and other good and valuable consideration, the Parties hereby agree to the above and the following:
2. Agreement
2.1 – Artist(s). The Licensed Works (as defined below) is the original works of authorship of the following person or persons (Please list all authors of the Licensed Works):
2.2 – Term and Termination. The Term of this Agreement is for two (2) years from the date of execution, unless terminated. However, even after termination, some provisions will remain in full force, including those governing copyright license, limitation on liability, confidentiality and indemnification. This Agreement may be terminated at any time by either party upon receipt of 30 days prior written notice. However, any termination, expiration, or cancellation of this agreement does not impact the enforceability and applicability of Sections 2.1, 2.2, 2.3, 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.12, 2.13, 2.14, and 2.15, all of which will remain in full force and effect.
2.3 – Territory. The World Wide Web, and anywhere on Earth.
2.4 – Publication by HLE. In exchange for the consideration discussed herein, HLE shall showcase Artist(s) and publicly stream, provide, display, perform, or otherwise publish, the Licensed Works on its Website as set forth herein.
2.5 – Scope. This Agreement applies to only those original works of music authored by the Artist and submitted for publication through the HLE website.
2.6 – Consideration. HLE shall provide promotional showcasing of the Artist on its website, in exchange for the licenses discussed herein.
2.7 – License Grant. The Artist(s) hereby grants to HLE a royalty-free, perpetual, irrevocable license to use, distribute, edit, rename, display, publicly perform, create derivatives of, and/or copy, the Licensed Works, and other rights granted herein, for any purpose, whether commercial or otherwise, in the Territory, for as long as the works are subject to intellectual property protection.
2.8 – Writer’s Representations and Warranties. Artist(s) hereby warrants, covenants and represents: (1) that the Licensed Works is Artist’s original unpublished work and that no part thereof infringes upon the title, the literary or musical property or the copyright of any work or the statutory, common law or other rights (including rights of privacy and publicity) of any person, firm or corporation, nor unfairly competes with any person or entity; (2) that with respect to the Licensed Works, Artist is author and Artist and owner thereof and of all the rights therein, and that prior to executing this Agreement, Artist has not sold, exclusively licensed, assigned, transferred, pledged or mortgaged any right, title or interest in the Licensed Works, the copyright therein, or in any of the rights herein conveyed; (3) that there are no other authors or coauthors other than those listed in paragraph 1.1 above, that Artist has not made or entered into any copyrights or rights therein, and that no person, firm or corporation other than Artist claims, or has claimed any right, title, power and authority to enter this Agreement and make all of the grants, promises and covenants herein contained.
2.9 – Name and Likeness. Artist(s) hereby grant to HLE the right to use Artist’s name, likeness and biographical material, in connection with HLE’s business in general and with the use, promotion, and exploitation of the Licensed Works in particular.
2.10 – Indemnification. Artist(s) hereby agrees to defend and hold HLE harmless from all damages, costs, actions, fees (including reasonable attorney fees and costs), arising from or relating to HLE’s use of the Licensed Works, and Artist’s breach of any of the terms, conditions, representation, or warranties contained herein.
2.11 – Editing Licensed Work. HLE may, with approval of the Artist(s), retitle, arrange and otherwise edit, revise and adapt any composition. In the event that HLE shall cause the Composition to be translated into a language other than English, Artist agrees that HLE may deduct from the royalties payable to Artist with respect to the translated Composition a sum equal to any compensation paid to the translator, including, without limitation, that portion of royalties otherwise payable hereunder required by contract or the regulations of the applicable mechanical rights or performance rights organization.
2.12 – Publisher’s Right of Assignment of License. The Artist(s) hereby grants to HLE the right to assign this Agreement or any of its rights hereunder to any other person, firm or corporation subject, however, to the exchange of consideration discussed herein.
2.13 – Notices. All notices, hereunder shall be in writing and shall be given by personal delivery, registered or certified mail (return receipt requested) or overnight courier (such as Federal Express) prepaid, to the address listed below, or such other address or addresses as may be designated in writing by either party. Notice shall be deemed given when mailed, except that notice of change of address shall be deemed effective only from the date of its receipt.
2.14 – Independent Counsel. The Artist(s) hereby each certify that each Artist has read this Agreement in its entirety and understands all the provisions in this Agreement and that Artist had the opportunity to review same with legal counsel of Artist’s choice.
2.15 – Choice of Law and Venue. This Agreement shall be deemed to be executed in the State of Washington, County of King and shall be construed in accordance with Washington law, without being subject to choice of law provisions. In disputes arising from or relating to this agreement, venue shall only be proper in a Court located in King County, Washington State.
2.16 – Incorporation by Reference. HLE’s Terms of Service, Privacy Policy, and Community Standards (“Terms of Service”), existing as of the date of execution of this Agreement, are hereby incorporated and made a part of this Agreement. To any extent that this Agreement conflicts with the Terms of Service, this Agreement governs.
2.17 – Miscellaneous. In the event any provision of this Agreement shall be illegal or unenforceable, such provision shall not affect the validity of the remaining portions and provisions hereof. The waiver by HLE of any breach of this Agreement shall not in any way be construed as a waiver by HLE of any subsequent breach, whether similar or not, of this Agreement by Artist. This Agreement sets forth the entire understanding and agreement of the Parties hereto and may not be altered, modified, canceled or terminated in any way except by written agreement of the Parties hereto in writing. The headings contained in this Agreement are inserted for reference purposes only and shall not affect the meaning or interpretation of this Agreement.