This is all very boring. So basic things you should know:
1. You are NOT giving me the rights to own your music. Just permission to have it on the Bootsandboards website for advertisement purposes only.
2. You MIGHT BE giving me permission to name your firstborn child. (Not really. But I will if you want me to.)
3. We are agreeing not to be jerks who take advantage of each other.
This Artist Agreement ("Agreement") is made between the individual identified in the "Artist Name" line of the Bootsandboards: Collective Submission Form located at http://www. bootsandboards.org ("Artist") and Bootsandboards, a Shelbyville, Kentucky based company (Bootsandboards").
Whereas, Bootsandboards is committed to promoting the music by and for artists and fans via the Internet, and the Bootsandboards Web Site (the "Site") offers artists the opportunity to promote their music and fans the opportunity to download music on the Site.
Whereas, Artist desires to promote and sell his/her Materials (as that term is defined below) through the Services and by checking the box marked "I have read and agree to Bootsandboards Artist Agreement" agrees to be bound by the terms and conditions of this Agreement.
In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:
Artist hereby grants to Bootsandboards, and Bootsandboards hereby accepts, the limited, royalty-free, transferable, nonexclusive right during the term of this Agreement (with the right to sublicense) to use, reproduce, distribute, and publicly perform and/or display all names, biographical materials and likenesses, musical compositions, sound recordings, artwork, text, pictures, graphics, video, and all other materials submitted by Artist to Bootsandboards for use with the Services (collectively "Materials"), for the purpose of advertising and promoting Bootsandboards and for other purposes of fulfilling its obligations under this Agreement.
Artist represents and warrants to Bootsandboards that Artist is familiar with the functionality of the Services, including aspects that allow users to upload access to the Materials on any web site of Bootsandboards’ choice thereby allowing other users to stream, download and/or share the Materials with other users.
Artist shall be solely responsible for and shall hold Bootsandboards harmless from any and all obligations in connection with the use and exploitation of the Materials as contemplated in this Agreement, including, without limitation, licenses and payments related to copyright, patent and other intellectual property rights associated with file formats and file compression associated with the digital transmission and public performance of sound recordings and musical compositions via streaming and downloading.
In that regard, Artist hereby represents and warrants on a continuing basis that: (a) Artist owns or has secured all necessary rights to publish, reproduce, distribute, display, perform publicly, transmit, sell, promote or otherwise exploit the Materials and perform publicly the Materials and the underlying musical compositions, as contemplated in this Agreement; (b) Artist owns or has secured all rights necessary to allow Bootsandboards to perform the Services and exploit the Materials described in this Agreement and to exercise and fulfill Bootsandboards’ rights and obligations here under; (c) Artists will comply with and make payment of any and all obligations it may have under third party agreements or the law, including, without limitation, artist royalties, producer royalties, union fees, mechanical royalties and public performance royalties for the Materials that arise from or in any way relate to the usage of the Materials as contemplated under this Agreement; and (d) the Materials do not and will not violate or infringe upon any right of any third party, including without limitation copyright, trademark and patent rights, rights of privacy or publicity, nor do they contain any libelous, slanderous, defamatory, offensive, obscene, pornographic or unlawful material, nor otherwise violate or infringe any other right of any person or entity.
Artist hereby further warrants and represents that Artist shall not use in connection with the Services any materials that: conflict with or violate any local, state, federal or international laws, the rights of third parties or infringe on rights held by third parties including, without limitation, trademarks, copyrights, patents, right of publicity and right of privacy; or may be libelous, slanderous, defamatory, offensive, obscene, pornographic or unlawful material, nor otherwise violate or infringe any other right of any person or entity, as determined in Bootsandboards’ sole and absolute discretion.
If, at any time during the term of this Agreement, Bootsandboards receives notification alleging that any material used by Artist infringes upon any third party’s rights and/or violates any laws and/or if Artist uses in connection with the Services or Bootsandboards is aware that Artist has used or is using materials in connection with the Services that contain or are alleged to (i) contain any libelous, slanderous, defamatory, offensive, pornographic, or unlawful materials, (ii) violate any third party rights or (iii) be in violation of any local, state, federal or international laws (e.g. copyright, trademark, Children's Online Privacy Protection Act), (collectively the "Non-Permissible Materials") then without limiting any other rights or remedies it may have, Bootsandboards shall have the right, in its sole and absolute discretion, to remove the offending materials and/or cease the provision of the Services to Artist and terminate this Agreement. In the event of termination by Bootsandboards under this provision, all Service Fees due under this Agreement shall become immediately due and payable to Bootsandboards.
Artist shall comply with all laws and regulations applicable to user data collection, data disclosure, and data use practices.
Artist shall and does hereby indemnify, save, defend and hold Bootsandboards and its owners, officers, directors, employees and agents harmless from any and all liabilities, obligations, losses, claims, damages, costs, charges or other expenses of any kind (including attorney's fees and court costs) arising out of result from any breach or alleged breach or any claim by a third party which is inconsistent with any of the warranties, representations, covenants or agreements made by Artist in this Agreement.
This Agreement shall commence on the completion of the Bootsandboards: Collective Submission Form and acceptance by Bootsandboards and shall remain in force until Artist cancels this Agreement upon written notice to Bootsandboards or Bootsandboards terminates in accordance with its rights to terminate under this Agreement.
This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous or contemporaneous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. All of the recitals to this Agreement are hereby deemed part of this Agreement. This Agreement may not be altered, modified, amended, changed, rescinded or discharged in whole or in part, except by written agreement executed by Artist and Bootsandboards. For purposes of this provision, execution is intended to include email correspondence between Artist and Bootsandboards.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Kentucky applicable to agreements made and to be wholly performed therein, without regard to its conflicts of law principles. The venue for any action, suit or proceeding arising from or based upon this Agreement shall be the appropriate state and federal courts located in the county of Shelbyville in the State of Kentucky. Accordingly, the parties agree that any action, suit or proceeding arising from or based on this Agreement shall be commenced in and determined by those appropriate federal and state courts located in said state and county. If any provision of this Agreement shall for any reason be held invalid or unenforceable by a court of competent jurisdiction, all other provisions shall continue in full force and effect. No waiver of any provision of or default under this Agreement shall affect Bootsandboards’ right thereafter to enforce such provision or to exercise any right or remedy in the event of any other similar or dissimilar default. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes, provided that the party claiming force majeure has taken all reasonable measures to avoid such causes. The rights and remedies of Bootsandboards as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it in law or in equity. Except for indemnification obligations hereunder, neither party hereto will be liable for consequential, exemplary, special, incidental or punitive damages under any circumstances. Bootsandboards shall not be liable to Artist or any third parties for any damages or losses sustained, directly or indirectly, if the secured portion of the Services is accessed by a third party. Bootsandboards’ liability to Artist for any and all matters related to this Agreement shall not exceed the total amounts paid by Artist to Bootsandboards hereunder. All provisions of this Agreement related to Artist's warranties, proprietary rights, indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement. Sections relating to Artist's representations, warranties, and duty to indemnify shall survive the expiration or termination of this Agreement.
Artist agrees and acknowledges that Artist has read this Agreement and by checking the box marked "I have read and agree to Bootsandboards Artist Agreement" agrees to be bound thereby and agrees that this Agreement creates a binding contract obligation enforceable in accordance with its terms.