Artist Submissions - Terms & Conditions

Background Music Performance License Agreement
 
This agreement (“Agreement”) is made by and between On Vinyl Media Group, LLC, at 6016 Wilcott Ct. Austin, TX 78745 (“we,” “us,” or “On Vinyl”), and ARTIST.
 
RECITALS
 
On Vinyl offers recorded music to businesses for background public performance use;
 
Artist would like for On Vinyl to offer certain selections of Artist’s music for background public performance use by On Vinyl’s clients; and
 
On Vinyl is willing to offer Artist’s music for background public performance use by On Vinyl’s clients under the following terms and conditions.
 
NOW THEREFORE, in consideration of the foregoing premises, mutual covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, intending to be legally bound, the parties agree as follows:

1.  Term. The term (“Term”) of this Agreement shall commence as of the date of the mutual execution and exchange hereof, and it shall continue until either party notifies the other in writing of such party’s the termination of the Agreement with at thirty (30) days notice.      Territory. The territory (“Territory”) of the Agreement shall be the United States of America and Canada. 
2. License Rights. During the Term of this Agreement, Artist licenses the following rights to On Vinyl: 
3. Rights for Background Public Performance of Music. Artist licenses to On Vinyl the right to perform and to permit On Vinyl’s clients to perform certain selections of Artist’s sound recordings (“Masters”) and certain selections of Artist’s compositions (“Compositions”) as embodied in the Masters (Masters and Compositions cumulatively referred to herein as “Artist’s Music”) which Artist submits to On Vinyl, including, but not limited to the Masters and Compositions set forth in Schedule A (attached hereto and incorporated herein by reference, and as may be amended from time to time) for background public performance in On Vinyl’s clients’ business establishments. Artist hereby expressly acknowledges and accepts that On Vinyl does not guarantee placement within any of its professionally curated streams given to its clients, and On Vinyl does not guarantee that Artist’s Music will be played with any minimum frequency at any particular client’s establishment if Artist’s Music is contained in one or more catalogues licensed by such client.
4.  Mechanical License. Artist grants On Vinyl a mechanical license for each Composition embodied in each Master provided by Artist to On Vinyl for inclusion in Schedule A strictly for the sole purpose of making a reasonable number of copies of Artist’s Music to facilitate the efficient offering of Artist’s Music for background public performance of Artist’s Music to On Vinyl’s business clients; 
5. Rights of Publicity. Artist licenses to On Vinyl the right to use Artist’s name, likeness (as provided or initially approved by Artist), and biographical material (as provided or initially approved by Artist) in reasonable ways in connection with offering music to On Vinyl’s business clients, including reasonable marketing of such services offered by On Vinyl.
6.  Rights for Public Performance of Music in Television or Film. Artist licenses to On Vinyl the right to act as a publisher on behalf of the artist and the right to license Artist’s Music for use in television, film, video, commercials, or other visual and audio combinations both in digital and analog formats. These negotiations (“Sync Deals”) are non-exclusive and do not limit the artist from other publishing agreements. 
7. Artist’s Deliverables. Artist agrees to deliver to On Vinyl, promptly after the mutual execution and exchange of this Agreement, and in any case within two (2) weeks of thereafter, the following:
8.  One digital copy of each Master set forth in Schedule A in the best available digital format; 
9. One digital image of Artist and one digital image of the cover for each Master (the cover for the album upon which the Master is included is acceptable if there is not separate digital artwork for the individual Master);
10.  A short biography of Artist and each album containing Masters subject to this Agreement; and 
11. IRS form W-9, submitted annually. (See Section 6.a. for more information)
12.  Compensation. In consideration for the rights granted and other deliverables provided by Artist hereunder, On Vinyl agrees to pay Artist as follows: 
13. $0.0025 per each commercial use in public performance of music.
14.  Fifty percent (50%) per each winning Sync Deal negotiated by On Vinyl on behalf of the artist. 
    
15. ​ Statements and Payments. On Vinyl shall account to Artist in connection with the Compensation set forth above in written statements within three calendar months after each calendar semi-annual period, and such statements shall be accompanied by payment of any amounts owing to Artist hereunder. Statements may be delivered by email. Artist shall annually furnish to On Vinyl a current IRS form W-9 upon request by On Vinyl prior to On Vinyl making payment to Artist, and any delay by Artist in furnishing such W-9 shall not be counted toward the time for On Vinyl’s obligations to render payments. Such statements shall be deemed correct unless Artist objects thereto within two (2) years after the applicable statement is rendered to Artist. 
16. Audit. Artist shall have the right at Artist’s sole expense to have a certified public accountant audit On Vinyl’s books in connection with such statements and payments and amounts owing hereunder. In the event On Vinyl’s books are in error in its favor by ten percent (10%) or more, On Vinyl shall reimburse Artist for Artist’s reasonable expenses in connection with such audit. 
17. Artist’s Warranties. Artist represents and warrants that Artist owns and/or controls all of the rights in Artist’s Music, rights of publicity, and all other rights, clearances, and permissions which are necessary to license the rights to On Vinyl that are contained in this Agreement, free and clear of any encumbrances against such licensing.
18.  On Vinyl’s Warranties. On Vinyl represents and warrants that it will comply with all applicable laws in connection with its use of Artist’s Music subject to this Agreement. 
19. Indemnification. Each party hereby agrees to indemnify, defend and hold the other party (including, without limitation, such party’s officers, directors, members, partners, employees, agents, attorneys, and representatives) harmless from and against any and all liability, expense (including court costs and attorneys’ fees) and claims for damage of any nature whatsoever whether known or unknown and whether direct or indirect, as though expressly set forth and described herein, which such party to be indemnified may incur, suffer, become liable for or which may be asserted or claimed against either party by any third party in connection with the indemnifying party’s breach of this Agreement, the warranties it makes hereunder, any error or omission, any negligence, or any statutory or regulatory violations of such party, provided that each such indemnification-triggering event is reduced to a final, non-appealable judgment or is settled with the indemnifying party’s prior written approval, such approval not to be unreasonably withheld.
20.  Confidentiality. Each party shall keep strictly confidential all proprietary aspects of the other party’s business with which the first party comes into contact, including, without limitation, all trade secrets, intellectual property, pricing, code, methodologies, systems information, etc. 
21.  Assignment. Neither party may assign this Agreement without the prior written consent of the non-assigning party, which such consent the non-assigning party shall not unreasonably withhold, except that On Vinyl may assign this Agreement or any services, duties, obligations, or rights hereunder, without the consent of Artist, to any subsidiary of and controlled by On Vinyl or any company acquiring a controlling interest in On Vinyl. Notwithstanding the foregoing, Artist may reasonably assign Artist’s right to receive compensation hereunder.
22.  Right to Cure. No failure by either party to perform any of its obligations hereunder shall be deemed a breach hereof unless the party asserting such a failure serves the other with written notice of such failure, setting forth full particulars thereof, and the receiving party fails to cure such non-performance within thirty (30) days after receipt of such notice, or commences cure in the event cure cannot reasonably be accomplished within such period, provided that in the case of notices of failure to pay amounts due the cure period shall be ten (10) days rather than the aforementioned thirty (30) days. 
23. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been properly given or served and shall be effective when: (a) delivered to the other party’s address set forth above (or such other address as the receiving party may designate by notice according the terms of this notice paragraph) by personal service; (b) ordered delivered by overnight mail or courier service (e.g., Federal Express or UPS); or (c) when deposited in the United States Postal Service mail, postage pre-paid and registered or certified with return receipt requested.
24.  Choice of Law; Venue. This Agreement shall be governed by the laws of the State of Texas pertaining to contracts regardless of that state’s law pertaining to choice-of-law. Proper venue for any dispute concerning this Agreement or any subject matter hereunder or in connection herewith shall solely be the state district courts in Travis County, Texas, or the federal district courts for the Western District of Texas in Austin, Texas. 
25.  Entire Understanding/Merger; No Waiver. This Agreement sets forth each party’s respective entire understanding relating to its subject matter, and each party is relying on this Agreement and nothing more regarding such subject matter.  No modification, amendment, waiver, termination or discharge of this Agreement or of any its terms shall be binding upon either party unless confirmed by a document signed by a duly authorized officer or representative of each party.  No waiver by either party of any term of this Agreement or of any default hereunder shall affect the party’s respective rights thereafter to enforce that term or to exercise any right or remedy in the event of any other default, whether or not similar; 
26. Severability. If any provision of this Agreement is held void, invalid, illegal or inoperative, no other provision of this Agreement shall be affected as a result, and, accordingly, the remaining provisions shall remain in full force and effect as though the void, invalid, illegal or inoperative provision had not been contained herein;
27.  Independent Contractors. The parties shall each have the status of independent contractors under this agreement and nothing contained herein shall constitute a partnership or joint venture, nor is either party an agent or employee of the other party.  No third party is intended to be nor shall be a third party beneficiary of this Agreement; 
28. Force Majeure. The obligations of either party to perform under this Agreement will be excused during each period of delay caused by acts of God or by shortages of power or materials or government orders which are beyond the reasonable control of the party obligated to perform (“Force Majeure Event”).  In the event that either party ceases to perform its obligations under this Agreement due to the occurrence of a Force Majeure Event, such party shall: (a) notify the other party as soon as reasonably possible in writing of such Force Majeure Event and its expected duration; and (b) take all reasonable steps to recommence performance of its obligations under this Agreement as soon as possible.  In the event that any Force Majeure Event delays a party's performance for more than thirty (30) days following notice by such party pursuant to this Agreement, the other party may terminate this Agreement immediately upon written notice to such party.
29.  Forms of Relief. In no event shall Artist be entitled to injunctive relief in connection with any dispute with regard to this Agreement or its subject matter, it being understood and agreed that Artist’s sole remedy for any alleged breach hereof shall be an action at law for damages. Further, the parties agree that On Vinyl shall in no event be liable to Artist for consequential damages nor damages in any case that are greater than the cumulative amount of compensation Artist has received hereunder. 
30. Attorney Fees, Costs and Expenses. In the event of a dispute between the parties with regard to the subject matter of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expenses in connection therewith; and
31.  Paragraph Headings. The paragraph headings herein are solely for the purpose of convenience and shall be disregarded completely in the interpretation of this agreement or any of its terms. 
32. Execution. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed one instrument.  To facilitate their execution and exchange, the parties may execute and exchange counterparts of this Agreement by facsimile transmission or by electronic mail in “portable document format” (or .PDF) or similar format.

 

IN WITNESS WHEREOF, the signatories executing this Agreement on behalf of On Vinyl and Artist hereby represent and warrant that they have full power and authority to enter into and bind their respective entities, and each of the parties has so directed its representative to cause this Agreement to be executed on its behalf by its duly authorized officer or representative, as of the day and year first written above.
 
On Vinyl Media Group, LLC