You hereby appoint us as your authorized representative for the marketing, advertising, promoting and database placement of Your Authorized Content as provided herein. The rights that are granted by you to us are non-exclusive. Accordingly, you hereby grant to us (herein each a “Licensee”) the non-exclusive right, during the Term and throughout the Territory, to: Reproduce and convert Your Authorized Content into Digital Masters; Perform and make available for promotional purposes, portions of Your Authorized Content (“Clips”), promote, market, advertise, and publish Digital Masters, as individual tracks or entire albums, and associated metadata to purchasers who may use such Digital Masters in accordance with usage rules agreed by us; Use and authorize others to license the use of and promote, market, and advertise Your Authorized Content in connection with all manner of phone services, such as, but not limited to, sales or licenses of Digital Masters as downloads (including, without limitation, downloads to cell phones) and Use retail outlets to distribute, market and promote Digital Masters, including, without limitation, by allowing the burning of compact disc copies of any Digital Master or by allowing a copy of a Digital Master to be transferred to personal devices; Use and authorize others to allow copies of a Digital Master to be distributed as so-called “conditional” downloads, whether tethered to a device, time limited, play limited or otherwise; “Stream” and authorize others to “stream” Your Authorized Content, either on-demand or as part of an Internet radio service; Use and distribute Copyright Management Information as embodied in a Digital Master; Use Your Authorized Content, and Authorized Artwork and metadata as may be reasonably necessary or desirable for us to exercise our rights under and in furtherance of this Agreement; and Authorize our Licensees to perform any one or more of the activities specified above.
Payments and Set up fees
All setup fees made under the terms of this agreement are NON-REFUNDABLE and you bear the responsibility of corresponding in a timely manner to provide us with all the requested information needed to get your release set up in our database. iBoogie/DigiBoogie is not responsible for any inconveniences that may occur due to you not fulfilling your duites and is under no obligation to refund you due to missed dates, a change in your release date, or other personal obligations.
The Term of our Agreement shall commence on the Effective Date and shall continue unless and until terminated by either party upon no less than thirty (30) days written notice to the other party.
Payments to You
You will have the right to affiliate with a performance rights society (ASCAP, BMI, SESAC) and Sound Exchange or other entity to collect monies that may be
payable to you for the public performance of Your Authorized Content.
Only under an exclusive licensing agreement will payments be made to any artists on the iBoogie DigitalPhysical Music platform. Payments at that time will be determined the by the terms of that licensing agreement.
You shall obtain and pay for any and all clearances and licenses as may be required in the Territory or any portion thereof for uses of Your Authorized Content, and Authorized Artwork and metadata. Specifically, and without limiting the generality of the foregoing, you shall be responsible for and shall pay (i) any royalties and other sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Digital Masters, (ii) all mechanical royalties or other sums payable to publishers and/or authors or co-authors of musical compositions embodied in Digital Masters from sales or other uses of Digital Masters, (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (iv) any other royalties, fees and/or sums payable with respect to Your Authorized Content, and Authorized Artwork, metadata and other materials provided by you to us. You agree that the amount payable to you is inclusive of any so-called “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction.
Rights to Withdraw Material
You shall have the right at any time during the Term hereof upon written notice to us to withdraw further authorization for the sale or other uses of Your Authorized Content and Authorized Artwork. Promptly following our
receipt of your notice to us hereunder of your requested withdrawal, we shall advise our Licensees that they are no longer authorized to offer the sale or other use of such
of Your Authorized Content or Authorized Artwork as you shall provide us with a
withdrawal notice concerning. The foregoing shall not limit your responsibility for sales and other uses of Your Authorized Content and/or Authorized Artwork occurring prior to the implementation of such withdrawal and shall not limit in any way the rights of end users who have acquired Your Authorized Content or Authorized Artwork.
Names and Likenesses; Promotional Use and Opportunities
We may use and authorize our Licensees to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers and/or songwriters, as well as track and/or album name, and Authorized Artwork, in any marketing materials for the sale, promotion and advertising of the applicable Digital Master which is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of applicable Digital Masters).
We and any of our Licensees shall have the right to market, promote and advertise the Digital Masters as available for purchase or license as we and they determine in our and their discretion and that we make no guarantees whatsoever about there being any minimum sales or uses of any Digital Master.
Subject to our rights hereunder or under any prior agreement between you and us, in so far as we are concerned, all right, title and interest in and to (i) Your Authorized Content and Authorized Artwork, (ii) the Digital Masters, (iii) the Clips, (iv) all copyrights and equivalent rights embodied therein, and (v) all materials furnished by you, shall be and remain your property.
Modification, Termination and Effect of Termination
We reserve the right to change, modify, add to or remove all or part of this Agreement without Notice of any such changes. In the event that you do not consent to any such proposed changes your sole recourse shall be to terminate the Term of this Agreement by notice to us as provided above, and your failure to do so within ten (10) days of the date of any such email from us to you shall constitute your acceptance of such changes. The expiration of the Term of this Agreement shall not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, provisions of this Agreement will continue to apply even after the expiration of the Term.
If we receive a claim that the use of Your Authorized Content or Authorized Artwork or any other materials provided or authorized by you is in
violation of any third party rights, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our Licensees and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our Licensees and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section, provided that we obtain your written consent prior to making any such payments. You agree that your consent will not be unreasonably withheld, delayed or conditioned. We shall promptly notify you of any such claim, and by obtaining and posting and maintaining an appropriate bond for our benefit you may assume control of the defense of such claim, provided that we shall have the right in all events to participate in the defense thereof.
Additional Representations and Warranties of the Parties
You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title or interest in and to Your Authorized Content or Authorized Artwork. You represent and warrant that you own or control the necessary rights in order to make
the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by us and our Licensees shall not violate or infringe the rights of any third party. Each party represents and warrants that it has full authority to enter into and fully perform its obligations under this Agreement and has obtained all necessary third-party consents, licenses and permissions necessary to do so. Each party represents and warrants that it shall not act in any manner which conflicts or
interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party's
performance of its obligations under this Agreement. Each party represents and warrants that it shall perform their obligations hereunder in compliance with any
applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.
The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, or employee.
This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof, provided that if you previously entered into a digital distribution agreement with us in the past, and elected any options, those options shall remain in place under this Agreement. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger,
operation of law, or otherwise) of each of the parties.
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the
addresses provided to and by you upon registration with the iBoogie Site, or as properly updated.
This Agreement shall be governed and interpreted in accordance with the internal laws of the State of Georgia applicable to agreements entered into and to be wholly
performed therein, without regard to principles of conflict of laws.
To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.
The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
The following capitalized terms shall have the following meanings for purposes of this Agreement:
“Authorized Artwork” means album cover artwork and any other artwork relating to Your Authorized Content that you provide to us. All such artwork shall be deemed to have been cleared by you for all purposes unless you shall have provided us with written notice to the contrary.
“Authorized Territory” means the Universe or such other more limited territories as you shall elect as provided in the registration process.
“Copyright Management Information” means the digital information conveying
information regarding a Digital Master, such as your name, the title of the applicable album, the name of the song and the record company name, and same shall be subject to the protection of Title 17, Section 1202 of the United States Copyright Law.“Digital Master” or “Digital Masters” means a copy or copies of Your Authorized
Content in digital form.
“Licensee” means any third party licensee, such as but not limited to iBoogie, Lyonez Pro, DigiBoogie, Bizvuu, Package My Project, iYummie, MySignatureSpace, Yummie Magazine, DigiWorld Magazine, Signature Magazine and others that we may authorize to carry out the marketing, distribution and sale or other use of YourAuthorized Content and Authorized Artwork pursuant to the terms of this Agreement.
“Your Authorized Content” means sound recordings and underlying musical compositions that you have designated for digital distribution by us. Any such sound
recordings and the underlying musical compositions must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized hereunder by you.
Unless otherwise stated, Bizvuu Ltd Co and/or it's licensors own the intellectual property rights for all material on Bizvuu Ltd Co. All intellectual property rights are reserved. You may view and/or print pages from http://bizvuu.com for your own personal use subject to restrictions set in these terms and conditions.
You must not:
Republish material from http://iboogie.digiboogi.com
Sell, rent or sub-license material from http://iboogie.digiboogi.com
Reproduce, duplicate or copy material from http://iboogie.digiboogi.com
Redistribute content from Bizvuu Ltd Co (unless content is specifically made for redistribution).
This Agreement shall begin on the date hereof.
Certain parts of this website offer the opportunity for users to post and exchange opinions, information, material and data ('Comments') in areas of the website. Bizvuu Ltd Co does not screen, edit, publish or review Comments prior to their appearance on the website and Comments do not reflect the views or opinions of Bizvuu Ltd Co, its agents or affiliates. Comments reflect the view and opinion of the person who posts such view or opinion. To the extent permitted by applicable laws Bizvuu Ltd Co shall not be responsible or liable for the Comments or for any loss cost, liability, damages or expenses caused and or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.
Bizvuu Ltd Co reserves the right to monitor all Comments and to remove any Comments which it considers in its absolute discretion to be inappropriate, offensive or otherwise in breach of these Terms and Conditions.
You warrant and represent that:
You warrant and represent that:
You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
The Comments do not infringe any intellectual property right, including without limitation copyright, patent or trademark, or other proprietary right of any third party;
The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material or material which is an invasion of privacy
The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.
You hereby grant to Bizvuu Ltd Co a non-exclusive royalty-free license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.
Hyperlinking to our Content
The following organizations may link to our Web site without prior written approval:
Online directory distributors when they list us in the directory may link to our Web site in the same manner as they hyperlink to the Web sites of other listed businesses; and
Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.
These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party's site.
We may consider and approve in our sole discretion other link requests from the following types of organizations:
commonly-known consumer and/or business information sources such as Chambers of Commerce, American Automobile Association, AARP and Consumers Union;
dot.com community sites;
associations or other groups representing charities, including charity giving sites,
online directory distributors;
accounting, law and consulting firms whose primary clients are businesses; and
educational institutions and trade associations.
We will approve link requests from these organizations if we determine that: (a) the link would not reflect unfavorably on us or our accredited businesses (for example, trade associations or other organizations representing inherently suspect types of business, such as work-at-home opportunities, shall not be allowed to link); (b)the organization does not have an unsatisfactory record with us; (c) the benefit to us from the visibility associated with the hyperlink outweighs the absence of Bizvuu Ltd Co; and (d) where the link is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organization.
These organizations may link to our home page, to publications or to other Web site information so long as the link: (a) is not in any way misleading; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and it products or services; and (c) fits within the context of the linking party's site.
If you are among the organizations listed in paragraph 2 above and are interested in linking to our website, you must notify us by sending an e-mail to email@example.com. Please include your name, your organization name, contact information (such as a phone number and/or e-mail address) as well as the URL of your site, a list of any URLs from which you intend to link to our Web site, and a list of the URL(s) on our site to which you would like to link. Allow 2-3 weeks for a response.
Approved organizations may hyperlink to our Web site as follows:
By use of our corporate name; or
By use of the uniform resource locator (Web address) being linked to; or
By use of any other description of our Web site or material being linked to that makes sense within the context and format of content on the linking party's site.
No use of Bizvuu Ltd Co's logo or other artwork will be allowed for linking absent a trademark license agreement.
Without prior approval and express written permission, you may not create frames around our Web pages or use other techniques that alter in any way the visual presentation or appearance of our Web site.
Reservation of Rights
We reserve the right at any time and in its sole discretion to request that you remove all links or any particular link to our Web site. You agree to immediately remove all links to our Web site upon such request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuing to link to our Web site, you agree to be bound to and abide by these linking terms and conditions.
Removal of links from our website
If you find any link on our Web site or any linked web site objectionable for any reason, you may contact us about this. We will consider requests to remove links but will have no obligation to do so or to respond directly to you.
Whilst we endeavour to ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we commit to ensuring that the website remains available or that the material on the website is kept up to date.
We shall have no responsibility or liability for any content appearing on your Web site. You agree to indemnify and defend us against all claims arising out of or based upon your Website. No link(s) may appear on any page on your Web site or within any context containing content or materials that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website (including, without limitation, any warranties implied by law in respect of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill). Nothing in this disclaimer will:
limit or exclude our or your liability for death or personal injury resulting from negligence;
limit or exclude our or your liability for fraud or fraudulent misrepresentation;
limit any of our or your liabilities in any way that is not permitted under applicable law; or
exclude any of our or your liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer or in relation to the subject matter of this disclaimer, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
To the extent that the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.