AudioGig Material Distribution Agreement

This agreement describes the legal relationship between you (the artist representing yourself or a legal representative of an entity, band, or company, as applicable) and AudioGig.com. As used in this Agreement, "we", "us" and "AUDIOGIG" means AudioGig.com and you will be referred to as "ARTIST", "you" and "your".

"Material" or "Materials" means all the material which you upload, enter, submit, or deliver to us, such as but is not limited to, digital copies of your music, mp3 files, videos, pictures, artwork, lyrics, names and likenesses, and any written compositions. Any material that are provided by or on behalf of the ARTIST to AUDIOGIG must be owned or controlled by the ARTIST and/or have been cleared by the ARTIST.

By clicking on the "I Agree" button, you explicitly confirm that you have read, understood, and agreed to the following agreement.

1. LICENSE GRANT

Subject to the terms of this agreement, you hereby grant us a nonexclusive, worldwide, royalty-free license to:

1. reproduce and convert Material you deliver to us;

2. promote, distribute, and electronically fulfill and deliver the Material in whole or in part, as individual tracks or entire albums;

3. digitally perform, publicly perform, and publicly display the Material in whole or in part, as individual tracks, entire albums or sound clips;

4. license all of the rights you grant to us to third parties for commercial purposes.

5. use the Material as reasonably necessary or desirable for AUDIOGIG;

6. use any trademarks, service marks or trade names incorporated in the Material in connection with your material;

7. use the name and likeness of any individuals represented in the Material only in connection with your material;

8. nothing herein shall obligate AUGIOGIG to actually exercise any rights granted under this Agreement

2. OWNERSHIP

You affirm that all materials you submit to AUDIOGIG are owned by you or you have express clearance and written permission from the owner of those Materials. You retain all copyrights and ownership to the Materials you submit, subject to the non-exclusive rights granted to AUDIOGIG under this agreement.

3. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

1. You are the copyright owner of those Materials or have the clearance and permission from the copyright owners,

2. If you have samples in your Material, you warrant that you have secured the clearance and permission from the owners of the samples,

3. You have full right, capacity and authority to enter into and perform this agreement, in behalf of any and all owners of the Material,

4. You have cleared and secured all necessary third party consents, licenses, and permissions necessary to enter into and perform this Agreement,

5. You warrant that you own or control the rights necessary to grant the licenses and rights in this Agreement, and that the use of these rights and licenses shall not infringe on any third party's copyright, trademark, or other proprietary right,

6. The material does not violate any law and is not pornographic, defamatory or libelous,

7. The material does not contain any form of computer code or virus that may negatively affect the computer systems or any other digital equipment of AUDIOGIG, its visitors or customers,

8. All the information you provide and the factual assertions that you make are true and complete.

4. DISTRIBUTING YOUR MUSIC

You, thru your song permission settings on the site, control the distribution of your music on the site either as free music download, music streaming, or both. Music streaming is a basic feature of the site and all of your music will be made available for streaming and listening. Your music will only be made available as free download thru your song permission settings.

We use technology that is safe from circumvention of your download permission settings. However, we do not guarantee that the site is totally safe from hacking or circumvention of our system.

5. PAYMENTS

You will be solely liable for any and all of the following payments that may be owed to you or a third party on account of the use, digital performance, or download of your Material:

 

1. Mechanical license fees;

2. Royalties and other fees owed to third parties (such as but is not limited to copyright owners, producers, musicians, engineers and unions);

No payment is due on any of your Material that was acquired from the site thru hacking, circumvention of the site's download system or otherwise, is provided for free with your consent or through your permissions on the site.

6. TERMINATION

You may terminate this Agreement anytime for any reason. We may terminate this Agreement any time for any reason without notification. Termination of this agreement revokes all license rights you granted to AUDIOGIG.

The obligation of the ARTIST to make any payment with respect to any use of the service before the termination of this Agreement survives termination.

7. MATERIAL SUBMISSION

AUDIOGIG reserves the right to remove or reject any and all Materials you may provide. If we make a mistake regarding your Material, such as but is not limited to, placement of your Material in the wrong category, your sole recourse is to notify us of the error and we will make reasonable effort to correct the mistake.

AUDIOGIG cannot possibly review all submitted Materials due to the online and dynamic nature of the site. It is your responsibility to adhere to copyright laws and any other applicable laws. It is your responsibility to check your material and remove any presence of copyright violations, unlawful obscenity and pornography before submitting it to AUDIOGIG.

AUDIOGIG will remove materials that are subject to copyright infringement or violations upon notice or discovery of such violations.

You are not allowed to promote any competitor of AUDIOGIG in your Materials.

8. MATERIAL USE AND PROMOTIONAL OPPORTUNITIES

AUDIOGIG shall have the unrestricted right to use all your Material (like your music, pictures, names and likenesses of artists, producers, songwriters, and biographies) in any marketing manner or medium or other use under the terms of this Agreement.

AUDIOGIG shall have the right, and at its own discretion, determine which Material to promote more than others and would best further their commercial purposes.

You are not allowed to use the site for illegal purposes such as collecting names and/or email addresses of members by any means for the purpose of sending unsolicited email, more commonly known as spam. You are not allowed to use unsolicited emails to promote your artist web page on the site. AUDIOGIG is totally against spam. Appropriate legal action will be taken if you use illegal means of promoting the site.

9. WARRANTY DISCLAIMER

WE, OUR OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR OFFICERS, DIRECTORS, EMPLOYEES AND OUR SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

10. LIABILITY LIMT

EXCEPT PURSUANT TO AN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL WE BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

11. INDEMNITY

You agree to indemnify and hold us and (as applicable) our affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

12. RELATIONSHIP OF THE PARTIES

You and AUDIOGIG are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

13. GOVERNING LAW

This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents.

14. GENERAL

We do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by AUDIOGIG in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter. Section 3 (Representations and Warranties), Section 10 (Liability Limit) and Section 11 (Indemnity) shall survive any termination or expiration of this Agreement.

AUDIOGIG reserves the right, in its sole discretion, to make changes to this Agreement at any time without prior notice or warning and are effective immediately after we post the changes on the Site. In the event that you do not consent to any such amendments and/or modifications, your sole recourse shall be to terminate this Agreement.