Contract for Submission and Use of Sound Recordings and Other Works
This is a legal agreement (“Agreement”) between you and ALLUNDERGROUND.NET, LLC (“Promoter”). To agree to these terms, click “AGREE.” IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “AGREE,” AND DO NOT USE THIS SERVICE. You must accept and abide by these terms as presented to you. You may not change, add, or delete terms from this Agreement. This Agreement will not become binding upon the Promoter until the Promoter sends you a written notice that the Promoter has accepted the Agreement. The Promoter reserves the right to reject any Agreement prior to written notice of acceptance.
SUBJECT MATTER
This Agreement concerns works of authorship (as defined by 17 U.S.C. § 102, including but not limited to musical works and sound recordings) that you submit or transmit to the Promoter (hereafter “Works”).
AUTHORITY TO ENTER INTO AGREEMENT
You represent that you are 18 years of age or older, and that you have submitted accurate identifying and contact information to the Promoter. For any Works, you represent that you have authority to undertake any of the actions listed in 17 U.S.C. § 106, subparagraphs (1)-(6), including but not limited to the authority to reproduce, transmit, distribute, and perform the Works. You also represent that you have the authority to grant a license to the Works to the Promoter, including a license to undertake any of the actions listed in 17 U.S.C. § 106, subparagraphs (1)-(6), including but not limited to the authority to reproduce, transmit, distribute, and perform the Works, and to prepare derivative works. For any Works having more than one author or having joint authors, you represent that you have notified all authors of this Agreement. You also represent that all authors of the Works have designated you as their sole agent for the purposes of receiving and distributing to them any Royalties (as defined below) from use of the Works by the Promoter to which they may be entitled under this Agreement or under law.
TERM
The duration of this Agreement shall be for such term as monthly maintenance fees are paid. Payment of the monthly maintenance fee is required to maintain membership. Non-payment of the monthly maintenance fee will result in immediate termination of membership. The Promoter shall have no obligation to renew this Agreement. Notice of termination is required prior to the beginning of the next calendar month. Maintenance fees are the same for any fraction or part of a month, or in other words there is no proration of maintenance fees. Refunds are generally not provided because of the nature of the product; however, when provided, any refunds are only at the sole discretion of Promoter. This Agreement will take effect immediately upon the Promoter sending you a written notice that the Promoter has accepted this Agreement. This Agreement will expire at midnight on the last day of the contract term.
COPYRIGHT
You grant the Promoter a comprehensive, non-exclusive license to use the Works for any purpose during the term of this Agreement, including a license to perform any of the actions listed in 17 U.S.C. § 106, subparagraphs (1)-(6), including but not limited to the authority to reproduce, transmit, distribute, and perform the Works, and to prepare derivative works. This license shall include authority to make the Works available on the Internet. You acknowledge that media available on the Internet is susceptible to being recorded and/or reproduced by third parties. The Promoter may, but has no obligation to, sell copies of the Works to third parties. You agree that the Promoter shall not be liable for the conduct of third parties with respect to the Works, either before, during, or after the term of this Agreement.
ROYALTIES
Proceeds from sales of the Works by the Promoter shall be designated as Gross Revenue. The Promoter shall be entitled to retain from the Gross Revenue expenses related to sales of the Works. The portion of the Gross Revenue remaining after the Promoter deducts expenses shall be designated as Net Profits. The Promoter is entitled to retain 40% of the Net Profits. 60% of the Net Profits after expenses shall be designated as Royalties. You are entitled to Royalties from the sale of the Works by the Promoter. The Promoter will pay you any Royalties due you under this Agreement within six months of the sale. No Royalty payment by the Promoter, whether weekly, monthly, or otherwise, shall obligate the Promoter to continue to pay Royalties at that interval.
INDEMINFICATION OF PROMOTOR AND LIMITATION ON PROMOTOR’S LIABILITY
You agree to assume sole liability to all third parties, including but not limited to other authors of the Works, for any damages that may relate to or arise from any use of the Works by the Promoter. You agree to indemnify the Promoter for any and all damages of any kind relating to any use of the Works in any way by any party beyond the Royalty defined above.
LEGAL FEES
If you raise any legal claim related to or arising from this Agreement, whether the claim is against the Promoter or another party, you agree to pay any legal fees incurred by the Promoter related to such a claim. This provision shall apply during and after the term of the Agreement. The Promoter may use the lawyers, agents, consultants, and/or experts of Promoter’s choice in dealing with such a claim.
ENTIRE AGREEMENT
This Agreement represents the entire Agreement between you and the Promoter. This Agreement supersedes all other writings or statements, including but not limited to any Promoter advertisements, statements on any Promoter website, or oral conversations.
FUTURE CONTRACTS POSSIBLE
This Agreement neither guarantees nor precludes future contracts between the parties. Any such future contract will be negotiated separately. No future contract will affect this Agreement; nor will any future contract be affected by this Agreement.
CONFLICT OF PROVISIONS
Should any provision of this Agreement be stricken by a court, the remainder of the Agreement shall remain in force. The Agreement should be construed to preserve the maximum of the Agreement’s provisions.
ASSIGNMENT
The Promoter may transfer or assign this Agreement without notice to you.
CHOICE OF LAW
This Agreement shall be governed by the laws of the State of Georgia and of the United States of America. Any dispute arising from or related to this Agreement must be brought in the courts of the State of Georgia located in Gwinnett County or in the courts of the United States for the Northern District of Georgia and may not be brought in any other forum. Any dispute that can be adjudicated in the courts of the State of Georgia must be brought in that State’s courts.