Soundstripe Partner Agreement
WHEREAS, Track Representative is authorized to grant certain rights in and to (i) the sound recording (“Master”) and, (ii) the underlying musical composition (“Work”), electronically or otherwise submitted by Track Representative to Levelo, including, without limitation, Masters and Works (collectively and individually “the Tracks”); and
WHEREAS, Levelo seeks to license the Tracks to third parties via separate agreement (“License”) for use in projects in any and all forms of media for any length of time throughout the world (the “Use”), subject to the terms and conditions contained herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be bound, agree as follows:
TERMS & CONDITIONS
1) License Grant and Performance Rights.
License Grant. Track Representative grants to Levelo a worldwide, non-exclusive (except as provided in Section 1b) license to represent the Tracks and the approved name, likeness, and biography of the original Composer Artist and/or Writer (collectively, “the Materials”) in connection with the Use during the Term (as defined below), including, without limitation, the right to edit, adapt, or remix the Tracks, or any parts thereof, as necessary to conform with the terms of any third-party license agreement, provided, however, that all rights and ownership in and to any new recording resulting from such editing, adapting, or remixing shall remain with Track Representative. Track Representative acknowledges and agrees that Levelo may in its sole discretion determine which Tracks to post onto its online catalog.
Limited Exclusivity. Notwithstanding the foregoing, the License Grant is non-exclusive, except Track Representative shall not license any rights to the same Tracks granted in paragraph 1(a) herein to any other web-based music licensing catalogs that are in direct competition with Levelo, for example, without limitation, Pump Audio, Marmoset, The Music Bed, Song Freedom, Pond5, Shutter Stock, etc.
Limited Power-of-Attorney. Track Representative hereby grants Levelo a limited power of attorney to sign each such License in Track Representative’s name solely and specifically in connection with this Agreement, such right being coupled with an interest and is irrevocable.
No License Restrictions. The License Grant includes the right for Levelo to license the Materials to any third party for use in any and all media without seeking additional permission from you, except that, notwithstanding anything else contained herein to the contrary, Levelo shall not have the right to knowingly license your Materials in connection with the following uses: alcohol, tobacco, firearms, feminine hygiene, gambling, politics, and religion without your prior permission in writing.
Streaming on Levelo Website. The License Grant also includes the non-exclusive, worldwide right during the Term to stream Track Representative’s Tracks on Levelo’s website for the purposes of promotion and marketing of the Tracks and Levelo’s business.
2) License Fee and Payment Terms.
Levelo shall pay to Track Representative the following sums for use and exploitation of the Materials:
Levelo shall pay Track Representative sixty percent (60%) of the gross revenues actually received by Levelo for the use of a Track composed for a specific License (“Custom Composition License Fees”).
Levelo shall pay Track Representative fifty percent (50%) of the gross revenues actually received by Levelo derived from licensing Track Representatives cataloged works. (“License Fees”).
Payment Terms. Provided that Track Representative is not in breach of this Agreement, Levelo shall pay any such License Fees on a Monthly basis to Track Representative. Levelo shall have no responsibility to remit payment to you until Levelo receives payment.
Taxes. Track Representative shall be responsible for all taxes and levies.
This Agreement shall be for one (1) year from the date of this Agreement and shall automatically renew for additional one (1) year periods unless either party provides written notice of termination no later than thirty (30) days prior to the expiration of the then-operative term (“Term”).
In the event either party terminates this agreement, all Materials subject to this agreement shall remain subject to this Agreement for ninety (90) days after the effective date of termination, provided that Levelo will continue to collect and distribute in accordance with the terms hereof any revenue generated by Licenses granted during the Term and extending beyond it.
4) Attribution of Tracks. Levelo shall attribute and credit the Tracks in promotion, exhibition, and exploitation of the Use in a substantially similar form as such Tracks were submitted by Track Representative to Levelo electronically or otherwise, provided that no casual or inadvertent failure to give the applicable credit shall constitute a breach of this Agreement if reasonable efforts are used to correct such omissions prospectively.
5) Matching Right. In the event Track Representative at any time during the Term intends to enter into an exclusive agreement with another company to provide the same or similar services that Levelo provides, then Track Representative will first give Levelo notice and subsequently engage in meaningful good faith discussions with Levelo for a period of thirty (30) days regarding the right to match any bona fide offer by such third-party company.
6) Reserved Rights. Levelo acknowledges and agrees that Track Representative specifically reserves all rights in and to the Tracks that are not specifically licensed hereunder.
7) Levelo’s Warranties and Indemnity.
Levelo represents and warrants to Track Representative that:
Right to Enter into this Agreement. Levelo has the right to enter into this Agreement and perform its obligations as set forth herein.
Safeguards for Use. Levelo shall maintain strict controls and safeguards in connection with the Tracks and the Materials to prevent any unauthorized use or distribution thereof, and shall use reasonable efforts to ensure that any transmission thereof is undertaken in a safe manner so as to prevent unauthorized copying or retransmission.
Indemnity. Levelo shall indemnify, hold harmless, and defend Track Representative from and against any third-party claims, demands, suits, damages, and liabilities against or suffered by Track Representative with respect to any matter that arises from or is a result of a breach of this Agreement by Levelo.
Performance Rights. Levelo is a synchronization licensing company only. Levelo does not have the right to collect performance rights royalties or other publishing royalties except as provided herein unless Track Representative grants the rights to collect said royalties to Levelo in a separate written agreement.
8) Track Representative’s Warranty, Indemnity, Disclaimer, and Limitations of Liability.
Warranties. Track Representative warrants that it has the full right, authority, and legal capacity to enter into this Agreement and grant the License. Track Representative further warrants that: (i) Track Representative has obtained or will obtain the proper rights clearance(s) for each Track Track Representative submits to Levelo prior to submitting said Track to Levelo; (ii) Track Representative is over the age of eighteen and is under no disability, restriction, or prohibition, whether contractual or otherwise, with respect to Track Representative’s right to enter into this Agreement and to perform the covenants and obligations as stated herein; (iii) the Materials do not and will not violate any law or infringe or violate the rights of any third party; (iv) the Materials contain nothing that is libelous or any un-cleared samples or interpolations; and (v) no consents are required from, nor payments required to, any other party in connection with the rights granted and assigned by Track Representative under this Agreement.
Indemnity. Track Representative shall indemnify, hold harmless, and defend Levelo from and against any and all claims, demands, suits, damages, liens, expenses, judgments, damages, and liabilities, and all reasonable expenses connected thereto, including reasonable attorney’s fees, against or suffered by Levelo with respect to any matter that arises from or is a result of a breach or attempted breach of this Agreement by Track Representative or any inconsistency with any representation or warranty made herein by Track Representative.
Disclaimer. Track Representative (as copyright owner or copyright controller) disclaims in connection with any Track(s) or Material(s) offered any merchantability or fitness for any purpose, application, or condition of whatsoever nature without limitation.
Limitation of Liability. Neither party shall be liable for any indirect, special, or consequential damages including but not limited to loss of anticipated profits, in connection with or arising from this Agreement.
9) Breach and Cure. No failure by either party hereto to perform any of its obligations hereunder shall be deemed a breach hereof unless the non-breaching party has given written notice of such failure to the other party and the alleged non-performing party does not cure such non-performance within thirty (30) days after receipt of such notice.
Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered to the respective party’s address provided above by certified or registered mail, return receipt requested.
Waiver and Severability. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law.
Controlling Law. All questions concerning the validity, operation, interpretation, and construction of this Agreement will be governed and determined in accordance with the laws of the state of Tennessee.
No Agency. The relationship between the Levelo and Track Representative is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties or to allow either party to bind the other or incur any obligation on its behalf.
Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be considered an original, but all of which together will constitute one and the same instrument. Signatures delivered via facsimile or email are as valid and binding as if each signature were an original hereof
Assignment. Neither party may assign this Agreement without the express permission, in writing, of the other party, except that Levelo may assign this Agreement to its successor or any entity acquiring all or substantially all of its assets.
Entire Agreement. This Agreement is the entire agreement between Levelo and Track Representative, which supersedes and replaces all prior or contemporaneous agreements or understandings, whether written or oral, and any other communications between Levelo and Track Representative relating to the subject matter of this Agreement. This Agreement may not be changed orally, but only by a writing that specifically references this Agreement and is signed by both parties.
Headings. The headings herein are for convenience only and are not intended by the parties of or to affect the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by authorized representatives below as of the date first written above.
Levelo Music Group LLC d/b/a Soundstripe
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