This agreement describes the legal relationship between you (an individual artist, or, in the case where you are involved with a band, an individual acting as the legal representative of your band) and NoWhere Radio (referred to in this agreement as "we" or "us"). Please read it carefully. By clicking on the "I AGREE" button below, you indicate that you agree to be bound by all of the terms and conditions of this agreement. Further, by submitting any music or other content to us, you indicate that you agree to be bound by this agreement.
If you provide us with sound recordings, musical works and/or other material (such as pictures, videos, song lyrics, etc.) for use as part of our Broadcast Program, the following terms apply:
1. Broadcast Program License Grant. You hereby grant to us, and by the act of delivering Broadcast Program Material to us grant to us, a nonexclusive, worldwide, royalty-free license to: (a) publicly perform, publicly display and digitally perform the Broadcast Program Material in whole or in part; (b) create and use samples of the Broadcast Program Material solely for the purpose of demonstrating or promoting our or your products or services; (c) use any trademarks, service marks or trade names incorporated in the Broadcast Program Material in connection with your material; and (d) use the name and likeness of any individuals represented in the Broadcast Program Material only in connection with your material.
2. Ownership. You retain ownership of the copyrights and all other rights in your songs, subject to the non-exclusive rights granted to us under this agreement. You are free to grant similar rights to others during and after the term of this agreement.
3. Termination. You may terminate this agreement at any time by so notifying us; the agreement will terminate three days after our actual receipt of such notice. We may terminate this agreement at any time by so notifying you; the agreement will terminate upon your actual receipt of such notice or three days after we have sent a notice of termination to the e-mail address which you supply to us below. Upon termination, all of our license rights terminate. Also, sections 4 and 7 below survive termination.
4. Representations and Warranties. The term "Material" means all material that you submit to us, including Broadcast Only Program Material, Sample Songs and Collateral Material, as applicable. You represent and warrant that (a) the Material is your or your band's own original work, and contains no sampled material, (b) you have full right and power to enter into and perform this agreement, and have secured all third party consents necessary to enter into this agreement, (c) the Material does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights (d) the Material does not and will not violate any law, statute, ordinance or regulation; (e) the Material is not and will not be defamatory, trade libelous, pornographic or obscene, (f) the Material does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data, (g) all factual assertions that you have made and will make to us are true and complete. You agree to indemnify and hold us and our customers harmless from any and all damages and costs, including reasonable attorney's fees, arising out of or related to your breach of the representations and warranties described in this section. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this agreement.
5. Determining Type of Content. We will implement and maintain business practices which enable us to accurately categorize content that you deliver to us. If we make an error in good faith, however, and consequently exceed our license rights, your sole and exclusive remedy will be for us to take all reasonable steps to promptly correct the error as soon as we become aware of the error.
6. Disclaimer. We provide our products and services related to this agreement "AS IS" without warranty of any kind.
7. Waiver of Certain Damages. EXCEPT FOR A BREACH OF SECTION 4, NEITHER YOU OR US WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT.
8. Miscellaneous. All notices, requests and other communications under this agreement must be in writing (e-mail messages shall be deemed writings). This agreement sets forth the entire understanding and agreement of the parties as to this agreement's subject matter and supersedes all prior proposals, discussions or agreements with respect to such subject matter. It may be changed only by a writing signed by both parties (e-mail headers and/or plaintext signatures on e-mail messages shall be deemed signatures).