NON-EXCLUSIVE LICENSE AGREEMENT FOR INTERNET USAGE OF SOUND RECORDINGS
Please read this License Agreement (the “Agreement”) carefully before indicating your agreement to its terms and conditions, by electronically registering to the SongStax website, as a Licensor of any sound recordings that you upload to the SONGSTAX web site. This Agreement is between you, the owner (hereinafter “Licensor”) of the songs you upload, and SSTM, Inc. a corporation organized and existing under the laws of New York, and having an office at 38 Union Place, Islip, NY 11751 (Licensee), and is effective as of the day the Licensor electronically signs up to the SongStax website and checks the box that indicates acceptance of the terms and conditions, and then clicking on REGISTER.
1. Warranties & Representations.
a) Licensor warrants and represents that Licensor is the owner and author of valid United States copyrights in any and all musical compositions and sound recordings submitted/uploaded to Licensee for use under this Agreement, and that the musical compositions and sound recordings are original with the Licensor and are not copied in whole or in part from any other work without permission. A current list of the sound recordings you have uploaded and provided to Licensee for use will be maintained in your online account. Licensor warrants and represents that Licensor has the right to allow Licensee to use the sound recordings (referred to hereinafter as “Licensor’s sound recordings”) in the manner specified in this Agreement. Licensor further warrants and represents that Licensor has the right to grant the license and all rights covered in this Agreement.
b) Licensee does not warrant or guarantee any profits to the Licensor as a condition of this Agreement. Such profits are determined in accordance with purchases by Users of limited access and/or of digital downloads of Licensor’s sound recordings through Licensee’s web-hosted gaming platform, referred to as SONGSTAX, as provided herein. Licensee is not liable for any profits, or potential profits, lost to Licensor as a result of any interruption in service and/or loss of User access to Licensee’s website.
2. Scope of Grant. Licensor grants to Licensee the nonexclusive, irrevocable right, privilege and license, to use Licensor’s sound recordings in connection with Licensee’s website to: distribute copies by digital download (see 2a) below); and to publicly perform the sound recordings by means of a digital transmission (see 2b) below). Under the Terms of Compensation to Licensor provided herein, Licensor agrees to make available to Licensee’s Users via various links on Licensee’s website:
a) downloaded digital reproductions of Licensor’s sound recordings for a price determined by Licensee; and
b) unlimited interactive streaming of Licensor’s sound recordings according to the terms dictating User’s access thereto, as set by the Licensee.
No ownership rights to any of the afore-mentioned musical compositions or Licensor’s sound recordings are transferred by Licensor to Licensee or to any of Licensee’s users by virtue of this Agreement.
3. Licensee’s Conditions for User Access to Streaming Rights.
a) Licensee’s website offers a gaming and social media platform, referred to as SONGSTAX, through which its Users, inter alia, can purchase virtual so-called “shares” in the songs hosted on its website from SONGSTAX, and where the cost of shares fluctuates over time based on various conditions. Users’ virtual shares may also be available for repurchase by SONGSTAX at certain periods of time. Purchase of one or more “shares” allows a User access to a link to interactively stream the song for as long as the User holds on to at least one share. “Shares” referred to herein are virtual shares having meaning only within the SONGSTAX platform and convey no ownership rights to the consumers or to SONGSTAX.
b) SONGSTAX “Profits” during a set period of time are determined based on the net revenue to SONGSTAX accrued from the sale of shares to Users and repurchases of shares by SONGSTAX of the hosted songs during that time period. The determination of Profits that accrue is subject to the following:
Profits are determined as to a particular recording only upon expiration of a buyback period; during the buyback period, a User may sell his/her share(s) in the recording back to SONGSTAX. The User cannot sell his/her share(s) back to SONGSTAX after the buyback period. The buyback period may differ for each offering of the share(s) in the recording but will generally not exceed 120 days.
4. Terms of Compensation to Licensor. In exchange for the rights granted in this Agreement by Licensor, Licensee shall pay compensation to Licensor as follows.
a) Licensor shall be paid 70% of the total Profits, as described in paragraph 4b), derived from the sale of any SONGSTAX shares through which Licensee’s Users gain interactive streaming rights to Licensor’s sound recordings.
b) Licensor shall also be paid 70% of the net revenue derived from downloads of Licensor’s sound recordings from Licensee’s website.
c) Payments to Licensor based on 5a) and 5b) shall be disbursed by Licensee on a quarterly basis, within 30 days after the end of each quarter. The first quarter of each year shall begin on January 1st. In the event of a net zero or net negative revenue related to downloads and/or interactive streaming of Licensor’s sound recordings, no disbursement will be made.
e) The failure of Licensor to receive a disbursement because Licensee has not yet achieved a positive net revenue shall not be grounds to terminate or revoke the rights granted by Licensor to Licensee in this Agreement.
5. Licensor’s sound recordings. Licensor affirms and agrees that the terms and conditions of this Agreement apply to every one of Licensor’s sound recording that the Licensor uploads to the SONGSTAX website. The Licensor may delete one or more sound recording from its account, after uploading, subject to approval by the Licensee, if such request is made in writing within thirty (30) days of uploading, and after 30 days, at the discretion of the Licensee.
6. Revocation of License under the Agreement. In the event that Licensor revokes the rights under this Agreement to any one of Licensor’s sound recordings for any reason, without approval of Licensee, Licensor is responsible for compensating Users in full for their purchased shares in said Licensor’s sound recordings.
7. Termination of License.
a) Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Upon termination, Licensee shall compensate the Licensor for any profits accrued under Paragraph 4(b) up to the date of receipt of the written notice in accordance with the Terms of Compensation provided in Paragraph 5.
b) In the event the SONGSTAX website is permanently shut down, such shut down shall terminate this Agreement. Licensee shall compensate the Licensor for any profits accrued under Paragraph 4(b) up to the date of the shutdown, minus any costs associated with the shut down and with the Licensor’s sound recordings (such as having to compensate Users for outstanding shares after the date of shut down).
8. Indemnification. Licensor indemnifies and shall hold Licensee harmless from all loss, damage or expense (including legal expenses and attorney’s fees) arising out of, or connected with any claim by a third party which is inconsistent with any of Licensor’s promises or warranties in this Agreement, or by reason of any adjudication invalidating the copyright in the sound recordings or in the musical compositions.
9. Assignment of the Agreement. Licensee may assign this Agreement without the written consent of the Licensor. The execution of this Agreement by Licensee shall constitute and is accepted by Licensor as full compliance with all obligations of Licensee to Licensor, statutory and otherwise, which arise from or are connected with Licensee’s use of the sound recordings and as stated in this Agreement.
10. Severability. The terms of this Agreement are severable such that if any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of the provisions shall continue to be valid and enforceable.
11. Choice of Law. This Agreement shall be construed and interpreted according to the laws of the State of New York and shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives.
12. Miscellaneous. Licensor acknowledges and understands by execution of this Agreement that Licensor has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement.
By electronically signing up to the SongStax website and checking the box that indicates acceptance of the terms and conditions, and then clicking on REGISTER, Licensor indicates acknowledgement and acceptance of all terms herein, and to bind the Licensor to all terms of this Agreement.