By submitting music to Imurj, and in consideration of the opportunity to have your music included on Imurj Radio, you accept and agree to be bound and abide by the following terms and conditions:
- You grant to Imurj a non-exclusive license to use “Music Submission Materials” (the Materials) provided by you to Imurj for the express purpose of “broadcasting” or “streaming” the Materials to the public on Imurj Radio and the express purpose of specifically promoting your recordings and generally promoting Imurj Radio, throughout the universe. In so far as promoting Imurj Radio directly benefits you in regard to promotion of your Materials and your career and in regards to increasing your royalty stream (see paragraph 3), the license to reproduce, display, publicize, modify, create playlists, or otherwise use, in any manner or medium known or existing in the future, any Materials, including copyrighted materials and name(s), likenesses, images, trademarks, service marks, logos, designs, voice, performances, biographical material, and other publicity rights (individually and collectively, the Materials) in connection with Imurj Radio and in connection with the marketing, advertising, or promotion of Imurj is allowed. Without limitation, Imurj shall have the right to include the Materials in programming broadcast or otherwise transmitted by Imurj on Imurj Radio, including in connection with digital transmissions over the Internet. This license does not permit 1) sampling of the Materials for use in other compositions or 2) inclusion of the Material in physical recording medium, without your expressed written consent. The license to broadcast or stream the Materials by Imurj Radio can only be revoked for reasons of malfeasance. Notwithstanding the foregoing, Imurj shall have no obligation to use, and Imurj reserves the right at its discretion to use or not use the Music Submissions.
- You represent, warrant and agree that (a) Imurj’s use of the Music Submissions does not, and will not, violate any right of, or conflict with or violate any contract or commitment made by you to or with, any person or entity, and that no consent or authorization from any third party is required for Imurj to use the Music Submissions; (b) no materials, ideas, or other property contained in the Music Submissions or any use thereof by Imurj violate any law or infringe upon or violate the rights of any third party (including contractual rights, copyrights, trademarks, rights of publicity, rights of privacy, and rights or laws with respect to defamation or obscenity); (c) without limiting the foregoing, in the event any individual is associated with you in connection with the Music Submissions whether as a band, songwriter, or otherwise, you have all rights and other authorizations from such person necessary to grant the rights hereunder to Imurj; (d) Imurj has no obligation to make any payments of any nature to you, or to any other party (including, without limitation, SoundExchange or other royalty collection organizations), in connection with Imurj’s use of the Music Submissions except royalty payments as described in paragraph 3; and (e) you are over the age of eighteen (18).
- In regard to the foregoing, Imurj will pay royalties to you in consideration of the representations and warranties contained in paragraphs 1 and 2 hereabove. Royalty payments will be “platform-based”, wherein 50% of Imurj Radio Net Revenue will be distributed as royalty payments to the artists, with each individual recording receiving a royalty proportional to the number of “streams” of that individual recording divided by the total number of streams of all recordings during the royalty reporting period, which occurs quarterly. You are responsible for distributing royalties owed to any third parties that might be eligible for royalties based on copyright laws (e.g. co-writers or performing artists on the recording). Revenue is defined as money paid for subscriptions to Imurj Radio or money paid to advertise on Imurj Radio. There is no guarantee that revenue will be received by Imurj in any particular quarter. Royalty payments will be paid quarterly if the payment exceeds $20 or will be paid in the quarter when the accumulated royalty balance > $20.
Notwithstanding the foregoing:
- You may submit as Music Submission Materials your original recordings of cover songs provided that (i) your recordings contain only original performances by you (and/or your band members who have authorized the submission hereunder) and do not include any samples or other excerpts of any sound recording(s) not controlled by you; (ii) you have secured all appropriate mechanical or other reproduction rights from the applicable owner or administrator of the underlying songs/musical works; and (iii) the public performance rights for the underlying songs/musical works are administered by ASCAP, BMI, or SESAC (each a “PRO”); and
- If you are affiliated with a PRO, you may collect any applicable royalties from such PRO to the extent that the Music Submissions include original songs/musical works authored, or controlled, by you; provided, however, that Imurj shall have no obligations to you with respect to such royalties, and as between Imurj and a PRO, you shall look solely to the PRO for payment of any such royalties.
- You (and your representatives, heirs, executors, administrators, affiliates, successors, assigns, and any other person or entity claiming by or through you), hereby expressly, absolutely, unconditionally, irrevocably, and forever waive, release, acquit, discharge, and covenant not to sue and agree to indemnify and hold harmless Imurj and its affiliates, licensees, designees, agents, successors, and assigns, and each of their respective affiliates, licensees, designees, agents, successors, and assigns, and the respective employees, officers, directors, agents, contractors, partners, shareholders, representatives, and attorneys of each and all of the foregoing, from and against any and all liabilities, claims, demands, actions, suits, damages, expenses, costs (including attorneys’ fees), obligations, or losses, resulting from any existing or future claims of any kind which you or others have or may have under any theory under the law, whether common, constitutional, statutory, or other, of any jurisdiction, foreign or domestic, whether in law or in equity, whether known or unknown, by reason of any and all matters arising directly or indirectly out of any claim, demand, or action which is inconsistent with any of the warranties, representations, or covenants made by you in this Music Submission Agreement, or Imurj’s use of the Music Submissions as authorized hereunder, except in circumstances of gross negligence or malfeasance by Imurj.
- This Music Submission Agreement has been entered into in the state of North Carolina and its validity, construction, interpretation, and legal effect shall be governed by the laws of the state of North Carolina without regard to any conflict of laws principles. In the event of any dispute under or relating to the terms of this Music Submission Agreement, or the breach, validity or legality thereof, such disputes shall be brought exclusively in the state or federal courts of Wake County, North Carolina. If any provision of this Music Submission Agreement shall be held void, voidable, or inoperative, no other provision of this Music Submission Agreement shall be affected as a result thereof, and accordingly, the remaining provisions of this Music Submission Agreement shall remain in full force and effect as though such void, voidable, invalid, or inoperative provision had not been contained herein.