Ozhiphopshop.com Terms & Conditions For Ticket Sales
Who you are buying from
- This web site and the web site Ozhiphopshop.com (the "Ozhiphopshop.com Website") are owned and operated by Ozhiphopshop.com (ABN 56 172 090 031) of PO Box 217, Rochedale South, 4123, Queensland, Australia ( 'We', 'Our' or 'Us').
- We sell tickets to purchasers of tickets ("You", "Your") offered via this website as per the following terms and conditions;
- If the name listed at 1. above is Ozhiphopshop.com then this web site and the web site Ozhiphopshop.com (the "Ozhiphopshop.com Website") are owned and operated by Ozhiphopshop.com and We provide ticketing services via the websites as the authorised agent of event organisers, such as artists, venues or event promoters (the 'Presenter') and any tickets purchased from this website are purchased from Us as the agent of the Presenter. Any dispute you have relating to an event or ticket purchase is between you and the Presenter. As agent for the Presenter, We are not liable for any claims relating to an event or ticket purchase, except as otherwise set out in these terms and conditions.
- If the name listed at 1. above is a name other than Ozhiphopshop.com then We sell tickets offered via this website as the event organiser ("Presenter", "We", "Us", "Our") and any tickets purchased from this website are purchased from Us as the presenter. Any dispute you have relating to an event or ticket purchase is between You and Us. In this instance Ozhiphopshop.com is a company we have engaged to provide a software platform and related services to facilitate sales of tickets. Ozhiphopshop.com are not selling the tickets nor acting as agent the Presenter nor as merchant for the sales of tickets. The website Ozhiphopshop.com (the "Ozhiphopshop.com Website") is owned and operated by Ozhiphopshop.com (ABN 56 172 090 031) of PO Box 217, Rochedale South, 4123, Queensland, Australia. If you buy tickets from the Ozhiphopshop.com Website you are subject to Ozhiphopshop.com’s Terms and Conditions and may (or may not, as the case may be) be subject to the Terms and Conditions following.
- The Presenter nor Ozhiphopshop.com are not liable for any claims relating to an event or ticket purchase, except as otherwise set out in these terms and conditions.
What you are agreeing to
- Every ticket sold through this website is also subject to:
- the Ozhiphopshop.com additional term and conditions (please see Ozhiphopshop.com's website); or as the case may be
- the Presenters additional term and conditions (please see Ozhiphopshop.com's website); and
- any terms and conditions of the venue at which event is held (please see the venue’s website); and
- any terms and conditions that may be printed on the ticket or on signage at the event entrance.
- The Presenter reserves the right to add, withdraw, reschedule or substitute artists and/or vary programs, prices, venues, seating arrangements and audience capacity and the terms and conditions.
- All Ticket Customers consent to be filmed and or recorded as members of the audience.
Use of this Web Site
- Use of this website is restricted to personal use and reference only.
Conditions of Sale
- All Prices quoted are in Australian Dollars and include local taxes (GST) where applicable.
- Online sales will cease when the allocation of tickets is sold, at a time otherwise specified or usually 2 hours before doors open for the event.
- The Presenter or Ozhiphopshop.com reserve the right not to sell tickets to any person, agent or company.
- Tickets will be delivered to you by the method you select during the booking process. If tickets are sent using Registered Post or a Courier service they will only be sent to addresses where the purchaser can sign for delivery. Mail delivery options will cease to be offered 10 days before the event.
- Tickets may not, without the prior consent of the Presenter, be resold or offered for resale at a premium over the face value of the ticket (including via on-line auction sites) or used for advertising, promoting or other commercial purposes (including competitions and trade promotions) or to enhance the demand for other goods or services either by the original purchaser or any subsequent ticket holder.
- Notwithstanding these terms and conditions, if You use a "disposable" or "temporary" credit card (such as those purchased over the counter at supermarkets) for Your online purchase We are not able to make any refund to you unless a) you can provide full details of the credit card; b) the credit card remains valid; and c) you can produce the online purchase receipt.
- Your Credit Card statement will itemise a purchase as a charge from "Ozhiphopshop.com"
Refunds and exchanges
- The Presenter will only refund tickets in accordance with these terms and conditions and to the extent permitted by law. The Presenter or Ozhiphopshop.com has no liability to you.
- We do not replace any lost, stolen or destroyed tickets or exchange or substitute tickets after purchase, except in limited circumstances. We reserve the right to charge you a reasonable fee for the replacement of tickets. Please treat your tickets like cash, as we cannot replace lost tickets.
- The Presenter reserves the right to alter the date, the venue and the entertainment and activities as advertised, without prior notice to you. Your entitlement to a refund in such circumstances is determined by the Presenter. Please contact Us for details in this instance in order to determine your eligibility for a refund.
- If the date, time or venue of an event is rescheduled or changed, your ticket will remain valid for the rescheduled date, time and venue.
- If We authorise a Refund, We will refund to you the Ticket Price. If the Presenter authorises Us to do so we will also refund the Booking Fee and Handling Fee. Any Postage Delivery fees charged for tickets that were not dispatched will also be refunded.
- Any refund payable can only be made back to the credit card (whether temporary or otherwise) used in the original transaction.
- We will post any relevant information regarding any cancelled or rescheduled events on our website when applicable. It is your responsibility to check our website for information in relation to any events.
No Show / Failure to collect tickets / Delivery fulfilment
- We fulfil Our commitment to you for the sale of tickets by either mailing or emailing the ticket to you, or by making the ticket available at the door or Box Office for you to collect. If you have elected to receive the tickets by mail or email and have not received your ticket(s) within 48 hours of the event, please contact Ozhiphopshop.com.
- We sell tickets coupled with other offerings such as VIP experiences, music, merchandise etc. (So called "Bundled Sales"). We cannot be held liable or responsible for the non-delivery of any goods or services that have been Bundled with Tickets as we have no control or oversight over how the fulfilment or delivery of Bundled Sales are managed. It is a condition of sale that all claims about non-delivery of Bundled Sales must be taken up direct with the Presenter. Please contact Us for details in this instance.
Pay Over Time Payment Option
- In some circumstances, You may be able to pay for Your ticket over time, in instalments. If both parties agree to this payment option, You agree that We can charge your credit card a deposit, a booking fee (if any) and the number of specified instalments prior to sending you a confirmed ticket.
- You agree that you only have a reservation for a ticket and are not entitled to an actual ticket to the relevant event until the full payment of the ticket and associated fees is made to Us.
- If your credit card details change prior to your payment of any instalment due, you agree to contact Us to update your credit card details.
- You agree that if, for any reason, We are not able to process any of the instalments on their due date, Your reservation for the ticket will be cancelled and your deposit and any booking fee paid shall be forfeited by You to Us.
- If we do cancel your reservation, We agree to repay any instalment (other than the deposit and any booking fee) you have paid to Us back to the credit card you specified at the time of selecting the pay overtime option, provided that credit card remains valid.
Changes to Terms and Conditions
- The terms and conditions that apply to any particular transaction will be the published terms and conditions at the time the transaction was finalised. Subject to the preceding sentence, We may alter or change the terms and conditions as they appear on our website from time to time effective immediately from posting on the web site. You should periodically check this page of the web site to ensure that you are aware of the latest terms and conditions.
What happens if you have an inquiry or complaint?
- For inquiries or complaints regarding the sale and delivery of tickets please contact us by email c/o info@Ozhiphopshop.com
- For inquiries or complaints regarding the staff and / or amenities at a venue or event, please contact the venue management.
- For inquiries or complaints regarding the event, the artist's performance, sound or lighting or production quality, please contact the Presenter.
- If you are concerned about using your credit card online please contact us for assistance.
- If you deny or dispute a charge on your credit card made by us, please contact us immediately. We consider credit card fraud to be a serious offence and we aim to prosecute each case to the fullest extent possible.
Copyright and Trademark
- The images, text, logos and artwork contained within the Presenters website and the Ozhiphopshop.com website site are copyright to Presenter, Ozhiphopshop.com and/or the relevant licensors. All rights are reserved. Unauthorised use by way of copying, storage, reproduction, publishing electronically or otherwise transmitting in any form or by any means in whole or in part is prohibited. The Ozhiphopshop.com logo is a registered trademark.
Disclaimer and liability
- You accept that the Internet is not always reliable and that system outages may occur. Save to the extent set out in the Competition and Consumer Act 2012 (Cth) (including the consumer guarantees under Australian Consumer Law) or otherwise permitted by law, the Presenter or Ozhiphopshop.com will not be liable for any damages direct, incidental, consequential or otherwise, loss or corruption of data, loss of profits, goodwill, bargain or opportunity or loss of anticipated savings resulting from your purchase of any tickets or your access to, or use of, or inability to use the web site and its content, whether based in contract, tort, negligence, statute or any other legal theory, and whether or not We know of the possibility of such damage.
Choice of Law
- Unless otherwise specified in the Presenters own terms of Sale or Entry these Terms and Conditions shall be governed by the laws of the State of Queensland, Australia but legal proceedings may be commenced in any Australian State or Territory.
Australian Consumer Law
- Our goods and services come with consumer guarantees that cannot be excluded under Australian Consumer Law. Those consumer guarantees apply in addition to any other express warranties which we provide under this Agreement. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage.
Ozhiphopshop.com Terms & Conditions For Vendors Selling Digital Music
Effective Date: January 12 2018
Ozhiphopshop.com (“Ozhiphopshop.com”, “us”, “we”, or “our”) operates the Ozhiphopshop.com website (the “Service”).
Set forth below are the terms and conditions governing the Service, which may expand or change from time to time. As used herein, the term “you” or “your” refers to an individual, representing yourself or, if applicable, acting as legal representative for a group, business entity or corporation.
CAREFULLY READ THESE TERMS AND CONDITIONS. BY AVAILING YOURSELF OF THE WEBSITE OR RELATED SERVICES, YOU ARE CONSENTING TO BE BOUND BY THESE TERMS AND CONDITIONS AS SUCH TERMS MAY BE MODIFIED FROM TIME TO TIME AS DESCRIBED BELOW.
Use of Materials Found on the Website: The information, artwork, text, video, audio, pictures, software and other intellectual property (collectively, “Materials”) contained on the Website are protected by copyright and international laws. You may only access and use the Materials for personal or educational purposes or as expressly provided for in applicable Ozhiphopshop.com program terms and conditions. You may not otherwise reproduce, distribute, publicly perform, publicly display, modify or create derivative works of the Materials, unless authorized by the appropriate copyright owner(s). In the event that you print Materials found on the Website, you must include any copyright notice originally included with the Materials on all copies. You may not link directly to any media file located on a Ozhiphopshop.com server, except where explicitly allowed to do so. You should not attempt to claim any Materials as your own work. Any computer software downloadable or otherwise available on the Website is provided subject to the terms of the applicable license agreement. Before using any Ozhiphopshop.com logo or trademark, please contact Ozhiphopshop.com.
Copyright and Trademark Infringement Policy and Notification Procedure: Ozhiphopshop.com does not own the musical compositions, sound recordings, art or other written or visual images (collectively, the “Content”) posted by third parties to the Website. All Content is posted by an individual, group or company (collectively, the “Artist”) who has represented and warranted to Ozhiphopshop.com that, among other things, neither the Content nor the names, trademarks and service marks under which Content is promoted (collectively, the “Name”) infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights. Buyers are subject to clear any samples on any composition purchased.
Since Ozhiphopshop.com is not in a position to determine who has the prevailing claim to use any particular Content or Name posted to the Website, its policy on such matters is that they be resolved directly by the parties alleging misuse of their Content and/or Name (the “Complainants”) and the Artists. We recommend that Complainants immediately notify Artists about allegations of infringement by going to the Artist’s page on the Website, clicking the Contact link and contacting the Artist directly. It has been Ozhiphopshop.com’s experience that most Artists are honest and responsible citizens who may not realize they are engaged in infringing activities. Typically, once notified of a claim, Artists voluntarily cease using such infringing Content and/or Name on the Website and elsewhere.
Refund policy: Ozhiphopshop.com does not offer refunds. If there are any issues with a premium service or an ordered item please contact Ozhiphopshop.com immediately, we aim to solve any issue amicably. Premium services (recurring billings) can be cancelled anytime for any reason. Cancellations by the individual, group or company that signed up for the premium service (collectively, the “Subscriber”) will be effective after the paid period. In case of cancellation by the Subscriber the period that is already paid for will not be reimbursed. The premium service will then remain active until the end of the paid period. Ozhiphopshop.com reserves the right to cancel premium services for any reason at any time without notification. If Ozhiphopshop.com cancels a premium service before its expiration date, Subscriber might be entitled to a pro-rated refund of the last payment. No refund will be given if the user violated the Terms and Conditions of Web Site Use, or the Music Submission Agreement.
Premium service can be cancelled by emailing info@Ozhiphopshop.com with cancellation request and artist name or order ID. Cancellation will be confirmed by email.
Your Conduct: You shall use the Website for lawful purposes only. You shall not post or transmit via the Website any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Ozhiphopshop.com’s express prior approval, contains advertising or any solicitation with respect to products or services.
In addition, if we feel that a user abuses the Ozhiphopshop.com site in any way, we reserve the right to share certain information with third parties. Abuses include (but are not limited to) possible copyright infringement, possible libel and slander, possible credit card fraud. Ozhiphopshop.com reserves the right to refuse service, terminate accounts, and/or cancel orders at its sole discretion and without notification.
Content: The Website offers a wide selection and variety of content to our members and users. Content may contain profanity or otherwise inappropriate or offensive material for children or other members and/or users. Members and/or users must evaluate and bear the risk associated with the use of the Website and related services. Ozhiphopshop.com suggests that parents should supervise their children”s on-line activities and consider using parental control tools available to help provide an appropriate on-line environment for their children. Users are also encouraged to contact Ozhiphopshop.com for evaluation of possible offensive material. Ozhiphopshop.com reserves the right to act on such notices at its sole discretion.
Warranty Disclaimer: YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OZHIPHOPSHOP.COM MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, OZHIPHOPSHOP.COM MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. OZHIPHOPSHOP.COM WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL OZHIPHOPSHOP.COM INC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.
Limitation of Liability: By availing yourself of the Website, Materials or related services, you agree to release and hold Ozhiphopshop.com and the employees, officers, directors, shareholders, agents, representatives of Ozhiphopshop.com, its affiliates, subsidiaries, advertising, promotion and fulfillment agencies, any entity controlling, controlled by or under common control with Ozhiphopshop.com, any third-party providers or sources of information or data and legal advisers (collectively, ” Ozhiphopshop.com Affiliates”) harmless from any and all losses, damages, rights, claims and actions of any kind arising from or related to the Website, Materials or related services including but not limited to: (a) telephone, electronic, hardware or software, network, Internet or computer malfunctions, failures or difficulties of any kind; (b) failed, incomplete, garbled or delayed computer transmissions; (c) any condition caused by events beyond the control of Ozhiphopshop.com that may cause the Website or related services to be disrupted or corrupted; (d) any injuries, losses or damages of any kind arising in connection with or as a result of your use of the Website, Materials or related services; or (e) any printing or typographical errors in any materials associated with the Website, Materials or related services. In addition, you agree to defend, indemnify and hold Ozhiphopshop.com Affiliates harmless from any claim, suit or demand, including reasonable attorney’s fees, made by a third party due to or arising out of your utilizing the Website, Materials or related services, your violation or breach of these Terms and Conditions, your violation of any rights of a third party, or any other act or omission by you.
IN NO EVENT WILL OZHIPHOPSHOP.COM BE LIABLE FOR ANY INDIRECT, STATUTORY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE ARISING OUT OF YOUR AVAILMENT OF MATERIALS (HOWEVER ARISING, INCLUDING NEGLIGENCE), EVEN IF OZHIPHOPSHOP.COM WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
General Provisions: You agree to comply with all applicable laws regarding the transmission of technical data exported from Australia or the country in which you reside. Your correspondence or business dealings with, or participation in promotions of or with parties found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations applicable to such dealings, are solely between you and such parties. These Terms and Conditions are governed in all respects by the laws of the State of Queensland. Legal proceedings related to the matters herein shall be brought in and adjudicated solely in the courts of Brisbane, Queensland, Australia. Both parties consent to extra-territorial service of process and submit to the jurisdiction of said courts. If any provision of these Terms and Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Ozhiphopshop.com’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. These Terms and Conditions set forth the entire understanding and agreement of the parties as to the subject matter hereof and supersede all prior proposals, discussions or agreements with respect thereto. A printed version of these Terms and Conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Age requirements for use of the Service: This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.
Grant of Rights
Licensor hereby licenses the Content to Licensee for distribution and exploitation as follows:
- The non-exclusive electronic, digital, and mobile rights in the Content to create digital and/or electronic copies and compilations, to distribute, to sell, and to publicly perform the Content via all electronic, digital, and mobile platforms owned and/or controlled by third parties with whom Licensee has or enters into agreements with during the Term (“Licensee Partners”).
- Licensor will have an online account with Licensee known as the “Dashboard.” The Dashboard enables Licensor to see its activities with Licensee Partners.
- The right to:
- Perform the Content in streaming format on Licensee’s website or other websites owned and/or controlled by Licensee Partners;
- Publicly display and make available for download as part of the sale of the Masters, the lyrics of the Compositions;
- With prior written approval from Licensor, include the Content in audio and/or audiovisual compilation(s) for sale via physical distribution, and in such cases, to manufacture, make copies of, distribute, and sell physical embodiments of the Content;
- Release, advertise, and sell electronic files or equivalent electronic form(s) of the Content and to permit others to do so under the trademark “Ozhiphopshop.com” or under any trademark used by Licensee;
- Sub-license the rights granted by Licensor to Licensee in this Agreement as necessary to Licensee Partners, solely to fulfill the purposes of this Agreement including but not limited to those rights necessary to promote, market, advertise, distribute and sell the Content to consumers. Licensee’s grant of rights to Licensee Partners for use of the Content shall always be subject to the terms and limitations of this Agreement.
Promotional & Other Rights
- Unless otherwise instructed in writing by Licensor, Licensee shall have the non-exclusive right, in its sole discretion and in line with customary practices, to market the Masters and other Content as applicable, for promotional purposes and without compensation to Licensor.
- In order for Licensee to provide marketing and licensing services under this Agreement, Licensor grants Licensee the right to:
- Publicly perform the Masters (and other Content as applicable) on Licensee’s websites and permit Licensee Partners to publicly perform the Masters on their website(s) on a gratis basis for the purposes of promoting the sale of the Content. Licensor hereby acknowledges that Licensee and Licensee Partners shall be exempt from any payments of performance royalties otherwise due to owners of sound recordings for digital performances of the same if the use is for promotional purposes. Licensee shall require Licensee Partners to pay any public performance royalties which may be due to publishers/writers of the Compositions for promotional uses of the Compositions;
- Include the Masters in one or more streaming electronic radio formats to promote and market the Masters;
- “Revenue” means income actually received by or credited to Licensee that is derived solely from the exploitation of the Content less mechanical royalties, if any. Income received by Licensee may be subject to taxes, surcharges or fees imposed by government agencies or Licensee Partners before payment is sent to Licensee. Licensee shall have no obligation to pay Licensor Revenue which Licensee has not actually received until such time as Licensee receives such Revenue:
- In certain emerging digital media markets (“New Territories”), Licensee has entered into an agreement with one or more Licensee Partner(s) to manage the distribution and appropriate marketing of the Content in that specific New Territory. As such these particular Licensee Partners retain a higher percentage of the income from the distribution, marketing and sales of the Content than is typically maintained in developed digital media markets prior to paying Licensee.
- Licensors shall always have the option to withhold or withdraw Content from New Territories.
- Revenue will be paid upon making a ‘Withdrawal request’ through Ozhiphopshop.com Sale proceeds shall be paid within 48 hours from the initial request, or by the following business day if such date occurs on a weekend or holiday. Each payment will be accompanied by a detailed statement showing all sales. Licensor will receive no statement unless a payment withdrawal has been made. If a withdrawal request is made and no payment or statement is received then the Licensor shall promptly advise Licensee that Licensor has not received payment or a statement. Licensee shall investigate the situation and assure that payment and/or a statement are sent to Licensor. In no event shall Licensee be deemed in breach of its payment obligations under this Agreement if Licensor has not received payment or a statement if incorrect banking details have been provided. However, Licensee may be deemed in breach of its payment obligations if Licensee fails to make payments or provide a statement thirty (30) days after receiving notice from Licensor as outlined above.
- No payment shall be made to Licensor in any month when less than one hundred AUD dollars ($100) is due and payable to Licensor via Paypal. In the event payment is not made to Licensor for this reason, such amounts below One Hundred AUD dollars ($100) as applicable, will accrue to Licensor’s account and shall be paid in the first month in which Licensor’s account reflects a balance greater than one hundred AUD dollars ($100) as applicable.
- All payments to Licensor from Licensee under this Agreement shall be made via Paypal minus paypal fees
Accountings & Audits
All statements shall be binding upon Licensor and not subject to objection by Licensor unless specific objection in writing, stating the basis thereof, is given to Licensee within two (2) years from the date the statement is rendered, viewed, and/or downloaded. Licensor shall have two (2) years from the date each statement is rendered, viewed and/or downloaded to conduct an inspection of Licensee’s books and records specifically relating to Licensor’s sales and payment activity. Such inspection shall take place at the location where Licensee normally keeps such books and records and shall be conducted during normal business hours. All such inspections shall be made upon prior written notice to Licensee at least thirty (30) days prior to the date Licensor intends to conduct such inspection. Licensors may only inspect records relating to each statement once and may only conduct such an inspection once a year. Licensee shall have the absolute right in accounting to Licensor to rely upon the statements received by Licensee from third parties and shall not be liable in any manner whatsoever for any error, omission, or other inaccuracy of any such statement(s) or information received by Licensee. However, if Licensee knows or has a reliable business reason to know of an error, omission or other inaccuracy in such third party statement or information, Licensee shall promptly act to correct it and when corrected, Licensee shall appropriately correct Licensor’s statement and Revenue.
Licensee and Licensor shall keep the terms and conditions of this Agreement confidential both during the Term and thereafter, and shall not disclose any information concerning the terms and conditions of this Agreement to any other person or entity. Each party may refer generally to the existence of this Agreement but shall not reveal the terms of this Agreement, including but not limited to the payment provisions, other confidential information, proprietary information, business plans, business models, customers, clients, technology, products, or any other information which either party identifies as confidential (collectively, the “Confidential Information”) without the prior written consent of the other party. Either party may disclose the Confidential Information on a “need to know” basis to its attorneys, financial, and other advisors who are under a duty of confidentiality to the disclosing party without the prior written consent of the other party so long as those agents are informed of this Confidentiality provision and agree to be bound by it and maintain the Confidential Information confidential. If required by law or governmental regulation, either party may disclose the Confidential Information only after it provides the other party with notice of the potential disclosure and the other party has the opportunity to narrow the information to be disclosed or dispute the disclosure. Nothing in this provision shall prohibit either party from disclosing that an agreement exists between Licensor and Licensee so long as the terms and conditions of this Agreement are not disclosed.
Representations and Warranties
- Licensor’s representations and warranties.
- Licensor warrants, represents, and agrees that:
- unless otherwise noted, Licensor possesses all rights in and to the Content to enable Licensee to use the Content as contemplated in this Agreement. In the event Licensor does not possess all of the full and exclusive rights to the Content, Licensor shall inform Licensee upon delivery of the Content, which right(s) Licensor does not own or control. Licensor shall provide Licensee with any documentation requested by Licensee evidencing rights to use the Content intended under this Agreement;
- Licensor has the full right, power, and authority to enter into and fully perform this Agreement and all of Licensor’s obligations under this Agreement and to grant Licensee the rights granted in this Agreement. Licensor has not granted and will not grant or attempt to grant to any other person, firm, corporation or entity, rights of any kind which are inconsistent with the grant of rights to Licensee or which would in any way impair the rights granted to Licensee under this Agreement during the Term.
- Licensor explicitly warrants and represents that:
- The Content contains NO unauthorized “Samples.” “Samples” as used herein means any portion(s) or interpolation(s) of third party master recording(s) and/or composition(s), video(s) and/or other material(s), or portions thereof whether musical, lyrical or otherwise, not owned and/or controlled by Licensor. Licensor explicitly warrants and represents that the Content, the sale, distribution, and exploitation of the Content, or any uses of the Content contemplated herein shall not violate any law or infringe upon any common law or statutory rights of any person, corporation, or entity, including without limitation contractual rights, copyrights, trademarks, and rights of privacy or publicity;
- As required for use of the Compositions contemplated under this Agreement, except for those Compositions subject to paragraph 5 above, Licensor has obtained mechanical licenses for all Compositions and that Licensor shall administer and pay all mechanical royalty payments to the publishers/writers of the Compositions.
- Licensor shall make any and all payments, which may be due to artists, producers, musicians, Performers, writers and publishers when not otherwise addressed in this Agreement and all others whose work and/or performances are embodied on the Content and/or all artwork submitted by Licensor.
- Licensee representations and warranties.
- Licensee warrants, represents, and agrees that:
- Licensee has the right, power, and authority to enter into and fully perform this Agreement and all of its obligations under this Agreement;
- Licensee shall, at its sole cost and expense, encode and deliver the Content to Licensee Partners.
- Each party (the “Indemnifying Party”) will indemnify, defend, and hold harmless the other party and its affiliates, their respective officers, directors, employees, and agents (“Indemnified Party”) from and against any and all losses, liabilities, claims, obligations, costs, and expenses (including reasonable attorney’s fees) which result from or arise in connection with or are related in any way to a breach by the Indemnifying Party of any of its representations and warranties in this Agreement. If a third party asserts a claim or allegation which, if proven, would constitute a breach by the Indemnifying Party of any of its representations, warranties, covenants and or obligations under this Agreement, the Indemnified Party shall promptly notify the Indemnifying Party in writing. The Indemnifying Party shall have the right at its own expense to participate in the defense thereof with counsel of its own choosing, provided however that the Indemnified Party’s decision in connection with the defense or settlement of any such claim or demand shall be final. No Indemnified Party shall effect any settlement of any pending or threatened proceeding with respect to which indemnity could have been sought under this Agreement by the Indemnified Party without the prior written consent of the Indemnifying Party.
- Licensor shall indemnify Licensee, its officers, directors, employees, and agents from and against all third party claims, actions or demands against Licensee for use of the Content as granted in this Agreement which may constitute infringement of copyright and/or trademark, and violate rights of privacy and/or publicity. Licensor explicitly indemnifies Licensee from and against any and all actions, demands, or claims brought against Licensee for non-payment or insufficient payment of mechanical royalties.
- After the Initial Term, Licensor may terminate this Agreement upon sixty (60) days written notice to Licensee and Licensee must confirm in writing receipt of such notice. Upon termination or expiration of this Agreement, the rights granted to Licensee hereunder shall automatically revert to Licensor. Additionally, Licensor may, upon sixty (60) days written notice to Licensee, terminate this Agreement with respect to any particular Master, Composition or Additional Work without affecting this Agreement for the remaining Masters, Compositions and/or Additional Works.
- After the Initial Term, Licensee has the right to terminate this Agreement upon sixty (60) days written notice to the Licensor. Notwithstanding the foregoing, should Licensee file for chapter 7 or chapter 11 bankruptcy proceeding, termination of this Agreement is immediate and all Content shall be returned to the Licensor.
- Upon termination or expiration of this Agreement for any reason, Licensee shall cease all use and distribution of the Content and shall demand that Licensee Partners cease all use and distribution of the Content. Licensee shall promptly delete all forms of the Content from its website and demand that Licensee Partners delete all forms of Content from their websites within sixty (60) days of termination of this Agreement.
Survival of Revenues
Upon expiration or termination of this Agreement, all Revenues received by Licensee for the Content shall continue to be subject to the payment provisions outlined in paragraph 5 above for so long as Licensee receives such Revenues. After termination or expiration of this Agreement, the minimum payment threshold referenced in paragraph 5 shall not apply and Licensee shall pay Licensor its percentage of all Revenues received regardless of the amount payable.
Mediation & Arbitration
If a dispute arises out of or relates to this Agreement, or if there is a breach of this Agreement, and the dispute cannot be settled or resolved, then the dispute or breach shall be settled by arbitration administered the Bisbane, Queensland courts. The controversy or claim shall be settled by three (3) arbitrators, and all hearings shall be held in Brisbane, Queensland. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. In rendering the award, the arbitrators shall interpret this Agreement in accordance with the substantive laws of Queensland without regard to its conflict of laws rule. Notwithstanding the foregoing, if a third party claim is brought against Licensee for copyright infringement, violation of rights of publicity, rights of privacy, or other unauthorized use of Content which is contrary to the rights granted by Licensor to Licensee in this Agreement, Licensee shall not be bound by this Arbitration provision and may defend itself and make a claim against Licensor in the appropriate court of law and/or equity.
- Under no situation or circumstance shall Licensee be required to accept any or all Content submitted by Licensor. Licensor has none of the rights granted under this Agreement unless Licensee officially accepts Content in writing (including via email). Licensee will use reasonable efforts to make the Content available for sale on third party services, carriers, websites, and/or other platforms but makes no guarantee as to the timeliness of such availability or the manner in which it is presented by Licensee Partners to the public. Licensor understands and agrees that Licensee shall not be liable for any actual or potential lost revenue due to a delay or failure to have the Content available via third party services, carriers, websites, and/or other platforms. However, Licensee will work with Licensor and Licensee Partners to facilitate as many of Licensor’s preferences as possible.
- If any part of this Agreement is deemed invalid or unenforceable, it shall not affect the validity or enforceability of the remainder of this Agreement, which shall remain in full force and effect as if such invalid or unenforceable provision(s) were not a part hereof.
- This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, executors, successors in interest, and assigns.
- In entering into and performing this Agreement, Licensor and Licensee each have the status of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture between the parties and neither is the other’s partner or employee.
- This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and may only be modified, altered, or amended by a written agreement signed by all parties. For purposes of this provision, a written modification, alteration, or amendment shall include e-mail transmission with proof of receipt and acceptance by the receiving party.
- The Licensor agrees that it enters into this Agreement with all knowledge of its terms, freely and voluntarily, and with a complete understanding of all the consequences of entering into this Agreement. Licensor acknowledges that it has been represented in the negotiation and execution of this Agreement by an independent attorney of Licensor’s choice who is familiar with the practices of the entertainment industry or Licensor has willingly refrained from so doing.
- Subject to and in accordance with paragraph 12 above, this Agreement shall be governed by and construed in accordance with the laws of the State without giving effect to any choice of law principles.
- All notices and communication desired or required between the parties may be made via e-mail transmission, provided however that the sending party obtains proof of receipt of such communication by the recipient either by return email, follow up telephone call, or facsimile. Notices that pertain to any claim referenced in paragraph 9 shall be given in writing and delivered in any of the following ways: personally, via a commercial carrier which provides proof of delivery whether or not such delivery is made overnight with the postage prepaid.
The Parties have entered into this Agreement by using this website.