Offtop Producer Agreement
This Offtop Producer Agreement (this "Agreement") is between Offtop LLC, a Sole Proprietorship ("Company"), and the submitting music producer ("Producer", "You", or "Your").
Your Acceptance
By submitting audio file(s) of a sound recording and the embodied musical composition ("Beat(s)") to the Company, You signify Your understanding and agreement to the terms, conditions and provisions of this Agreement.
Although we may attempt to notify You when major changes are made to this Agreement, you should periodically review the most up-to-date version (available on our website). Company may, in its sole discretion, modify or revise this Agreement at any time. If you do not wish to be bound by any such revisions to the Agreement, you must end the Agreement as provided below. By continuing to access or use the Services or submitting any Beats after those revisions become effective, you agree to be bound by the revised Agreement.
Platforms
Company operates the mobile application "Offtop" ("Mobile App"), website(s), a Facebook page, Twitter page, SoundCloud page, YouTube page, and other related platforms (together "Platforms"). Users of the Mobile App ("Users") create songs by recording lyrics and melodies over instrumental sounds on the Mobile App.
Grant of License
3.1 License. Subject to the provisions of this Agreement, You grant the Company a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, sell, prepare and sell derivative works of, display, and perform the Beat(s) and any accompanying images ("Artwork") in connection with the Mobile App. the Company's (and its successors' and affiliates') business, and the Platforms.
User License(s).
Basic Non-Commercial Beats License: You grant every User a non-exclusive license to access Your Beat(s) and Artwork through the Platforms, and, without any credit or consideration to you, to use, reproduce, distribute, display, perform and prepare derivative works of such Beat(s) and Artwork as permitted through the functionality of the Platforms and through the functionality of any third party platforms that properly import files from the Platforms (described herein, "Basic Non-Commercial Beats License"). This means that Users may use the Services for non-commercial purposes to export, upload, display, link or share any Content created on the Services, including content that includes your Beat(s) and including without limitation the Offtop website, mobile application, or any plugins embedded into third-party websites. This license does not allow Users to export content using your Beat(s) onto monetized platforms.
Commercial Beats License: Unless you choose otherwise when uploading a Beat, you also grant (and allow Company to grant) each eligible User a non-exclusive license ("Commercial Beats License"), located at offtop.com/beat-license, which grants certain commercial rights. Eligibility is determined by the Company.
Where Company or Users export or share any Content created on the Services to any third-party websites or apps, Your Beat(s) will be subject to the privacy policies and terms and conditions of those websites and mobile apps, which may have different rights, rules and policies than provided herein. By submitting a Beat(s) pursuant to this Agreement you expressly agree to allow the Beat(s) to be used subject to the terms and conditions of those third party websites.
Removal of Beats. The above licenses granted by You in the Beat(s) and Artwork You submit to the Company terminate within a commercially reasonable time after You provide notice to the Company of Your intent to terminate such licenses. Upon receiving notice of your intent to terminate, the Company will remove your Beat(s) from the library of beats available to Users within a commercially reasonable time. You understand and agree, however, that the Company may retain server copies of Your Beat(s) and Artwork. Once a User has created Content on the Platform using one of your Beat(s), that Content is subject to the applicable Beats License and Company does not have an obligation to remove it from any Platforms.
Company Discretion. Company may, at its sole discretion, decide whether or not to feature, remove, or replace the Beat(s) on the Mobile App..
Artwork. If You do not provide Artwork to the Company, Company may use an image, chosen at its sole discretion, to accompany the Beat on the Platforms.
Modifications. Company may make modifications of the Beat and Artwork, at its sole discretion, to conform to its use in the Platforms.
Data. You agree that, as between You and Company, Company shall own and have the unfettered right to exploit any and all information and/or data arising from and/or generated, obtained, and/or acquired by Company in connection with the use of the Company or Users on the Platforms hereunder (the "Data") (including, without limitation, personal, demographic, statistical, usage, or anonymized Data relating to the Beat(s)).
License Enforcement. Company has no obligation to enforce the Beats License against any party, including Licensees or users, or otherwise monitor or enforce your intellectual property rights. Company may protect and enforce its rights in the Content or Beat(s).
Copyright Ownership
You retain all of the Your copyright ownership rights in the Beat(s) and Artwork, subject to the restrictions in Section 3, above.
You shall not be considered an author, joint author, or copyright owner or have any other rights to the lyrics, melodies, or any other sounds created, written, produced in the recording over Your Beat(s) on the Mobile App by the Company or Users.
Compensation
Fees. You agree to grant the license(s) gratis and royalty free. You shall not be entitled to any particular monetary payment, share of profit or royalties, or other consideration from the Company. You acknowledge the promotion and exposure to the users on the Company's Platforms constitute full and valuable consideration.
Credits
Promotion. Company shall use reasonable efforts to promote You and the Beat in connection with the use of the Beat on the Platforms. Company may use the Beat(s) and Artwork in connection with the promotion of Your association with the Company. Please be aware that, though the Company encourages its Users to fully credit and promote other Users, if a User exports your Beat(s) to a third party platform they may display the Beat(s) without crediting you as the creator or providing you with any other consideration.
Representations and Warranties
Your Representations and Warranties. You represent and warrant to Company as of the date of Your submission of the Beat(s) and for the duration of the Term the following:
Ownership. Under 17 U.S.C. § 101 of The Copyright Act, You own the Beat(s) or have the right to grant licenses of the Beat(s) and the Beat(s) do not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless You have the permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Company all of the license rights granted herein. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents and permissions to the Beat(s).
Composition. You have obtained the required consents or clearances in connection with the Beat(s), including, without limitation, from the artist and the publishers of the composition underlying the recording (if applicable).
Third Party Clearances. You have obtained any applicable third party clearances including, but not limited to copyright clearances, that may be utilized in the Beat(s).
Artwork. Under 17 U.S.C. § 101 of The Copyright Act, You own the Artwork or have the right to grant licenses of the Artwork.
Performing Rights Organization. The Beat(s) are not under the representation of any performing rights organization including, but not limited to, BMI, ASCAP or SESAC.
Conflicts. By signing this Agreement, You will not violate any other contract or agreement that You are a party to.
Indemnification
Indemnification. You agree to indemnify and hold the Company and Users harmless from any and all claims, liabilities and costs, losses, damages or expenses (including reasonable attorney's fees) arising out of any breach or failure of any covenants or warranties made by You in this Agreement, any copyright infringement or other claim made by third parties relating to the use of unauthorized copyrighted material contained or utilized within the Beat(s) or Artwork, or any claims by third parties relating to the Company's use or User's use of the Beat(s) or Artwork on the Platforms.
Termination
Company's Right to Terminate. Company may terminate this Agreement at any time for any reason.
Your Right to Terminate. You may terminate this Agreement at any time for any reason with written notice given to the Company. Company will make a commercially reasonable effort to remove the Beat(s) and Artwork from the Mobile App in a commercially reasonable time after receiving notice from You in accordance with Section 3.1(b) ("Removal of Beats").
Effect of Termination. If this Agreement is terminated for any reason stated in this Section, this Agreement terminates and the parties have no further obligations under it, except that the provisions stated in Section 4, Section 5, Section 7, and Section 8 shall survive termination.
Reservation of Rights. By terminating this Agreement in accordance with this Section, You waive any of their waivable rights to pursue any other remedies, including without limitation the right to recover damages for breach of harm suffered due to the other Company's breach. By terminating this Agreement in accordance with this Section, Company does not waive any right to pursue any other remedies, including without limitation the right to recover damages for breach of harm suffered due to Your breach.
General Provisions
Status Change. If, at any time during the Term, the status of Your representations and warranties under Section 7 change, or are no longer true, You agree to give the Company prompt notice of the change.
Assignment and Delegation. The parties may not assign this agreement or any right or obligation of this agreement without the written consent of the other party, except that the Company may assign the Agreement to its successor, affiliates, partners, subsidiaries or any entity acquiring all or substantially all of the assets of the Company.
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendments, Waivers, Discharges, and Termination. No term of this Agreement may be changed, waived, discharged, or terminated by You, unless the change, waiver, discharge or termination is in writing and signed by an authorized representative of the Company.
Notices. All notices, requests, consents, claims, demands, waivers, and other communication hereunder (each a "Notice") shall be in writing and delivered to the other party by email. Notices shall be sent to:
[email protected] and [email protected] for Notice from You to the Company; and
The email address associated with your user account for Notice from the Company to You.
Except as otherwise provided in this Agreement, a Notice is effective only if (i) the receiving party has received the Notice and (ii) the party giving Notice has complied with the requirements of this Section 10.5.
Entire Agreement. This Agreement:
embodies the final and exclusive agreement and understanding of the parties with respect to this Agreement's subject matter; and
supersedes any prior agreement or understanding between the parties with respect to this Agreement's subject matter.
Governing Law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the state of Texas, without regard to its conflict of laws rules.
No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.