THIS AGREEMENT records the terms agreed between Freesfx.co.uk (hereinafter referred to as "the Distributing Website") and you (hereinafter referred to as "the Content Publisher")
The parties wish to collaborate together in the co-publication of sound effects, music production samples or tracks (hereinafter referred to as "the Sound Recordings") to be exploited by the parties.
- Assignation/Grant of Rights
The Content Publisher grants the Distributing Website the following rights on a non-exclusive basis, such rights as to be exercisable worldwide by the Distributing Website;
- The right to exploit the Sound Recordings through the internet by downloading for use in audio-visual products by any person or organisation for free;
- The right to publish and distribute the Sound Recordings and cause them to be distributed, streamed or performed on the internet;
- The right to edit, modify and amend the Sound Recordings for the purpose of publicity, publishing and distribution, for example as "Low Quality Previews" for auditioning purposes via the website;
- The right to include reference to, images depicting, relevant artwork, trading names, trademarks, logos and excerpts of the Sound Recordings on the Website and on broadcast media (including, but not limited to television and radio) for purposes of publicity and promotion in the pursuit of exploitation of the Sound Recordings.
- Distributor Website's Duties and Obligations
Subject to the terms and conditions of the Agreement, the Distributing Website shall;
- Publish Sound Recordings on the Distributing Website until the Content Publisher either deletes them from the Website or informs the Distributing Website of it's request to have the Sound Recordings permanently removed;
- Offer for free, licences to use the Sound Recordings from the Distributing Website;
- Use best and reasonable endeavours to ensure the functionality and online availability of the Website;
- Maintain and keep updated the Content Publisher's own secure account area on the Website;
- Content Publisher's Obligations, Warranties and Indemnity
The Content Publisher warrants that:
- The Content Publisher is the sole owner of those rights herein granted to the Distributing Website and has authority to grant said rights in accordance with the terms of this Agreement;
- The Sound Recordings supplied by the Content Publisher do not in themselves contain or embody and copyright musically composed elements ;
- It has obtained all necessary performers' permissions and consents as required under the Copyrights, Designs and Patents Act 1988 and all extensions or changes thereof, and other corresponding laws in other territories from any and all performers contributing to any performances embodied in the Sound Recordings;
- The Sound Recordings supplied by the Content Publisher are not subject to any copyright or other right restrictions owned by any third party, which might affect the performance of this Agreement
- It has obtained unconditional and irrevocable waivers to all moral rights to which any and all performers contributing to the Sound Recordings are entitled from those performers.
The Content Publisher shall indemnify the Distributing Website fully, completely and safe from harm against all claims, suits, actions, damages, liabilities, losses, costs and expenses arising by whatever means (to include any legal costs reasonably incurred by the Distributing Website) as a consequence of any breach or failure to perform any of the Content Publishers warranties or undertakings as contained in this agreement.
This agreement shall commence upon the upload of a single Sound Recording to the Distributing Website and will remain in effect until all Sound Recordings owned by the Content Publisher have been removed and permanently deleted from the Website. Content Publishers have full control over the removal of Sound Recordings from the Website and can also request the Distributing Website to remove all Sound Recordings via written request.
Either party may terminate this agreement at any time without prior notice by removing the Content Publishers Sound Recordings from the Distributing Website.
- Limitation of Liability
- The Distributing Website shall not be liable to the Content Publisher or any third party under any circumstances for any defect, malfunction or failure of any software, computer hardware or network, any damage, loss or earnings resulting thereof, or from any other factor or cause arising outside the reasonable control of the Distributing Website, including any perceived lack of fitness for purpose, sound quality or internet bandwidth issues.
- The Distributing Website and the Content Publisher agree that the obligations and liabilities of the parties are entirely and exhaustively defined herein. The Distributing Website and the Content Publisher further agree that the specific obligations defined herein supersede and replace any other terms, conditions, undertakings or warranties, whether implied or expressed relating to the Agreement.
- Whole Agreement
The parties agree that the obligations entered into in this Agreement constitute the whole of the Agreement between them, excluding any other warranty or conditions, expressed or implied, here or elsewhere, relating to the distribution of the Sound Recordings as embodied in this Agreement. This Agreement, including all provisions, terms and conditions shall not be altered, amended, abridged, extended, nor waived in any part, except in writing and signed by both parties.
- Propriety Rights
All copyrights pertaining to the content and structure of the Website remain the property of Freesfx.co.uk.
The Content Publisher reserves all rights not granted to the Distributing Website by this Agreement.
Nothing herein shall be deemed to constitute a partnership or joint venture between the Distributing Website and the Content Publisher, nor shall the Distributing Website act as an agent or employee.
This Agreement shall be governed by and construed in accordance with the Laws of England and the English Courts shall have sole jurisdiction.