MAGIX
Agreement for the transmission and storage of music

The MAGIX Agreement for the broadcasting and storage of music (hereafter called the  ”Agreement”) is entered into between MAGIX AG (hereafter called ”MAGIX”) and myself (as individual or authorised representative of a group, hereafter called the ”ARTIST”) and establishes the conditions and circumstances for the broadcast, storage and reproduction of work made available by the ARTIST. 

1.	By uploading, data transfer and making available musical recordings, arrangements or works and other video/pictorial elements, texts or audio visual works (hereafter called the "Artist’s work") for use on MAGIX web pages the ARTIST hereby grants MAGIX the following non exclusive, world-wide gratuitous rights of use for the digital use of the Artist’s work:

a.	Duplication, which includes in particular the right to store the Artist's Work or part of it (also in combination with other works), permanently and/or temporarily, on all known storage media such as RAM, hard disc, CD-ROM or DVD, in any given way (analogue or digital, such as for example MPEG Layer 3 technologies and the corresponding derivatives or any other  technical procedure) and to replay, duplicate and publish it in every existing technical format;
b.	Reproduction in public, staging or screening, dissemination, distribution or rendering of the Artist’s Work or part of it (also in combination with other works)  including corresponding broadcasting and streaming/downloading rights and publishing or otherwise providing access to the Artist's work via other technical facilities or procedures;  
c.	The right to digitalise/place into a digital format/ and the appropriate storage of the Artist’s work and also to store the same as part of a database and make available to third parties digitally by means of all types of transmission and media, in particular all on-line holding in readiness, on-line transmission and on-line reproduction rights;
d.	Processing rights, in particular the right to process, alter and shorten the Artist’s work in such a way as MAGIX considers necessary; 
e.	To use all trademarks, titles of works, commercial designations and names or other designations of natural persons or groups of persons (and other legal entities), connected with or contained in the Artist’s work; 
f.	The production and use of samples of the Artist’s work or parts thereof for the purpose of demonstration and promotion.

The granting of these rights shall expressly include all known digital types of transmission and dissemination, including MPEG Layer 3 technology and subsequent corresponding technologies. 

The ARTIST grants MAGIX with the uploading, the transmission of data and making available the Artist’s work an option right ("First option right") to the Artist’s work to exploit the latter exclusively on all types of audio carriers and for the purpose of commercial downloading on the Internet, whereby in the case of the exploitation of the Artist’s work for commercial downloading purposes on the Internet the income relating thereto shall be divided half and half between the ARTIST and MAGIX.  If necessary a separate agreement shall be entered into between MAGIX and the ARTIST for the financial involvement of the Artist in the exploitation of the Artist’s work on audio carriers. 

MAGIX is authorised to vest a third party completely or in part with the rights granted in this Agreement and to permit the third party to transfer these rights to another party. MAGIX is furthermore authorized to transfer this agreement as a whole or in part to a third party.

2.	The ARTIST shall remain the holder of all copyrights and other rights to use save for the rights to use hereby comprehensively granted to MAGIX for the above purpose. The ownership of the transferred data media on which the Artist's Work is stored is transferred from the Artist to MAGIX during the sending or delivery process or during any other kind of transmission. MAGIX is not obliged to return the work. MAGIX accepts the conferred rights and property in terms of this agreement. Nevertheless, MAGIX is not obliged to make use of these rights and specifically not obliged to use the title chosen by the artist for the Artist's Work. MAGIX can independently choose a title for the Artist's Work and is authorised but not obliged to indicate the names of the co-operators and authors. The Artist assures that the authors/co-operators agree with this provision and have renounced to their naming rights. MAGIX assumes the personal rights of the authors during the use on the MAGIX Web pages and will respect these rights whenever technically and economically viable.  

3.	The ARTIST expressly guarantees and assures MAGIX the following:
a.	the Artist’s work is an original work produced exclusively by the ARTIST; 
b.	the ARTIST is entitled and holds in particular all necessary approvals to conclude this agreement and fulfil all obligations under this agreement; 
c.	the ARTIST is holder of all rights (copyrights/rights to use, trademark rights and rights to bear a name, patent rights and other industrial or other property rights) in the Artist’s work and may use dispose thereof free of any third party rights. The complete Artist's Work or parts of it at present or in the future will not be subject to the right of consent or exploitation of artist or performing right organisation or other comparable organisations and that no organisation can claim any royalty payments for Artist Work. 

d.	neither the Artist’s work nor parts thereof infringe copyrights, ancillary copyrights, patent, trademark rights, or rights to bear a name or other third party rights; 
e.	the Artist’s work does not breach any other provisions of law; 
f.	the Artist’s work has in particular no offensive, defamatory, pornographic or obscene content; 
g.	the Artist’s work contains no virus, defects (bugs) or other content that adversely disrupt, destroy or distort computer hardware or software or the data kept thereon. 
 
The ARTIST indemnifies MAGIX and visitors to MAGIX web pages – without prejudice to further claims for damages – against all third party claims based directly or indirectly on a breach of these assurances and guarantees by the ARTIST and compensates MAGIX for all eventual damages or costs, including possible legal costs.

MAGIX is entitled at any time to remove the Artist’s work from MAGIX web pages. MAGIX is exclusively entitled to make the decision regarding the type and duration of the publication and exploitation. Before uploading, transferring data and making available the Artist’s work to MAGIX the ARTIST shall produce back-up copies of the Artist’s work. 
 
4.	MAGIX will be liable for defects in the products or services (in particular defects in providing storage space on the MAGIX server and defects in the files held on the server) provided free-of-charge, in respect of the free-of-charge omission only in the case of malicious concealment by MAGIX.
Other liability by MAGIX for damages will be limited in respect of free-of-charge omission in the case of malice aforethought and gross negligence.   
MAGIX will be liable in the event of paid services for pecuniary damages arising from all contractual and non-contractual claims including negligence in contractual negotiations (for whatever legal cause) only to the following extent: 
A contractual or non-contractual duty to compensation by MAGIX and its vicarious agents shall only exist in the breach of main duties, on the fulfilment of which the client may rely to a special degree. Exemption from liability shall not apply to cases of malice aforethought or gross negligence. 
	Liability by MAGIX will in each case be limited to the license fee paid by the client.  This exemption shall not apply to damages caused through malice aforethought or gross negligence on the part of MAGIX. Defects must be notified immediately they are discovered but no later than within 30 days.

MAGIX’s liability will not extend to damages, which are atypical of the contract or are unforeseeable and for damage to or loss of stored data, and liability for lost profit and indirect or direct consequential damages are expressly precluded, unless malice aforethought or gross negligence can be imputed to MAGIX.

5.	Both parties are entitled to give notice of cancellation of this agreement at any time for good cause.  

6.	Clauses 2 to 4 and 7 shall remain valid after termination of the Agreement.  Clause 1 shall remain valid for a reasonable period of time after termination of the Agreement in relation to the scope of rights to use granted by the ARTIST which MAGIX considers necessary to appropriately amend MAGIX web pages but which may not exceed 6 months. 

7.	Termination and/or amendment of this Contract must be in writing. No verbal supplements to the agreement have been entered into. The head offices of MAGIX will be the place of performance.
Should one or more provisions of this contract be or become invalid the validity of the contract in all other respects shall remain unaffected. A substitute rule which most closely meets the intended purpose shall replace the invalid provision. The same shall apply to a loophole in the contract. Munich will be the general place of jurisdiction. The law of the Federal Republic of Germany shall apply.