Please read this Agreement carefully. When youΓÇÖre ready and you agree to be bound by the terms of the Agreement, sign and date at the bottom.
1. This Agreement governs the relationship between peoplesound.com Limited ("us") and you (whether as an individual artist or as the authorised representative of a band) in respect of any musical works or sound recordings ("Works") you submit to us for inclusion in our service located at www.peoplesound.com (or any subsequent URL which may replace it) ("Service").
2. In consideration of the sums payable to you and the services provided by us pursuant to this Agreement, you grant to us a non-exclusive, royalty-free, world-wide licence to:
use, reproduce, distribute, display, publicly perform, exhibit, broadcast and transmit the Works in electronic form in the Service;
make copies of the Works and issue those copies to the public;
use, reproduce and display any trademarks, service marks or trade names relating to you and the name and likeness of you (and the band) and the Works in electronic form in the Service;
subject to us procuring all necessary rights which you may have assigned to the Performing Right Society Limited which you shall use your best endeavours to assist us to procure.
3. You grant to us (on behalf of yourself and if applicable, each member of your band) all necessary consents under the Copyright, Designs and Patents Act 1988 ("Act") and any modification or re-enactment thereof to enable us to make the fullest possible use of the Works in accordance with the provisions of this Agreement including without limitation any and all consents required under Part II of the Act.
4. You will determine the price that is charged to users of the Service for downloading and/or providing CD copies of the Works (which shall be between £3.99 and £11.99) and we will pay you 50% of the Revenue we receive. In this context, "Revenue" means the aggregate amounts collected by us as a result of exploiting the Works, less any advances made to you, any sums payable to music copyright collecting societies arising out of the activities specified in Clause 1 and all sales, use, value added or other similar taxes in connection with including the Works in the Service for which we are liable or for which we are required to account.
If any deduction or withholding is required by any applicable law to be made from any sum payable by us to you pursuant to this Agreement, we shall deduct such sum from the monies paid by us to you. The sum of £2 shall also be deducted as a contribution towards the manufacturing costs of the compact discs. The Revenue payable to you shall be determined at the end of each calendar quarter and we shall pay the relevant sum to you within 30 days after the end of each such calendar quarter.
5 You shall notify us as to whether the Works are to be available freely or whether they are to be contained in a secure area of the Service, only accessible after a fee has been paid.
6. You warrant, agree and undertake both on behalf of yourself (and if you are a member of a band, on behalf of each member of the band) that: the Works are original to you and have not been copied from any third party; subject to such rights as you may have granted to the Performing Right Society Limited, the Works do not infringe any copyright, trademark or other proprietary or intellectual property rights of any third party or include any material which are defamatory of any party or obscene; you are not under any disability, restriction or prohibition, whether contractual or otherwise with respect to your right, power and authority to enter into and perform this Agreement and grant the rights herein expressed to be granted to us and in particular, you are not under an exclusive recording agreement (as defined in the Act); the Works do not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; and none of the Works have been commercially released to the public.
7. You agree to indemnify us against any claims, liabilities, damages, losses or expenses (including reasonable legal fees) suffered or incurred by us as a result of your breach of any of the warranties or undertakings in this Agreement.
8. This Agreement may be terminated by either party at any time and shall terminate upon receipt by the other of written notification (including notification by email) of such termination.
9. We shall not be liable in contract, tort, negligence or otherwise arising out of, or in connection with this Agreement for: any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or any loss of goodwill or reputation; or any special, indirect or consequential losses
in any case, whether or not such losses were within our contemplation at the date of this Agreement.
10. Nothing in this Agreement seeks to or does exclude or limit the liability of us for death or personal injury arising from our negligence.
11. Notwithstanding any provisions of this Agreement, our liability to you shall not exceed the amount paid by us to you pursuant to this Agreement.
12. Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute.
13. This Agreement constitutes the entire agreement between us in respect of the subject matter of it and no terms, obligations, representations, promises or conditions, oral or written, express or implied have been made or relied upon, other than those contained in it.
14. For the avoidance of doubt, each of us irrevocably waives any right we may have to seek a remedy for: any misrepresentation which has not become a term of this Agreement; or any breach of warranty or undertaking (other than those contained in this Agreement) whether expressed or implied, statutory or otherwise; unless such misrepresentation, warranty or undertaking was made fraudulently.
15. This Agreement shall be construed and performed in all respects in accordance with and shall be governed by the laws of England and Wales and the parties irrevocably submit to the exclusive jurisdiction of the English courts.
