UrMade Terms Of Service
1. Scope of license. By signing up for UrMade, you agree to only upload material that you are the sole owner of. By uploading a song or video, you agree to allow UrMade place your song in the streaming queue.
2. Representations and warranties. You must be free of any binding contracts that would forbid you from signing up for UrMade. You must be 18 years of age, or 13 years old with the permission of your parent or guardian.
3. Idemnification. We are not legally responsible for any lawsuit or charges you may incur through improper use of this service.
4. Termination. You may remove your account and content from UrMade at any time. If content you upload is found to be in copyright violation, we reserve the right to remove it immediately and place your account on suspension.
ENGELBRECHT COMMERCIAL ENTERPRISES, LLC (DBA UR MADE) SONG LICENSE AGREEMENT
Engelbrecht Commercial Enterprises, LLC., a California limited liability company (“Company”), and you (“Licensor”) agree and enter into this Song License Agreement (“Agreement”) as of today’s date on the following terms and conditions:
WHEREAS, Company operates a service that provides on line exposure to a consumer market place (“End Users”) by secured streaming technology (the “Service”).
WHEREAS, Licensor is the rightful owner or licensee of all right, title and interest in and to the sound recording(s) (“Recording” or “Recordings”) and composition(s) underlying the Recordings (the “Composition” or “Compositions”) uploaded to the Service; and
WHEREAS, Licensor desires to license to Company the Recording(s) and the Composition(s) on the terms and conditions set forth herein;
NOW THEREFORE, the Parties hereto agree as follows:
1. SCOPE OF LICENSE; DELIVERY
1.1 License Grant. Licensor hereby grants to Company a non-exclusive, sublicenseable (through one (1) or more tiers) gratis right, for itself and to license others to do the same, to: copy, edit, and reproduce the Recording(s); combine the Recording(s) with material created or furnished by others; distribute the Recording(s) to End Users via the Service; publicly perform, publicly display and digitally the Recording(s) and the Composition(s) for the purpose of on line web based audience(s) for the express purpose of promoting Licensors Recording(s).
1.2 Reserved Rights. All rights in and to the Recording(s) and Composition(s) not specifically granted to Company hereunder are reserved to Licensor.
1.3 Delivery of Recording(s) and Composition(s) Licensor shall deliver the Recording(s) and Composition(s) to Company or representative of Company.
1.4 Mechanical License. Licensor represents and warrants that it owns or controls the Composition(s) to any of the Recording(s) delivered to Company pursuant to this Agreement. Licensor hereby agrees to grant Company and its licensees a free mechanical license to reproduce each Controlled Composition and provide for the permanent digital download of each Controlled Composition. The term “Controlled Composition” as used in this Agreement means any Composition that, in whole or in part, is written, owned or controlled by Licensor, any producer of Recording(s) recorded by Licensor, or any person or other entity in which Licensor or the producer has an interest.
2. REPRESENTATIONS AND WARRANTIES.
2.1 By Licensor. Licensor hereby represents and warrants to Company all of the following:
- (a) Licensor has full power and authority to enter into this Agreement and to carry out the provisions hereof;
- (b) Licensor is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and any person executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action;
- (c) Licensor must be eighteen (18) years of age, or the age of majority in your jurisdiction, to enter into this agreement, or be at least 13 years of age with the parent or legal guardian’s permission.
- (d) This Agreement is legally binding upon Licensor and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity whether enforceability is considered a proceeding at law or equity;
- (e) Licensor owns and has full right in and to the Recording(s) and Composition(s) and all intellectual property rights thereto, or if licensed by Licensor, all necessary rights and licenses to grant the licenses and rights granted to Company under this Agreement;
- (f) The Recording(s) and Composition(s) are delivered free and clear from all liens and encumbrances;
- (g) The Recording(s) and Composition(s) are commercially and technically satisfactory;
- (h) The Recording(s) and Composition(s) do not infringe or misappropriate any patent, trademark, copyright, trade secret know-how, moral rights or other intellectual property rights of any third party;
- (j) As of the Effective Date of this Agreement, there is no pending or threatened claim or liability against Licensor arising out of or relating to the Recording(s) or Composition(s), or any claim that the Recording(s) or Composition(s) infringe or misappropriate any patent, trademark, copyright, trade secret know-how, moral rights or other intellectual property rights of any third party; (i) There is no notice or consent requirement in connection with the execution and delivery of this Agreement by Licensor and/or the consummation or performance of any of the transactions contemplated in this Agreement; and
- (k) There are no contracts which prohibit Licensor from licensing to Company all of the rights granted hereunder.
2.2 By Company. Company hereby represents and warrants to Licensor all of the following:
- (a) Company is duly organized and validly existing under the laws of its state of incorporation, and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof;
- (b) Company is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder, and any person executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate action;
- (c) This Agreement is legally binding upon Company and enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency or other laws of general application affecting the enforcement of creditor rights and judicial principles affecting the availability of specific performance and general principles of equity whether enforceability is considered a proceeding at law or equity.
- (a) Licensor hereby agrees to indemnify, defend, and hold harmless Company and its officers, directors, shareholders, employees, consultants and agents from and against any and all damages, suits, claims, actions, or demands, and any related liabilities, expenses and losses (including reasonable attorneys’ fees and other costs of defense) (“Licensor Claims”) arising out of or in connection with, or are in any way related to (i) any claim, which if true, would result in a breach by Licensor of any of its representations, warranties or obligations under this Agreement., and (ii) any and all third party claims alleging that the Recording(s) and/or Composition(s) infringe any patent, copyright, trademark, trade secret or other intellectual property rights of any such third party.
- (b) Company hereby agrees to indemnify, defend, and hold harmless Licensor and its officers, directors, shareholders, employees, consultants and agents from and against any and all damages, suits, claims, actions, or demands, and any related liabilities, expenses and losses (including reasonable attorneys’ fees and other costs of defense) (“Company Claims”) arising out of or in connection with, or are in any way related to any claim, which if true, would result in a breach by Company of any of its representations, warranties or obligations under this Agreement.
3.2 Claims Procedures
- (a) In the event either Party to this Agreement seeks indemnification under this Section 3 (“Indemnitee”) such Indemnitee shall inform the other party from whom indemnification is sought (“Indemnitor”) of the Company Claim or Licensor Claim, as applicable (each, a “Claim”) as soon as reasonably possible, and shall permit Indemnitor to assume direction and control of the defense of the Claim (including the employment of counsel, who shall be reasonably satisfactory to Indemnitee) and the payment of expenses. Indemnitee shall use commercially reasonably efforts to cooperate as requested in the defense of the Claim. Indemnitee shall have the right to employ, at its own expense, separate counsel in any such action or claim and to participate in the defense thereof. Notwithstanding the foregoing, Indemnitor shall not enter into any settlement or take any action affecting Indemnitee’s rights without Indemnitee’s prior written consent.
- (b) If Indemnitor does not assume the defense of any claim, Indemnitee shall be entitled to assume defense of any such claim, Indemnitor shall use commercially reasonable efforts to cooperate with Indemnitee in such defense and make available to Indemnitee, at Indemnitor’s expense, all witnesses, records, material and information in Indemnitor’s possession or control as reasonably requested by Indemnitee.
- (c) In addition to any other rights or remedies it may have, Indemnitee shall have the right to withhold from any payments otherwise due to Indemnitor, dollar for dollar, for amounts due to Indemnitor in respect of such indemnification, which may include, but is not limited to, an amount equivalent to that claimed or sued for, plus reasonably anticipated attorney’s fees and costs relating thereto. Any amount so withheld shall be credited to Indemnitor’s account (after deduction of any amounts Indemnitee may retain pursuant to this Section 6.2) when any action has been finally settled or fully adjudicated and the judgment satisfied, or the statute of limitations on such claim has run.
3.3 Notification of Claims. In the event Indemnitee receives a notice or claim from a third party (a “Third Party Infringement Claim”) that, if true, would result in a breach by Indemnitor of its representations and warranties, including, but not limited to the representations and warranties in Section 2 above, Indemnitee will provide Indemnitor a copy of the Third Party Infringement Claim. If, in the event the Indemnitee is Company, in Company’s sole opinion, compliance with the Third Party Infringement Claim requires removing one or more Riffs or Tracks from distribution, Company, in addition to all other remedies available, may remove said Riff or Track.
4.1 Termination. Either Party may terminate this Agreement upon the occurrence of any of the following: (1) upon or after the bankruptcy, insolvency, dissolution or winding up of the other Party; or (2) upon or after the breach of any material provision of this Agreement by the other Party if the breaching Party has not cured such breach within thirty (30) days after written notice thereof by the non-breaching Party. The Parties agree, however, that, in the case of any breach or threat of breach by Licensor of any terms or conditions of this Agreement, Company may take any appropriate legal action, including without limitation action for injunctive relief, consisting of orders temporarily restraining and preliminarily and permanently enjoining such actual or threatened breach.
4.2 Effect of Expiration or Termination. Upon the expiration or termination for any reason of this Agreement, all rights under the licenses granted hereunder shall automatically terminate, provided however, that expiration or termination of this Agreement shall not terminate the rights granted to any End User or relieve the Parties of any obligation accruing prior to such expiration or termination.
4.3 Certified Mail Opt Out. Upon the receipt of a certified letter Licensor notifies Company Licensor wishes to terminate Agreement. Upon receipt of said certified letter Company agrees to cease to use all material in Company’s possession physically and digitally within sixty days.
5.1 Governing Law and Jurisdiction. This Agreement shall be governed and construed in accordance with the laws of the State of California without regard to its conflicts of laws provisions and without applying the United Nations Convention on Contracts for the International Sale of Goods. The sole jurisdiction and venue for actions related to the subject matter of this Agreement shall the state and federal courts located in Butte County, California, USA; provided, however, that either Party may seek injunctive relief and to enforce judgments in any court of competent jurisdiction. Both Parties consent to the exclusive personal and subject matter jurisdiction of such courts and each agree that process may be served in the manner provided herein for giving notices or otherwise as allowed state or U.S. federal law. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees.
5.2 Successors and Assigns. The rights and obligations of the Parties under this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties.
5.3 Force Majeure. Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement (other than non-payment) when such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party, including, but not limited to, fire, floods, embargoes, war, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other Party.
5.4 Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
5.5 Notice. All notices and other communications provided for hereunder shall be in writing and shall be delivered personally or by first class mail, addressed as follows:
If to Company, addressed to:
ENGELBRECHT COMMERCIAL ENTERPRISES, LLC.
Chico Ca 95926
Either Party may by like notice specify or change an address to which notices and communications shall thereafter be sent. Notices sent by mail shall be effective upon receipt. Notices given personally shall be effective when delivered.
5.6 Independent Contractors. It is expressly agreed that Company and Licensor shall be independent contractors. Neither the entering into, nor the performance of this Agreement, shall create any partnership, joint venture, agency, or employer-employee relationship between the Parties. Neither Party has the authority to make any statement, representations or commitments of any kind on behalf of the other, or to take any action that is binding on the other Party, without the prior written consent of the other Party.
5.7 Entire Agreement; Amendment. This Agreement (including all exhibits attached hereto) sets forth all of the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with respect to the subject matter hereof and supersedes and terminates all prior agreements and understandings between the Parties. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties hereto unless reduced to writing and signed by the respective authorized officers of the Parties.
5.8 Headings. The captions to the several sections hereof are not a part of this Agreement, but are merely guides or labels to assist in locating and reading the several sections hereof.
5.9 Summary. The summary at the top of this document is not a part of this Agreement, but merely serves to provide a brief explanation of the contents.
5.10 Waiver. Except as specifically provided for herein, the waiver from time to time by either of the Parties of any of their rights or their failure to exercise any remedy shall not operate or be construed as a continuing waiver of same or of any other of such Party’s rights or remedies provided in this Agreement.
5.11 Counterparts. This Agreement may be executed by counterparts, of which shall be deemed to the originals but both of which shall constitute one and the same Agreement. Facsimile signatures shall be deemed to have the same effect as their originals.
Licensor may issue a press release about the involvement with UrMade as long as there is no specific information relating to this Agreement or the underlying transaction. Company will promote Licensor through performance of Recording(s) and through (but not guaranteed) dedicated web presence.