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MakeaStar.com
Music Submission Agreement
Welcome to MakeaStar.com
Every time you upload or mail
a song to MakeaStar.com you have to agree to the legal terms displayed below.
The contract may look very long and boring, but please read it carefully.
The main reason for this submission policy is to confirm that you own the
music you're uploading, that the music obeys all content laws (for example it's
not pornographic), that the file contains no viruses, and that you are not a
minor. It specifies that your
submission fee is non-refundable and that you cannot ask for your money back if
your music did not get forwarded to the contest or got a bad review.
The agreement also grants MakeaStar.com full permission to use this music
on a non-exclusive basis related to the site only in any way we see fit (as part
of a site advertising campaign or marketing promotion, for example).
Rest assured, however, that we are not going to sell your music (unless,
of course, you sign a recording contract with us).
Also be assured that at all times you retain full ownership of your
music, that you're not committed to entering into any additional contract
with MakeaStar.com, and that, after your song has been reviewed and entered and
run its course through the "Contest", if it does, you are free to cancel
your agreement with MakeaStar.com and have your music deleted from our system.
The reason for this no-delete period is simple: if we remove your song
during one of our ratings periods, it's going to screw up our calculations of
who the winner for that period is. If
you win, you're in no way obligated to let us sign you, and you can take your
music off the site.
Please, have your
attorney check this out. As we said
there is nothing out of the ordinary in this Agreement and if you have
previously uploaded your music to any other Internet site, you'll find that
this Agreement is very similar to those.
MakeaStar.com Music Submission Agreement
Although we have
attempted to outline below in straightforward English the terms on which
submissions to MakeaStar.com ("MAS") will be accepted, please be aware
that these terms if accepted by you create a binding legal agreement between you
and MAS that significantly affects your rights.
We strongly urge that before accepting these terms you print out a copy
and review it with your attorney, manager and other representatives and if you
have no such representatives that you seek other independent qualified guidance.
We reserve the right to make changes to the Submission Agreement in the
future, although these changes would not apply to you unless you accepted the
revised terms. The basic
submissions terms that will constitute our agreement if you accept by clicking
the "I ACCEPT" box or submit any material to MAS are as follows:
First the boring
stuff:
1. MAS Rights.
Any sound recordings, musical and/or vocal works, pictures, videos, song
lyrics and/or other materials (collectively the "Material") submitted
by you shall be available for us to use on a non-exclusive basis anywhere and
everywhere throughout the universe without any payment to you.
We will not sell or license your music to others (making your music
available to visitors of our site, regardless of if such visitors pay a fee to
access your music, shall not be considered a sale or license), but MAS will be
authorized to reproduce, distribute, publicly perform, publicly display and
digitally perform and/or distribute the Material in whole or in part, alone or
together with other material. MAS
shall also have the right to use the Material for the purpose of promoting MAS
products and services and to use the name, likeness and biographical material
and any logos, marks or trade names of you or any individuals performing or
otherwise represented in the Material or the artist or band included or referred
to in the Material without any payment to you or any other persons or companies.
2. Ownership of Material.
At all times you shall retain full ownership of the Material while
granting to MAS the non-exclusive rights set forth in this agreement.
The forgoing notwithstanding, the physical copies of the Submission you
submit will be the property of MAS and will not be returned.
3. Your Warranties to MAS.
By accepting this agreement and/or submitting any Material, you are
guaranteeing to MAS that you are of legal age to enter into contracts (you're
not a minor) and have all rights, approvals and/or consents necessary to submit
the Material on the terms provided herein.
You also guarantee that no permission is required from any other
individual or company for us to use the Material and other rights provided
herein. You further guarantee to
MAS that the compositions, recordings, lyrics and other materials contained in
the Material are original, created only by you and do not contain any
"samples" or excerpts from the material of others and do not otherwise
infringe on the rights of any other individuals or companies.
Although we're big believers in free expression, you also guarantee that
the Material does not and will not violate any laws or be defamatory, libelous,
pornographic or obscene. Finally,
you guarantee to MAS that the Material will not contain any "viruses"
or other information that may damage or otherwise interfere with MAS computer
systems or data or that of our customers. You
shall be fully responsible for any violation of your agreements including the
guarantees made to MAS under this paragraph and you shall indemnify MAS and our
customers from any damages and costs, including reasonable attorneys fees,
arising from your breach. You shall sign and deliver to MAS any additional documents
that MAS may request to confirm MAS's rights under this agreement.
4. Terms of Use.
MAS shall from time to time publish on the MAS site its policies
concerning the service and content to be submitted and you agree to comply with
those policies. MAS shall have the
right to review your Material and in its discretion edit, alter, decline to post
or remove any of the Material for any reason.
Included in the aforementioned right, MAS shall have the right to censor
in any manner it chooses any portion of the Material that it deems in the
exercise of its reasonable business judgment to be offensive.
5. Disclaimer.
You acknowledge that the operation of our site may from time to time
encounter technical or other problems and may not necessarily continue
uninterrupted or without technical or other errors and MAS shall not be
responsible to you or others for any such interruptions, errors or problems or
an outright discontinuance of the MAS service.
Aside from the use required to create the Review, there are no assurances
whatsoever that any of the Material shall actually be utilized on the MAS site
or if so utilized continue to be available for any particular time.
The MAS site may be discontinued at any time, with or without reason.
If for any reason any part of this agreement violates any law or would
otherwise be void, this agreement shall be deemed amended to the minimum amount
necessary to make it lawful and enforceable.
6.
Cancellation.
After the song you uploaded has been reviewed, you are free to cancel
this agreement with MAS, and upon your emailed request to
customerservice@makeastar.com being received by MAS, we will proceed to delete
your song and band record from our system as soon as possible. If your song has made it into our Contest at the time of your
cancellation request, we will delete your song and band record as soon as your
song is out of the contest. We are
obviously not responsible for any copies of your song that may have been
downloaded from our site before we removed your material.
7.
Third Party Access to your Submission.
In the event that your Submission is entered into the Contest, you hereby
acknowledge and agree that MAS will allow a number of individuals to
have access to your Submission and its review prior, during, or after the time it becomes public on the site.
These persons are generally persons who are interested in finding new material and artists to sign to
agreements, including subscribers to FirstBuzz.com, a service of MAS for the
music industry. MAS makes no warranty
whatsoever, express or implied, that any such persons will so preview your
Submission or offer you any form of agreement.
8.
Submission Fee.
Once you have accepted this agreement and finished the submission process
in full, you will have paid the $35.00 Submission Fee.
You understand and agree that your submission fee is non-refundable.
9.
Your Submission. May
not contain any sampling that you do not own and may not be a cover of any third
party music, lyrics or songs. In
other words, the music, lyrics and performance must be original to you and your
band. Further it is not offensive or pornographic; if MAS
determines that any portion of your Submission is offensive or pornographic, in
the exercise of its good faith business judgment, then it may remove or censor
any such objectionable materials. You
may upload your submission on-line or send in your submission via postal mail.
To send your submission via mail, print out the MAS Submission
Entry Form from the Site and mail in your completed Entry Form along with
your Submission in CD format and your cashiers check for the $35.00 Submission
Fee, along with an additional $20.00 "conversion and upload" fee ($55
total per submission). The Entry
Form will require you to indicate your name, or in the case of a band, the
band's name, an address, and email address at which to contact the band or
you. You must also indicate the genre for your Submission by
selecting one of the genres made available on the Entry Form. If you mail in your Entry, you will be required to indicate
that you have read and agree to these Rules.
You may enter a particular song more than once, but only with a separate
Entry Form for each Submission, and make a separate payment of the Submission
Fee for each Submission. MAS is not
responsible for any lost, misdirected, stolen or undelivered Submissions, nor
for any technical, network, electronic, computer, hardware or software failures
of any kind, including any injury or damage to your or any other person's
computer related to or resulting from participating in or downloading any
materials related to your Review or any Contest.
10.
Use of the Submission.
By Submitting your Material, you grant to MAS and their designees and
licensees the worldwide, non-exclusive right and license: (a) to encode,
digitize and store the Submission on their servers; (b) to perform, display,
copy, distribute, edit, post or publish, modify, transmit and telecast the
Submission in any medium or format now known or hereafter developed, including
via television, cable, satellite, Internet and/or other online service; (c) to
publicize, market, advertise and promote the Submission in any medium or format
now known or hereafter developed; (d) to place advertising before and after the
Submission; and (e) to use your name, likeness, voice, information you provide
in the Submission Entry Form, and/or other indicia of identity, in connection
with the use, exploitation, promotion and/or advertising of the Submission
and/or the Contest, in perpetuity commencing from the date of Entry.
The Submissions of the MAS Contest Winners, as well as all other
submitted Submissions, may appear on Internet web sites owned, operated and/or
licensed by MAS. However, MAS is
not obligated to use, perform, transmit or display such Submissions, even if a
Submission has been selected as the Winner.
11.
The Review. In
exchange for the Submission Fee you shall receive a review of your submitted
music in the form indicated on the Sample
Review, which review shall be done by one of MAS's staff
of reviewers. Once completed you will be notified via e-mail to login to
MAS and read your Review. MAS shall
make every effort to provide the Review within 2-3 weeks from the date of your
submission, but failure to do so shall not allow you any rights, including the
right to the return of the Submission Fee or to cancel this agreement.
Your submission Review will remain "live" for a period of thirty (30)
days, after which time it may be archived or destroyed at the sole election of
MAS. Therefore, please print a copy
of the review for your records. The
Review remains the property of MAS, however, we hereby grant you the right to
utilize the review in any non-commercial manner you may select.
In other words, please, go ahead and quote the review anywhere you want,
just always indicate that it came from MakeaStar.com. If you feel that your Review was not handled according to the
guidelines
indicated on the site, please contact our staff at customerservice@makeastar.com.
12.
The Contest. MAS
keeps track of the scores in each review, and using its patent-pending
"Virtual A&R" or "VAR" system tabulates those scores and compares
them to all other submissions.
If your submission ranks as one of the top 16 submissions, then
it may (please note that MAS has the right to set a minimum average score, which
if not met shall block a submission from entering the contest) be entered into the Contest.
In case of ties, the submission with the earlier submission date makes it
in the Contest. All decisions are made by MAS and are deemed final, binding
and conclusive. This Contest is void
where prohibited.
13.
How the Contest works. Several
contests may operate at once on the Site. Each
Contest shall be broken down into a series of "head-to-head" "matches"
between two submissions. The first
set of matches are held in the Contest's Preliminary Stage where the 16
submissions are randomly paired against one another.
During the week following selection of the top 16, MAS registered members
who come to the Site shall have the opportunity to vote in each such
competition, as will our special Industry Voting Panel (IVP) members.
MAS's patent-pending VAR engine automatically totals the votes for each
match, and, by giving equal weight to the Registered User voting results and the
IVP voting results, picks a winner for that match.
The winners of each match then move forward into a new match according to
the MAS Contest brackets.
This process continues until one of the top 16 submissions is the winner.
Each contest may be referred to by a specific name.
Each round of each Contest may be referred to by a specific name.
This Submission Agreement will govern each Contest.
14.
How Ties are Resolved. In
the event that there is a tie in any of the MAS matches, i.e. in the Clubs,
Concert Halls, Arenas, or the Stadium, the MAS system automatically picks the
winners as follows:
a.
The song with the highest Average Review Score, as previously scored by a
member of MAS's IRB, is picked as the winner;
b. If the Average Song Review scores are
equal for both contestants, then the song with the earlier submission date (i.e.
the date when the song was first submitted to MAS for review) is picked as the
winner.
15.
The Contest Winner.
The winner of each Contest shall, as a condition of winning, be required
to sign an Affidavit of Eligibility and Liability/Publicity Release,
which contains an agreement to be bound by these Rules as well as other
conditions as may be noticed on the site from time to time. Without limiting
anything set forth in these Rules, the Winner's Affidavit will confirm that
all of the submitted musical compositions and recordings are entirely your
original creative works, that all copyrights therein are owned exclusively by
you and that such compositions and recordings do not infringe any copyrights or
any other rights of any third parties. You
will be required to represent and warrant that you have all necessary rights,
consents and approvals to grant MAS the right to use your name, likeness, logo,
bio, and/or other text and graphics that you provide to MAS in connection with
the Submission. The Winner's Affidavit
will provide that each Member of Band, as applicable, also agrees to indemnify
and hold harmless MAS from any claims inconsistent with the foregoing.
In addition, the Winner's Affidavit will provide that by winning, you
and as applicable, each Band Member, agrees to release the Sponsors and
Administrators from any and all liability for injuries, damages or expenses
sustained in connection with the Contest or with winning. Finally, the
Winner's Affidavit will provide that you agree to adhere to these Rules, that
you must have the authority and capacity to execute and perform.
You and, as applicable, each Band Member must have his or her signature
notarized where indicated on the Winner's Affidavit.
Failure to comply with the foregoing may cause the Winner to forfeit
their status as winners.
16.
Additional Representations.
By entering, you ("you" and "your" mean you if a solo
Artist, and the Band and each individual Member of the Band, if applicable)
hereby represent and warrant that the compositions, recordings and other
materials contained in your Submission are your original and your sole work of
authorship, and do not infringe upon any applicable law or regulation or upon
the rights of any third party. You
further represent and warrant that you have all rights, approvals and/or
consents necessary to make your Submission and submit your Entry to the Contest,
and that the Artist, Band or any Member of Band, as applicable, is/are not
signed to a recording contract or bound by any other contractual obligation that
would prohibit it from entering the Contest.
You further agree to not bring any copyright infringement action or other
related claim against MAS which is based, in whole or in part, on MAS access to
your Entry.
17.
Eligibility.
To enter, Artist or all Band Members, as applicable, must be eighteen or over.
This Contest is void
where
prohibited. Employees and
their immediate families of Sponsors, their
parent, affiliated companies, advertising and promotion agencies, the sponsors
and prize donors (collectively,
"Sponsors and Administrators") are not eligible.
Bands, Artists or Band Members who are a party to a recording agreement
with a record label or other agreement pursuant to which the band provides
recording services to a third party ("Recording
Agreement"), are not eligible to participate in the Contest.
Bands, Artists and Band Members agree not to enter into a recording
agreement with a third party until the Artist, Band or Band Member is no longer
in the Contest. By entering this
Contest, Artist, Bands and Band Members individually agree to be bound by these
Official Rules, and agree to release the Sponsors and Administrators from any
and all liability for injuries, losses or damages of any kind resulting from
participation in this Contest.
18.
Official Rules and Winners List. For a copy of these
Official Rules or a list of winners, please send a self- addressed envelope to
MakeaStar.com, 1403 N. Batavia Avenue, Suite 111, Orange, CA, 92867, U.S.A.
19.
General. This Contest is void where prohibited.
In the event that technical or other circumstances compromise the
Contest, MakeaStar.com reserves the right to cancel the Contest, and select
winner from all eligible submissions received prior to the cancellation. MAS is not
responsible for typographical errors in the Contest site or these Rules.
This Agreement, your Submission and the Contest shall be governed under
United States and California law, and you hereby consent to the exclusive
jurisdiction and venue of California courts (State and Federal) for any cases or
controversies arising out of your Submission, including, but not limited to the
Contest. You waive any and all
objections to jurisdiction and venue in those courts.
MakeaStar.com reserves the right to share contestant information with
Sponsors and Administrators in accord with its Privacy
Policy. Except where prohibited
by law or regulation, Winners acceptance of prizes, if any, will constitute
permission for, its affiliated companies, sponsors or prize donors to use
Winner's name, likeness, and statements for any purpose in reference to the
Contest and this promotion without additional compensation, consideration or
consent. Except as otherwise set
forth above, the Terms of
Use governs all online participation in this Contest for MakeaStar.com.
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