MUSIC SUBMISSION TERMS AND CONDITIONS
These music submission terms and conditions (this “Agreement”) describe the legal relationship between “you” (an individual artist, or, in the case where you are involved with a band, an individual acting as the legal representative of your band) with JazzBoston, Inc., its successors, assigns, agents, distributors and licensees (collectively, “JazzBoston”), and governs the submission by you of sound recordings, musical works and/or other material (such as pictures, videos, song lyrics, etc.) (collectively, the “Content”) to JazzBoston, for public display on the JazzBoston website (the “Site”) for the purpose of public access of the Content. The “Site” means the JazzBoston web site located at, or linked to through, the root URL www.jazzboston.com, which may expand or change from time to time.
By submitting Content to JazzBoston and accepting the terms and conditions of this Agreement, you represent that: (i) you have read and understood this Agreement and agree to be bound by its terms and conditions; and (ii) you are at least 18 years of age.
You retain ownership of the copyrights and all other rights in the Content, subject to the non-exclusive rights granted to JazzBoston under this Agreement.
2. Grant of License:
You hereby grant to JazzBoston a nonexclusive, worldwide, royalty-free license to: (a) reproduce, distribute, publicly perform, publicly display and digitally perform the Content in whole or in part (including the right to create compilations which include your songs); (b) create and use samples of the Content solely for the purpose of demonstrating or promoting our or your products or services; (c) use any trademarks, service marks or trade names incorporated in the Content; and (d) use the name and likeness of any individuals represented in the Content.
You have the right to terminate this agreement and all licenses granted to JazzBoston at any time by so notifying JazzBoston in writing. This Agreement will terminate upon our actual receipt of such notice. JazzBoston may terminate this Agreement at any time without notification. Upon termination, all of JazzBoston’s license rights will terminate. Notwithstanding anything contained in this Agreement to the contrary, Sections 4, 5 and 6 of this Agreement will survive termination.
4. Representations and Warranties:
By submitting Content to JazzBoston, you represent and warrant that:
(a) The Content contains no sampled sound recordings of any kind and is either: (1) your own original musical composition; (2) within the public domain or otherwise copyright-free; or (3) performed with all applicable licenses and rights granted to you by the applicable copyright holder(s). If the Content is performed with all applicable licenses and rights granted to you by the applicable copyright holder(s), you agree to provide to JazzBoston upon request proof of such licenses and/or rights relating to the consent of such copyright holder(s) to perform and record the Content and to submit the Content to JazzBoston. .
(b) You have full right and power to enter into and perform this Agreement, and have secured all third party consents necessary to enter into this Agreement.
(c) The Content does not and will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights.
(d) The Content does not and will not violate any law, statute, ordinance or regulation.
(e) The Content is not and will not be defamatory, trade libelous, pornographic or obscene.
(f) The Content does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data.
(g) All factual assertions that you have made and will make to JazzBoston are true and complete.
You agree to indemnify and hold JazzBoston and users of the Site harmless from any and all damages and costs, including reasonable attorney’s fees, arising out of or related to your breach of the representations and warranties described in this section. You agree to execute and deliver documents to JazzBoston, upon our reasonable request, that evidence or effectuate our rights under this Agreement.
5. Warranty Disclaimer:
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE SITE, CONTENT AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED MY APPLICABLE LAW, JAZZBOSTON MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE OR ANY CONTENT THEREIN, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. IN ADDITION, JAZZBOSTON MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. JAZZBOSTON WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE, INFORMATION OR OTHER CONTENT OR MATERIALS PROVIDED IN CONNECTION WITH OR OTHERWISE AVAILABLE THROUGH THE SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL JAZZBOSTON BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW.
6. Liability Waiver:
By agreeing to and accepting the terms and conditions of this Agreement, you hereby release JazzBoston, it's partners, affiliates, and any third party business that has dealings with JazzBoston from any consequential, indirect, exemplary, special or incidental damages or liabilities that may arise from or relate to this Agreement or the use of the Site.
7. Right to Refuse Content:
JazzBoston reserves the right not to accept Content at any time and for any reason, in its sole discretion.
8. Modification of Agreement:
From time to time JazzBoston may modify this Agreement in its sole discretion. When such modification is made, JazzBoston will post a revised version of this Agreement on the Site. Modifications to this Agreement will be effective when they are posted. JazzBoston is not required to provide you with notification that any such modification has been made. It is your responsibility to review this Agreement as posted on the Site from time to time to be aware of any such modifications.
If there is any dispute about or involving the Site or this Agreement, you agree that the dispute shall be governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law provisions. Any action or proceeding arising out of or related to the Site or this Agreement must be brought in a state or Federal court located in jurisdiction of Suffolk County, Massachusetts, and you irrevocably submit to the exclusive jurisdiction of such courts.
All notices, requests and other communications under this Agreement must be in writing (e-mail messages shall be deemed writings). This Agreement sets forth the entire understanding and agreement of the parties and supersedes all prior proposals, discussions or agreements. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. JazzBoston’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.