Summary of the Last Update to Terms and Services – Updated March 11, 2015
QUICK SUMMATION: We encourage you to read the entire agreement, but the gist of it is that we must have your permission to play your music on RhinoOnAir.com/WSPF-DB. By signing our agreement, you grant us that permission, but you give us no other rights to your music. It’s still solely yours. Read the agreement. You’ll find no hidden strings attached.
Anyway… (deep breath please) … let’s begin…
YOU AND RHINOONAIR.COM/WSPF-DB, OWNED AND OPERATED BY RHINOONAIR.com/WSPF-DB. (THE “COMPANY”, “WE” OR “US”) AGREE THAT YOUR ACCESS TO AND USE OF THE RHINOONAIR.COM/WSPF-DB WEB SITE (THE “WEB SITE”), IS SUBJECT TO YOUR AGREEMENT TO THE TERMS AND CONDITIONS LISTED BELOW, WHICH WILL BECOME A BINDING AGREEMENT BETWEEN YOU AND THE COMPANY (THE “AGREEMENT”). THE COMPANY IS WILLING TO ALLOW YOU ACCESS TO THE WEB SITE AND ITS SERVICES ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. PLEASE READ THESE TERMS CAREFULLY. AFTER READING THE TERMS, IF YOU AGREE TO THEM, PLEASE INDICATE YOUR DECISION BY CLICKING ON “I AGREE” AT THE END OF THIS AGREEMENT. IF YOU DO NOT AGREE, INDICATE YOUR DECISION BY CLICKING ON “I DO NOT AGREE” AND YOU WILL BE RETURNED TO THE HOME PAGE OF THIS WEB SITE.
2. AGE RESTRICTIONS. Individuals under the age of 13 are prohibited from accessing the Web Site without verified parental consent furnished to Company in accordance with the Children’s Online Privacy Protection Act of 1998. You hereby represent and warrant that you are 14 years of age or older. SOME AREAS OF THE WEB SITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.
3. PUBLISHING OF CONTENT. You hereby acknowledge and agree that you are solely responsible for all materials that you post or publish on the Web Site, including without limitation, information, code, data, text, software, music, sound, links, photographs, pictures, graphics, video, chat, messages, files and any other materials (“Content”). You represent, warrant and agree that no Content submitted by you or through your account will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You represent and warrant that you have all legal rights necessary to publish any Content on the Web Site or that you own such Content. You hereby acknowledge and agree that Company shall, at all times, possess the right to refuse to include and/or to cause the removal of any or all of your Content for any reason and at its sole discretion. You hereby acknowledge and agree that Company may, at its sole discretion, disclose your Content in order to:
(i) comply with law enforcement, court orders, or the legal process; and/or
(ii) protect the rights and safety of individuals; and/or
(iii) settle disputes over intellectual property ownership.
The Company owns, protects and enforces copyrights in its own creative material and respects the copyright properties of others. It is our policy not to permit materials known by us to be infringing to remain on this Web Site. You should notify us promptly if you believe any materials on this Web Site infringe a third party copyright. Upon our receipt of a proper notice of claimed infringement under the Digital Millennium Copyright Act (“DMCA”), we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Pursuant to the DMCA, written notification of claimed copyright infringement must be submitted in writing to the following Designated Agent for this Web Site:
Ann Marie Cash
420 4th street South, suite 410
Saint Petersburg, FL 33701
Telephone: (727) 873-7627
4. YOUR OBLIGATIONS. You shall obtain and pay for any and all clearances and licenses as may be required for uses of Content in the Advertisements on a worldwide basis. Specifically, and without limiting the generality of the foregoing, you shall be responsible for and shall pay (i) any royalties and other sums due to artists, authors, co-authors, copyright owners and co-owners, producers from uses of the Content, (ii) all royalties or other sums payable to publishers and/or authors or co-authors of musical compositions embodied in any song that is made available for download by you in connection with your Advertisements, and (iii) any other royalties, fees and/or sums payable with respect to Content used by you in your Advertisements or in connection with this program. Your obligations under this Section 6 will survive termination of this Agreement for any reason.
5. RIGHTS TO TERMINATE AGREEMENT. You shall have the right at any time and for any reason to terminate this Agreement upon written notice to us. If you decide to terminate this Agreement, simply send an email to firstname.lastname@example.org requesting that this Agreement be terminated. We may terminate this Agreement at any time in the event that you breach any of the Site Terms and Conditions of Use, or any of the terms of this Agreement. Upon termination by you or by us, we will promptly discontinue the placement of your materials on our server(s) and remove them from our Internet radio content. Note that we reserve the right to terminate this Agreement at our sole discretion in the event that Content provided by you, including song lyrics, is offensive.
6. OWNERSHIP. You will retain all rights in and to the Content provided by you.
7. MODIFICATION, SURVIVAL. We reserve the right to change, modify, add to or remove all or part of this Agreement. Notice of any such changes shall be sent to you by email at least thirty (30) business days prior to their effective date. In the event that you do not consent to any such proposed changes your sole recourse shall be to terminate this Agreement by written notice to us as provided in Section 2, and your failure to do so within thirty (30) business days of the date of any such email from us to you shall constitute your acceptance of such changes. The termination of this Agreement shall not relieve either party from their respective obligations incurred prior to the effective date of termination.
ARTIST DIGITAL PERFORMANCE AGREEMENT
THE FOLLOWING TERMS AND CONDITIONS, WHEN ACCEPTED BY YOU (WHETHER AS AN INDIVIDUAL, OR IF APPLICABLE, ACTING AS THE AUTHORIZED LEGAL REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, COMPANY OR CORPORATION) AND RHINOONAIR.COM/WSPF-DB, OWNED AND OPERATED BY Ann Marie Cash DBA (COLLECTIVELY WITH OUR LICENSEES AND ASSIGNEES REFERRED TO IN THIS AGREEMENT AS “US” AND “WE”) SHALL CONSTITUTE THE ARTIST DIGITAL DISTRIBUTION AGREEMENT (THE “AGREEMENT”). PLEASE READ THIS AGREEMENT CAREFULLY. BY ENTERING YOUR NAME AND CLICKING ON THE “I AGREE” BUTTON BELOW, YOU (OR THE PARTY YOU ARE AUTHORIZED TO REPRESENT) WILL BECOME A PARTY TO, AND WILL BE BOUND BY THIS AGREEMENT. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW. IF YOU DO NOT AGREE, INDICATE YOUR DECISION BY CLICKING ON “CANCEL” AND YOU WILL BE RETURNED TO THE HOME PAGE OF THIS WEB SITE.
The following capitalized terms shall have the following meanings for purposes of this Agreement:
“Authorized Artwork” means album cover artwork and any other artwork relating to Recordings that you provide to us. All such artwork shall be deemed to have been cleared by you for all purposes unless you shall have provided us with written notice to the contrary.
“Copyright Management Information” means the digital information conveying information regarding a Digital Master, such as your name, the names of all writers, the name of the publisher, the title of the applicable album, the name of the song and the record company name, and same shall be subject to the protection of Title 17, Section 1202 of the United States Copyright Law.
“Digital Master” or “Digital Masters” means a copy or copies of Recordings in digital form.
“Recordings” means sound recordings and audio/visual recordings and underlying musical compositions that you have designated for digital distribution by us and the applicable Licensees, through the use of our Artist Submission Form. Records shall also include any video clips that accompany any sound recordings and audio/visual recordings. Any such sound recordings and audio/visual recordings and the underlying musical compositions must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized hereunder by you.
You hereby appoint us as your authorized representative for the Internet distribution rights (ie Internet radio airplay in the form of digital streaming) for your Recordings as provided herein. The rights that are granted by you to us are nonexclusive and are worldwide. Accordingly, you hereby grant to us the non-exclusive right, during the Term to:
Reproduce and convert Recordings into Digital Masters
Perform and make available for promotional purposes, portions of Recordings (“Clips”) by “streaming” to promote our Internet radio shows and services within the context of RhinoOnAir.com/WSPF-DB;
Identify and register your Digital Masters through the use of digital fingerprinting technology (e.g., the “Audible Magic technology), in order to help protect your Digital Masters from piracy and unauthorized duplication;
Use and distribute Copyright Management Information as embodied in a Digital Master;
Display and electronically fulfill and deliver Authorized Artwork used in connection with the Recordings for personal use solely in conjunction with the applicable Digital Master as provided herein;
Use Recordings, and Authorized Artwork and metadata as may be reasonably necessary or desirable for us to exercise our rights under and in furtherance of this Agreement;
Display any and all lyrics associated with a musical composition;
Publicly perform the Recordings via streaming (i.e., playing the song on Internet radio stations and via our web sites);
TERM AND TERMINAITON
The term of the Services provided (the “Term”) shall commence on the Effective Date and shall continue until either: (i) terminated by you; or (ii) terminated by us. Furthermore, this Agreement is subject to the RhinoOnAir.com/WSPF-DB web site (the “Site”) Terms and Conditions of Use. In the event of any conflict between the terms of this Agreement and the Site Terms and Conditions of Use, the Site Terms and Conditions of Use will control. We may terminate this Agreement at any time in the event that you breach any of the Site Terms and Conditions of Use. You may terminate your use of the Services at any time by written notice by sending an e-mail to email@example.com. In the event that the Services are terminated for any reason, we will have thirty (30) days to discontinue the distribution of Recordings and Digital Masters and remove your materials from our systems.
English Translation: You’re granting us the right to stream your music during our live shows and embed your music within archival podcasts of those shows. You also grant us the right to use your music as part of promotions, such as commercials for said shows within the context our “broadcast” of RhinoOnAir.com/WSPF-DB. To that end, you grant us the right to make copies of your music for the purposes of distributing it on our server(s) for live streaming and podcast archives. We’ll also have the right to post the lyrics, or portions of them, to the material you submit, as well as associated album artwork (this is for the purpose of putting up a biography on our web site about you and/or your band). Lastly, and most importantly, you grant us the right to perform your recordings via streaming (that’s the part about playing your music on RhinoOnAir.com/WSPF-DB).
Long story short, you’re giving us the right to play your music on RhinoOnAir.com, and use your likeness, album artwork and lyrics, to promote your involvement on RhinoOnAir.com. THAT’S IT. You’re NOT giving us the right to via this agreement to sell or redistribute your music. If you wish to sell your music through RhinoOnAir.com, that involves an entirely different service and agreement which is not addressed by this document.
RIGHTS TO WITHDRAW MATERIAL
You shall have the right at any time during the Term hereof upon written notice to us to withdraw further authorization for the uses of Recordings and Authorized Artwork. Within thirty (30) days following our receipt of your notice to us hereunder of your requested withdrawal of Recordings or Authorized Artwork or any part thereof, we shall advise our hosts and other personnel that they are no longer authorized to use your Recordings, Digital Masters or Authorized Artwork as part of their on-air shows or promotions. Please note that for your notice of withdrawal to be effective, it must be confirmed via telephone message by your appointed representative. We reserve the right to reject any materials (recordings, videos or artwork), Recordings or Authorized Artwork that you submit, in our sole discretion. You agree to submit all Recordings and Authorized Artwork, at your sole expense, in the format(s) required by the applicable Licensees. Technical descriptions of such format(s) will be provided to you upon request.
English Translation: You can withdraw permission for the use of your music at any time, for any reason. We’ll try to call the contact person and phone number you provide to confirm the removal. And we agree to remove your music from our server(s) within 30 days.
INDEMINIFICATION AND INFRINGEMENT
If we receive a claim that the use of Recordings, Digital Masters or Authorized Artwork or any other materials provided or authorized by you is in violation of any third party rights, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our Licensees and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our Licensees and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section 11, provided that we obtain your written consent prior to making any such payments. You agree that your consent will not be unreasonably withheld, delayed or conditioned. We shall promptly notify you of any such claim, and by obtaining and posting and maintaining an appropriate bond for our benefit you may assume control of the defense of such claim, provided that we shall have the right in all events to participate in the defense thereof. If a claim is made we will have the right to withhold payment of any monies due you hereunder in an amount reasonably related to the claim and potential expenses.
You agree to indemnify and hold the Company and its directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees, arising out of any claim, action, investigation or proceeding made or instituted by any third party due to or arising out of:
(i) your breach of any representations or warranties made by you hereunder or your breach of any term of this Agreement;
(ii) your use of the Services or the Web Site in violation of this Agreement; or
(iii) or your violation of any law or the rights of a third party.
You hereby agree not to sue, assist in or be a voluntary party to assist in or be a voluntary party to, except as required by law, any action, suit, or proceeding against the Company for any claims, actions, suits, damages, liability, losses or expenses of whatever kind or however arising out of or relating to your use of the Web Site or the Services.
English Translation: If the material you submit violates copyright claims by others, you will pay for 100% of the legal fees to sort it out. You and ONLY YOU are responsible for copyright issues. If you knowingly submit material for which you do not own the copyrights, you cannot, and agree not to, sue the company for any related damages arising from your submission of copyrighted material. In short, only submit music which you have complete control over, and it’s all good.
ADDITIONAL REPRESENTATIVES AND WARRANTIES OF THE PARTIES
You represent and warrant that you are at least 18 years of age and have the full authority to act on behalf of any and all owners of any right, title or interest in and to Recordings or Authorized Artwork
You represent and warrant that you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by us and our Licensees shall not violate or infringe the rights of any third party.
You represent and warrant that: (i) you have the right and authority to enter into this Agreement and to grant to us all rights specified herein; (ii) all of Recordings, including any sampled third party material embodied therein, Authorized Artwork, metadata, videos and any other materials furnished by you to us or relating to Recordings are owned or controlled by you and any distribution of the same shall not infringe on the copyrights or other rights of any person or entity; and (iii) we and our Licensees shall have the right to exploit the Recordings, Digital Masters and Authorized Artwork in all manners set forth hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the royalties due to you described in Section 5 above.
Each party represents and warrants that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party’s performance of its obligations under this Agreement.
Each party represents and warrants that it shall perform their obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.
The parties acknowledge and agree that in the course of negotiating and transacting business under this Agreement each party may become aware of certain otherwise confidential information related to the other’s business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, the parties agree to keep such information confidential.
The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, or employee.
This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
This Agreement shall be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the address provided by you upon registration with us, or as properly updated.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Tallahassee, Florida, in accordance with FL. Gen. Stat. CHAPTER 682 (the “Commercial Relations Arbitration Code”) and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of Florida, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys’ fees. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to this Agreement shall be brought and heard either in the Florida state courts located in Pinellas County, Florida, or the federal district court for the Northern District of North Carolina located in Tallahasee, Florida. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
I HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE (select “I Accept the Rhino On Air Terms of Service agreement” on Submission Form below).