IMRadio Terms and Conditions
The terms and conditions of use set forth herein ("Terms") applies to the Internet Web site located at "http://www.IMRadio.com" (the "Web Site") and each and every Web site owned, operated, licensed, or controlled by IMRadio.com ("Company"). The Terms And Conditions Of Use can be found on IMRadio’s web site at: http://imradio.com/main_index.php?f=terms
1.1 "Agreement" shall mean this publishing agreement between IMRadio an Illinois corporationTM ("Broadcaster") and the party, individually and as an agent of a partnership/band, who is submitting Masters to Broadcaster ("Artist") in connection with this Agreement
1.2 "Effective Date" shall mean the date upon which Artist accepts this Agreement by submitting Masters to Broadcaster.
1.3 A "Master" shall mean an original recording of sounds stored on or by any medium or means now known or later discovered.
1.4 "Term" shall mean the effective period of this Agreement commencing on the Effective Date and continuing thereafter for a period of thirty (30) days.
1.5 "Work(s)" shall mean those Artist's Master(s) submitted in connection with this Agreement and made a part hereof by this reference.
2. Acceptance By submitting Masters to Broadcaster via Broadcaster's online form or in any other format whatsoever, you, the Artist, agree to be bound by the terms and conditions contained in this Agreement.
3. License & Services Artist hereby grants Broadcaster a revocable, non-exclusive, worldwide, license according to the terms and conditions set forth herein to copy, distribute, publish and broadcast the Work(s) in electronic format, as a real-time, non-interactive subscription transmission of a sound recording where no reproduction of the sound recording or the musical work embodied therein is made, in any medium now existing or hereafter created (the "License"). Artist reserves the right to copy, distribute, make derivative works from and perform the Work publicly. Upon receipt of the Work(s) and acceptance of this Agreement, Broadcaster shall make the Work(s) available electronically using its proprietary streaming technology via its World Wide Web site located at www.IMRadio.com (the "Services"). Artist shall retain title to the Work during the Term, subject only to the License set forth in Section 3. Exclusive rights shall revert back to the Artist upon expiration or termination of this Agreement according to the terms and conditions set forth herein.
4.1 Broadcaster may terminate this Agreement at any time for any reason or no reason, upon notice to Artist. Artist may terminate this Agreement: (i) upon ten (10) days advance notice to Broadcaster; or (ii) immediately upon Broadcaster's material breach of this Agreement provided Broadcaster fails to cure such breach within thirty (30) days following notice thereof.
4.2 UPON TERMINATION OF THIS AGREEMENT OR SONG/VIDEO PLAY BY ARTIST, ARTIST, AND NOT BROADCASTER, SHALL BE SOLELY RESPONSIBLE FOR REMOVING ARTIST'S WORK(S) FROM BROADCASTER'S DATABASE BY REMOVING THE SAME FROM THEIR IMRADIO PROFILE.
4.3 Artist may CANCEL any Work at any time by clicking the appropriate link on their IMRadio profile. Once a Work is cancelled, it will continue to play until the end of the thirty (30) day play period.
5. Relationship of the Parties For all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. Artist is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort.
6.Representations & Warranties
6.1 ARTIST HEREBY REPRESENTS, INDIVIDUALLY AND AS AN AGENT OF A PARTNERSHIP/BAND, THAT ANY SUBMITTED MUSIC AND/OR VIDEOS ARE ORIGINALS AND OWNED, WRITTEN, PERFORMED BY THE ARTIST WITHOUT USING ANY COVERS OR SAMPLES.
Artist hereby represents and warrants that: (i) no part of
this Agreement is or will be inconsistent with any obligation Artist
may have to others; (ii) Artist has the full right to allow it to
provide the assignments and rights provided for herein; and (iii)
that the Work(s) will not infringe on any royalty, copyright,
trademark, service mark, trade name, patent, trade secret or other
intellectual property or proprietary right or right of publicity or
privacy of, or libel, slander, defame or disparage, any third party
("Third Party Claims"). Artist agrees any and all works
submitted will have music composed by and/or controlled by the
artist. Any other royalties that are at the time of the signing of
this agreement are in existence or come into existence, that obligate
IMRadio to make some type of royalty or monetary payment, shall be
paid by the artist. If the artist does not pay immediately, they are
subject to paragraph 7.
6.3 Broadcaster hereby represents and warrants that with respect to the Services provided pursuant to this Agreement: (i) that none of the Services nor any part of this Agreement is or will be inconsistent with any obligation Broadcaster may have to others; (ii) Broadcaster will not engage in any conduct which will create risk of liability for Artist with respect to any Third Party Claims or cause Artist to become a party to any action or proceeding involving Third Party Claims.
the case of any submitted video, artist hereby confirms that
synchronization rights have been granted and he will provide
documentation, if required. This paragraph will be subject to
7. Limitation of Liability The Artist shall indemnify and hold IMRadio harmless from and against any and all liabilities, claims, costs, assessments, fees or expenses of any kind, including without limitation defense costs and attorneys' fees arising from or related in any way to all Third Party Claims caused by the Artist. Including specific references to any publishing and/or production claims from individuals or collection companies, such as ASCAP and BMI, and/or performance rights organizations. In the event IMRadio is responsible or requested to make payments relative to royalties, THE ARTIST SPECIFICALLY AGREES TO AND HEREBY DOES RELEASE BROADCASTER FROM ANY CLAIMS FOR ROYALTIES ARISING FROM BROADCASTER'S ELECTRONIC STREAMING OF THE WORKS.
8.1 Governing Law and Venue. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Illinois, without regard to the conflicts of laws principals thereof. The parties agree to submit to jurisdiction and venue in the U.S. District Courts in the State of Illinois. The parties hereby irrevocably consent to service of process in connection with any controversy by the mailing thereof by registered mail or certified mail, return receipt requested, postage prepaid to the respective parties at their respective addresses set forth in or designated pursuant to this Agreement. Any award made by a Court in conjunction with litigation between the parties regarding this Agreement shall include an award of all reasonable attorneys' fees and legal costs incurred by the party in whose favor the final decision is rendered. In the event of any potential or actual litigation comes to light relative to one of the parties, that party will have an immediate obligation to notify the other party who may participate individually or through their representative in any negotiation or litigation.
8.2 Assignment. Neither party may transfer or assign its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the above, the Broadcaster has the right to sell or otherwise dispose of IMRadio.
8.3 No Waiver No waiver of any term or condition of this Agreement shall be valid or binding on a party unless the same shall have been set forth in a written document, specifically referring to this Agreement and duly signed by the waiving party. The failure of a party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by one or both of the other parties of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of a party to enforce each and every such provision thereafter.
8.4 Severability. If any provision in this Agreement shall be found or be held by a court of competent jurisdiction to be invalid or unenforceable, then the meaning of such provision shall be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect unless the severed provision is essential and material to the rights or benefits received by any party. In such event, the parties shall use best efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement which most nearly effects the parties' intent in entering into this Agreement.
8.5 Force Majeure. Broadcaster shall not be liable for failure to fulfill its obligations under this Agreement due to any causes beyond its reasonable control.
8.6 Notice Any notice required or permitted to be given under this Agreement shall be delivered by hand, by registered or certified mail, postage prepaid, return receipt requested to the address of the other party first set forth during registration on Broadcaster's Web site, or to such other address as a party may designate by written notice in accordance with this Section 8.6 or by overnight courier. Notice so given shall be deemed effective when received, or if not received by fault of addressee, when delivered.
8.7 Entire Agreement This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements relating thereto, written or oral, between the parties. Broadcaster may make changes to the Terms of this Agreement from time to time. When these changes are made, Broadcaster will make a new copy of the Terms available at http://imradio.com/main_index.php?f=artist_terms and any new Additional Terms will be made available to you from within, or through, the affected Services.
8.8 No Third-Party Beneficiaries Except as expressly provided herein, this Agreement is made and entered into for the sole protection and benefit of the parties hereto. Nothing herein express or implied, is intended to or shall be construed to confer upon or give to any person, firm, corporation or legal entity, other than the parties and their Affiliates any interests, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
8.9 Counterparts This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement.
8.10 Good Faith The parties agree to deal fairly with each other and act in good faith.
8.11 Acceptance The parties voluntarily indicated their respective acceptance and agreement. Thus, they have willingly executed and delivered this Agreement as of the date first above written, by clicking on the box entitled, I agree to IMRadio Terms and Conditions and then by clicking on Register.