Date: June 1, 2017
You have been engaged to provide derivative works ("Tracks") of various master recordings ("Original Works") embodying the performance of various artists (“Artists”), which are to be to be released on Crooklyn’s website Crooklynclan.net (the “Site”) in one or more of the services ("Services") available. As consideration for Editors services in connection with the Tracks, provided Editor satisfies the Quota (as defined below), Editor shall receive a royalty as outlined and set forth in the “Finances” section of the Site (“Commission”).
Editor will provide audio or video Tracks to one or more of the Services available on the Site for a trial period of Ninety (90) days. Each Track an Editor uploads to the Site must be new and original and must be identified properly using the uploader provided on the Site. Each Track successfully uploaded by an Editor will count as One (1) Track toward the Editors' monthly quota (“Quota”) required for the specific Service the Editor is contributing to on the Site.
Editor hereby acknowledges:
1. Editor shall be responsible for all costs incurred in connection with the Tracks, including but not limited to recording and mastering costs (if applicable).
2. The Commission shall be deemed full and complete payment to Editor for all of Editor’s services with respect to the Tracks and the grants of rights herein. No additional compensation will be due to Editor as a result of the use or exploitation of the Tracks.
4. Crooklyn is not a signatory to the AF of M or AFTRA or any other union. If any such union payments are due, Crooklyn will deduct such payments from the balance of any fees payable to Editor.
5. Crooklyn cannot guarantee that the Site will provide regular data backups of any Editor data stored or uploaded on it. It is Editor’s responsibility to back up onto Editor’s own local system all Editor data and files, including but not limited to all data, files and records that Editor submits to Crooklyn.
Editor represents and warrants to Crooklyn that:
Editor will list all original works embodied within each Track successfully uploaded to the Site (i.e. any and all owners of original master recordings and their underlying compositions as embodied in any Track).
1. The results and proceeds of all of Editor’s services to be rendered or which have been rendered by Editor and in connection with the Track, including “outtakes” thereof, shall be deemed a “work made for hire” (as defined under the United States Copyright Act and for the purpose of all other copyright laws throughout the world) created for Crooklyn. If, for any reason, said Track, or any portion thereof, shall be adjudged not to be a “work made for hire”, then Editor hereby irrevocably assigns all rights of ownership in such Track, including without limitation, all copyrights and all renewals and extensions thereof throughout the universe, to Crooklyn.
2. Crooklyn, and its licensees, successors and assigns shall have the sole and exclusive right in perpetuity and throughout the universe: (a) to manufacture, advertise, sell, license or otherwise dispose of the Track and derivatives derived therefrom in any manner or media whatsoever upon such terms, and under such trademarks, as Crooklyn may elect, or, in our sole discretion, to refrain therefrom; (b) to perform the Track publicly and to permit the public performance thereof by any method now or hereafter known; and (c) to include Editor’s name, likeness and biographical material on packaging and label copy material (if any).
4. Editor’s contributions to the Track are new and original; (b) Editor has the full right, power and authority to enter into this Agreement and furnish services hereunder; (c) no third party consents are required with respect hereto; (d) Editor is not under any contract that might derogate in any way from the rights to be acquired by Crooklyn hereunder and/or from the enjoyment of such rights by Crooklyn; and (e) Editor waives any so-called “moral rights” to the extent permitted by law.
5. Editor will at all times indemnify and hold Crooklyn and Crooklyn’s licensees, successors and assigns harmless from and against any and all claims, damages, liabilities, costs, and expenses (collectively “Costs”), including reasonable counsel fees, arising out of any breach or alleged breach by Editor of any representation or warranty contained in this Agreement Notwithstanding the foregoing, the foregoing indemnity will be applicable to any claim relating to copyright infringement whether or not such claim has been reduced to final adverse judgment or settled with written consent.
Crooklyn will provide the following to Editor:
(i) Basic support through the Site and (ii) Crooklyn will use commercially reasonable efforts to make the Site and all systems of Crooklyn and Crooklyn’s third-party suppliers that are used in the provision of the Services, reasonably available with minimal downtime; except for (a) downtime and scheduled upgrades (if applicable); and (b) unavailability caused by circumstances beyond Crooklyn’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or the unavailability of any third-party provided goods or services.
Crooklyn shall provide Editor with statements for Commission payable to Editor every Thirty (30) days. Crooklyn shall pay Editor pursuant to such statement, within Ten (10) days from the billing date.
All accountings rendered hereunder shall be binding upon Editor and not subject to any objection by Editor for any reason unless specific written objection, stating the basis thereof, is furnished to Crooklyn not later than the date that is two and one-half (2.5) years after the applicable accounting statement is rendered to Editor hereunder. Crooklyn shall be deemed conclusively to have sent Editor that statement on the date prescribed unless Editor notifies Crooklyn otherwise, with respect to any particular statement, within ninety (90) days after such statement is due as provided in the foregoing paragraph above. Editor shall be foreclosed from maintaining any action, claim or proceeding against Crooklyn with respect to any statement or accounting due hereunder unless commenced against Crooklyn in a court of competent jurisdiction not later than the date that is six (6) months after the end of the foregoing two and one-half (2.5) year objection period.
Editor shall have the right to appoint a certified public accountant, who is not then currently engaged in an outstanding audit of Crooklyn, to examine and take copies of Crooklyn’s books and records solely relating to the Commission, provided that such examination shall take place at Crooklyn’s offices during normal business hours, on reasonable written notice, not more frequently than once per statement or once in any calendar year and at Editor’s sole cost and expense. Editor shall furnish Crooklyn with a copy of Editor’s accountant's audit report within thirty (30) days after the completion of the applicable audit. The rights granted herein to Editor constitute Editor’s sole right to examine Crooklyn’s books and records.
YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND RELATED SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, MATERIALS AND RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. CROOKYLN MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE WEBSITE OR ANY MATERIALS 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, CROOKLYN MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. CROOKLYN WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON THE WEBSITE. 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 WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SUCH OPINION, ADVICE, INFORMATION OR OTHER CONTENT. UNDER NO CIRCUMSTANCE WILL CROOKLYN BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE WEBSITE, OTHER THAN AS REQUIRED UNDER APPLICABLE CONSUMER-PROTECTION LAW. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THEREFORE, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU AND NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS EXCLUDING OR LIMITING ANY LIABILITY BEYOND WHAT IS PERMITTED UNDER APPLICABLE LAW.
This Agreement sets forth the entire understanding between the parties with respect to the subject matter hereof, and no amendment to or modification, waiver, termination or discharge of this Agreement or any provision hereof shall be binding upon either party unless confirmed by a written instrument signed by both parties hereto. This Agreement shall be governed by and construed under the laws of the State of New York applicable to agreements to be performed wholly therein. If any part of this Agreement shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by any other legally constituted body having the jurisdiction to make such determination, the remainder of this Agreement shall remain in full force and effect.
It is understood that the foregoing shall inure to the benefit of Crooklyn and Crooklyn’s successors, designees, assigns and licenses; that Crooklyn’s rights with respect to the Remixed Master may be freely assigned and licensed; and that Crooklyn is acting in reliance upon this Agreement.
From time to time, we may change this agreement. When such modification is made, we will post a revised version of this agreement on the Website. Modifications will be effective when they are posted. We are not required to provide you with notification that any such modification has been made.