Terms of Service
1. Introduction:
Thank you for choosing FameTent (“FameTent”, “we”, “us”, “our”). By signing up to or otherwise
using the FameTent platform, app, service, websites, and software applications (together, the
“FameTent Service” or “Service”), you are entering into a binding contract with FameTent.
Your agreement with us includes these Terms of Use (“Terms of Use”), our Privacy Policy,
and relevant supplemental terms (“Supplemental Terms”) that apply to your interaction with
each specific Service (collectively the “Agreements”). Please read these documents
carefully. You acknowledge that you have read, understood, and accepted these
Agreements and agree to be bound by them. If you don’t agree with (or cannot comply with)
the Agreements that apply to the services with which you interact, then don’t access or use
the FameTent Service.
In order to access and use the FameTent Service, you need to be at least 16 years old and
have the power to enter a binding contract with us and not be prevented from doing so
under any law. If you are under 16, you must be able to provide proof of your guardian’s
consent. You also promise that the information you submit to us is true, accurate and
complete, and you agree to keep it that way at all times.
If you open an account on behalf of a company, organization, or other entity, then (a) “you”
includes you and that entity, and (b) you represent and warrant that you are authorized to
grant all permissions and licenses provided in the Agreements and bind the entity to the
Agreements, and that you agree to the Agreements on the entity’s behalf.
2. Definitions:
“Recordings” shall mean any and all audio/Video recordings that you submit to FameTent by
uploading through the Services.
“Stores” shall mean any and all, now known or future, digital Internet consumer stores (such
as Spotify, Deezer, iTunes, and Amazon, etc.), and/or any other digital retailers of music
which FameTent has, from time to time, entered into an agreement with.
“Metadata” shall mean the music metadata, the information embedded in an audio file that is
used to identify the content. This includes, but is not limited to, track title, band or artist
name, type of music, label, and the year the track was released.
“Territory” shall mean the world or specified applicable territory.
3. Grant of rights:
You grant us the right to sell and make use of your recordings for digital downloads,
interactive and non-interactive streaming, cloud services, and streaming-on-demand
services. This grant of rights does not, however, constitute a transfer of ownership.
By using our Services, you grant us, during the Term and throughout the Territory, and by
downloading and using our website/apps, you gave us exclusively as follows:
The exclusive right to make your Recordings available on the Internet and without limitation,
on all Stores and any other similar digital media for sale by downloading, interactive and
non-interactive streaming, cloud services and streaming-on-demand or now known or
hereinafter devised, similar means of making use of the Recordings.
The right to sell, make sales promotion clips of, copy and otherwise, to the extent necessary
under this Agreement, make use of and alter the Recordings and Metadata, by all means,
and media, of which you submit to FameTent, through any and all Stores now available and
operational and also the right to sublicense or otherwise transfer such rights to the Stores.
The non-exclusive right to use your name(s), photographs, likenesses, cover artwork,
biographical and other information attributable to you, which you have submitted to FameTent.
The right for FameTent to sublicense or otherwise transfers the above rights to any and all
Stores.
The above does not constitute a transfer of ownership to any of the material you have
uploaded or submitted to FameTent.
Any and all rights granted to us above are granted on a royalty license basis. This includes
the use of any lyrics of the Recordings if you have submitted any.
4. Your FameTent Account:
In order to access certain features of the Service, you must create and/or sign in to a user
account (“FameTent Account”) of your own. Creating an account is completely free. Use of
another’s account is not permitted. When creating your account, you must provide accurate
and complete information.
You are solely responsible for the activity that occurs in your FameTent Account. You are also
responsible for maintaining the security of your account password, as well as the passwords
of any third-party services that you may have elected to link to your account.
Please review our fully transparent Privacy Policy for information regarding security,
confidentiality, and what we do with the data you provide us.
We will always make a reasonable effort in ensuring that our Services are available. Should
the Services be interrupted in any way, we will make a reasonable effort to correct the
interruptions without delay. We are, however, not liable for any errors, delays or
interruptions that might occur.
5. Your Music, Materials, and Information:
When you upload your Recordings through our Services, you are asked to submit cover
artwork for use in the Stores. You submit the Recordings, cover artwork, and any other
information and material at your own expense and in formats required for use in the Stores.
You are fully responsible for everything you submit to us. If we find it unsuitable, we reserve
the right to, in our sole discretion, remove the information and/or prevent you from using our
Services and/or any or all Stores.
6. Terms of Upload:
When uploading your song/s or videos make sure they met our specifications, Audio files
must be 16-bit, 44.1 kHz MP3 files of good quality.
The artwork/Cover/jacket must have these specifications,
TIF or JPG format
Square (width and height must be the same)
Minimum Size: 3000 by 3000 pixels
Maximum Size: 5000 by 5000 pixels
300 DPI in RGB format
Any song uploaded without design artwork, (song titles and artiste name) will not be
approved
No Social media logos or handles
No Brand logos
Any text except for artist names and/or the name of the release will be rejected.
Any song uploaded on FameTent and was approved cannot be taken down within six months
of upload. We urge you to read our terms of use before uploading songs and videos on
FameTent. If the artist chooses to take his or her songs/Videos down immediately, a fee of
$26 is charged in order for a takedown to proceed.
7. Payment and Fees:
FameTent shall pay to you or Company:
Distribution. Seventy percent (70%) of all gross receipts actually received by FameTent from
its Licensees deriving from sales of the Recordings to end consumers, and from any monies
recovered,
Collections. Seventy percent (70%) of FameTent’s receipts solely with respect to collections
described in paragraph 1(b) above.
Synchronization Licenses. Seventy percent (70%) with respect to synchronization licenses
pursuant to paragraph 1(c) above.
(d) Special Products and Other Promotional Uses. Forty percent (40%) of gross receipts
received by FameTent from Licensees in the form of end-consumer redemptions of the
Recordings under programs conducted by other companies to whom FameTent licenses the
Recordings to both promote the Recordings and help sell and/or promote such companies’
products or brands, including, for instance, customer acquisition and retention programs,
gift-with-purchase and purchase-with-purchase programs, etc.
(e) Compilation Albums. Thirty percent (30%) with respect to compilation album licenses
pursuant.
FameTent updates the account quarterly, four times a year, 24th of February, 24th of May,
24th of August, and 24th of November.
Accounts are automatically updated, according to the details of sales directly from digital
stores.
You can withdraw your fund anytime, as long as you have at less $100 in your account.
Withdraw can only be approved if an account is verified.
8. FameTent Copyright.
When you upload your songs/videos on FameTent, FameTent will place copyright ownership on
your songs/Videos, on your behalf this does not mean you transferred ownership of your
songs/Video to FameTent, it simply means FameTent put a protective claim over it on your
behalf, you own your songs/Videos and materials 100%
9. Stores:
We have entered into agreements with different Stores for the purpose of Distributing,
Licensing, and Publishing. The agreements that FameTent enter with the Stores shall
determine the terms on which you’re Recordings are promoted or made available. FameTent
assumes no liability for any interruptions, delays, errors, or any suspensions of access,
neither in whole nor in part.
When you upload your Recordings through Our Service, we will send your Recording to all
territories worldwide.
10. Prohibited Use and Infringement and Reporting of Content:
You may not in any way use our Services for any unlawful purpose or for the following
reasons.
In any way that is or has the purpose of being unlawful or fraudulent.
For the purpose to harm or attempt to harm any other person in any way
You may not upload any Recordings or Materials which may.
Contain hateful, racist, or inflammatory material.
Promote sexually explicit or violent material.
Promote discrimination based on race, religion, nationality, disability, or sexual orientation.
Promote, advocate or assist in any illegal activity.
Threaten, harass, upset, or alarm any other person or invade their privacy.
Impersonate any person.
FameTent reserves the right to, in its sole discretion, determine if a Recording or if you have
breached the above or any other section of the Agreements. If we find that a breach has
been made, we take such and any action we deem appropriate. We might, but are not
limited to, temporarily or permanently remove your account and any Recordings or material
uploaded through our Services, without notifying you.
11. Third Party Applications
The FameTent Service may be integrated with third-party applications, websites, and services
(“Third Party Applications”) to make the Services available to you. These Third-Party
Applications may have their own terms and conditions and privacy policies and your use of
these Third-Party Applications will be governed by and subject to such terms and conditions
and privacy policies. You understand and agree that FameTent does not endorse and is not
responsible or liable for the behavior, features, or content of any Third-Party Application or
for any transaction you may enter into with the provider of any such Third-Party
Applications.
12. Your Use of the FameTent Service:
The FameTent Service may be used and accessed solely for lawful purposes. You agree to
abide by all applicable laws and regulations in connection with your use of the Service. You
agree and warrant that you will not use the FameTent Service to transmit, distribute, route,
provide connections to or store any material that infringes copyrighted works or otherwise
violates or promotes the violation of the intellectual property rights of any third party.
Your FameTent Account shall be used solely by you and may not be transferred or shared
with any third party. You acknowledge that you are exclusively responsible for all usage or
activity on your FameTent Account. You shall immediately notify FameTent of any breach of
security or unauthorized use of your FameTent account. Any fraudulent, abusive, or otherwise
illegal account activity shall constitute a basis to terminate your account. You agree to
indemnify FameTent against any liability and costs arising from such improper use of your
FameTent Account.
13. Your Liability and Warranties:
You agree and warrant that you will not distribute, transmit or store any files or material that
might infringe copyrighted works. You also agree that you will not promote violation of a third
party’s intellectual property rights. If you do, you acknowledge that FameTent may at any time,
and in its sole discretion, remove your Recordings, disable access to the Services without
notifying you,
You also agree that:
You are not under any disability, restriction or prohibition to enter into the Agreements and
grant the rights under the Agreements.
You are responsible for all the Recordings and other materials and information uploaded
through the Services.
You are the owner or legally represent the owner of the Recordings and the materials and
that you possess full power and authority to enter into and perform under the Agreements.
You have not entered into any agreement which may conflict with the Agreements.
You have obtained all applicable and relevant consents and rights from, but not limited to,
any owners, artists, musicians, producers, other persons, and companies involved in the
production of the Recordings.
You have, in the case of a cover version (a recording of a song/lyric for which you are not
the author or owner) obtained all relevant consents for such use, and be able to present this
consent to us.
The Recordings are original and do not contain any samples which have not been cleared or
else infringe upon the right of any person or third party.
You shall not commit any act which might damage the reputation of FameTent or might inhibit,
restrict or interfere with the exploitations of the Recordings.
If you’re not the artist/owner of the Recordings, you have a valid and presentable agreement
with the Artist that grants you all the rights to enter into this Agreement.
Moreover, you agree not to:
Distribute, alter or modify any part of or parts of the Service;
Circumvent any technology used by FameTent, its licensors, or any third party to protect the
Service or any content on the Service;
Sell, rent, sublicense or lease any part of the Service;
Provide your password to any other person or using any other person’s username and
password;
“Crawl” the Service or otherwise use any automated means (including bots, scrapers, and
spiders) to collect information from FameTent and its Services;
Include or introduce any malicious content such as malware, Trojan horses, spyware,
cancelbots, or other viruses and malicious codes.
You also agree that you will comply with all of the other provisions of the Agreements, at all
times during your use of the Service.
You agree that FameTent may terminate your FameTent Account if you violate the Agreements
or, if FameTent believes, in FameTent’s good-faith discretion that you are infringing the
intellectual property rights of third parties and/or engaging in otherwise fraudulent activity.
Moreover, you agree and warrant that you shall not, in any way, conduct in any forced
activity or systematic listening and that if you do so, it may result in FameTent deleting and
blocking your FameTent Account and removing any or all uploaded Recordings, without
notifying you.
You agree that you are solely responsible for (and that FameTent has no responsibility to you
or to any third party for) any breach of your obligations under the Agreements and for the
consequences (including any loss or damage which FameTent may suffer) of any such
breach.
You acknowledge again that FameTent may at any time, and in its sole discretion, remove
your Recordings, disable access to the Services without notifying you.
14. Infringement and Reporting of Content:
FameTent respects the rights of intellectual property owners. If you believe that any content on
the Service infringes your intellectual property rights or other rights, please contact customer
support. If FameTent is notified by a copyright holder that any Content infringes a copyright,
FameTent may in its sole discretion take actions without prior notification to the provider of that
content. If the provider believes that the content is not infringing, the provider may submit a
counter-notification to FameTent with a request to restore the removed content.
If you believe that any content infringes any other intellectual property rights or does not
comply with these Terms of Use, please contact Customer Support.
15. Our Rights:
We reserve the right to amend, discontinue or terminate our Services under this Agreement,
at any time.
We reserve the right to reject or remove any Recordings or Materials from the Stores and
our Services that you have uploaded through the Services. We also reserve the right to
terminate your access to the Stores or Services without notice.
16. Our Intellectual Property:
The FameTent Service, including but not limited to, all related technology, data, tools, and
design is the property of FameTent and its subsidiaries or its licensors. We grant you a limited,
non-exclusive, revocable license to make use of the FameTent Service.
The FameTent trademarks, service marks, trade names, logos, domain names, and any other
features of the FameTent brand are the sole property of FameTent and its subsidiaries. The
Agreements do not grant you any rights to use any Brand Features whether for commercial
or non-commercial use.
We value hearing from our users and are always interested in learning about ways we can
improve the Service. If you choose to submit comments, ideas, or feedback (“Feedback”),
you agree that we are free to use them without any restriction or compensation to you.
17. Service Limitations and Modifications:
FameTent will make reasonable efforts to keep the FameTent Service operational. However,
certain technical difficulties or maintenance may, from time to time, result in temporary
interruptions. FameTent reserves the right, periodically and at any time, to modify or
discontinue, temporarily or permanently, functions and features of the FameTent Service, with
or without notice, all without liability to you, except where prohibited by law, for any
interruption, modification, or discontinuation of the FameTent Service or any function or
feature thereof.
18. Term and Termination:
The terms of this Agreement shall commence and continue (the “Term”) unless terminated
by either Party under the Agreements.
You may at any time terminate and cancel the FameTent Services by contacting Customer
Support.
FameTent may terminate the Agreements or suspend your access to the FameTent Service at
any time for any and no reason, including in the event of your actual or suspected
unauthorized use of the FameTent Service and/or any content, or non-compliance with the
Agreements. You may terminate your FameTent Account at any time by submitting a
termination request to Customer Support. Bear in mind, when you submit a request for
termination, from the date you submit this request, it will take us one year (365 days), to
completely remove all your materials we have submitted to the online stores, or the artist will
pay the sum of $100 dollars in order to have his songs remove within seven days (7 Days)
Any sections of the Agreements that, either explicitly or by their nature, must remain in effect
even after termination of the Agreements, shall survive termination.
19. Warranty and Disclaimer:
WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU
UNDERSTAND AND AGREE THAT THE FAMETENT SERVICE IS PROVIDED “AS IS” AND
“AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF
ANY KIND. YOU USE THE FAMETENT SERVICE AT YOUR OWN RISK. TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, FAMETENT MAKES NO
REPRESENTATIONS AND DISCLAIMS ANY WARRANTIES OR CONDITIONS OF
SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRINGEMENT.
20. Limitation of Liability:
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU’RE
SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH
THE FAMETENT SERVICE IS TO UNINSTALL ANY FAMETENT SOFTWARE AND TO STOP
USING THE FAMETENT SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL FAMETENT, ITS
OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES,
AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR
(1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS
(WHETHER DIRECT OR INDIRECT), IN ALL CASES, ARISING OUT OF THE USE OR
INABILITY TO USE THE FAMETENT SERVICE, REGARDLESS OF LEGAL THEORY,
WITHOUT REGARD TO WHETHER FAMETENT HAS BEEN WARNED OF THE
POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS
ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING
TO THE FAMETENT SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY
APPLICATION CONTENT MORE THAN $1,000 (one-thousand USD), TO THE EXTENT
PERMISSIBLE BY APPLICABLE LAW.
YOU SHALL INDEMNIFY AND HOLD HARMLESS FAMETENT, ITS SUBSIDIARIES AND
AFFILIATES (INCLUDING ANY DIRECTORS, MEMBERS, EMPLOYEES, MEMBERS, AND
OTHER REPRESENTATIVES) AND THE STORES FROM AND AGAINST ANY AND ALL
CLAIMS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES INCLUDING,
WITHOUT LIMITATION, LEGAL EXPENSES AND COUNSEL FEES, ARISING OUT OF
ANY BREACH OR ALLEGED BREACH BY YOU OF THE ABOVE WARRANTIES AND
REPRESENTATIONS AND/OR USE OF THE RECORDINGS OR MATERIALS AS
PERMITTED HEREUNDER.
21. Entire Agreement:
Other than as stated in this section or as explicitly agreed upon in writing between you and
FameTent, the Agreements constitute all the terms and conditions agreed upon between you
and FameTent and supersede any prior agreements in relation to the subject matter of these
Agreements, whether written or oral.
22. Severability and Waiver:
Unless as otherwise stated in the Agreements, should any provision of the Agreements be
held invalid or unenforceable for any reason or to any extent, such invalidity or
unenforceability shall not in any manner affect or render invalid or unenforceable the
remaining provisions of the Agreements, and the application of that provision shall be
enforced to the extent permitted by law. Any failure by FameTent to enforce the Agreements
or any provision thereof shall not waive FameTent’s or the applicable third-party beneficiary’s
right to do so.
23. Assignment:
FameTent may assign the Agreements or any part of them, and FameTent may delegate any of
its obligations under the Agreements. You may not assign the Agreements or any part of
them, nor transfer or sub-license your rights under the Agreements, to any third party.
24. Indemnification:
To the fullest extent permitted by applicable law, you agree to indemnify and hold FameTent
harmless from and against all damages, losses, and expenses of any kind (including
reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2)
any content submitted by you to the Service; (3) any activity in which you engage on or
through the FameTent Service; and (4) your violation of any law or the rights of a third party.
25. Force Majeure:
FameTent takes no liability or responsibility for failures in providing any of our Services if they
are caused by an event outside FameTent’s control. Force Majeure means an event beyond
our control that prevents us from complying with any obligations under this Agreement.
These events include, but are not limited to, fires, earthquakes, tidal waves, floods, war,
hostilities, invasion, embargo, revolution, civil war, riot, strikes, lockouts, acts or threats of
terrorism, commotion, and failures of public or private telecommunication networks, third
party force majeure and an epidemic.
Should an event of Force Majeure occur, FameTent will notify you as soon as reasonable and
give an estimate when due fulfillment can be expected. You may cancel your Services with
us if your Service is affected by Force Majeure and if it has continued for more than 90 days.
26. Jurisdiction and Dispute Venue:
The Agreements and our Services shall be governed by the laws of Nigeria and any dispute
regarding this Agreement shall be submitted to the exclusive jurisdiction of the district court
of Warsaw, Nigeria.
27. Changes to the Agreement:
Occasionally we may, in our discretion, make changes to the Agreements. When we make
material changes to the Agreements, we’ll provide you with prominent notice as appropriate
under the circumstances, e.g., by displaying a prominent notice within the Service or by
sending you an email. In some cases, we will notify you in advance, and your continued use
of the Service after the changes have been made will constitute your acceptance of the
changes. Please, therefore, make sure you read any such notice carefully.
28. Contact Us:
If you have any questions concerning the FameTent Service or the Agreements, please
contact our Customer Support. office@fametent.com, office@fametent.com
Publishing and Licensing Agreement
1. THE BASIS ON WHICH YOU ARE SIGNED
This Agreement is an exclusive Licensing and Publishing administration agreement by
which you exclusively grant to us the copyright in all songs (including music, lyrics,
arrangements, and titles) written by you and whose titles are specified in the schedule
annexed. These are called the Songs.
2. HOW LONG YOU ARE SIGNED FOR
This Agreement shall run for a period of 60 months from the date of signature hereof and
shall continue thereafter unless terminated by either party on 6 months written notice. This is
called the Term of the Agreement.
3. HOW LONG WE CONTROL THE SONGS FOR
3.1 We shall exclusively own and administer the worldwide copyright of your Songs for the
duration of the Term but if we procure a cover or a synchronization license of your Songs or
any of them then the Term shall be extended in respect of those Songs only for a further
period of 3 years. The Term and this period of extension is called the Rights Period.
3.2 So you assign to us for the Rights Period all of your copyright and or similar rights, title,
and interest in the Songs.
4. WHAT YOU WILL DO FOR US
4.1 If during the Term you would like us to administer additional songs which are not
specified in the schedule then we will do so on the same terms and conditions as contained
herein provided that you comply with clause 4.2 below.
4.2 You shall give us full copyright information relating to each Song. You shall give us full
contact details for each writer that you collaborate with (if he/she is not already signed to
us). You will within 48 hours of writing each Song provide us with a copy in a demo form
(MP3 or CD format or otherwise as we may agree) with (if requested) legible lyric sheets,
together with an instrumental version.
4.3 Should any further documentation be required to confirm the assignment and grant of
rights in this Agreement (for example signature of registrations), you will sign any such
documentation.
5. WHAT WE PAY YOU
We shall pay a royalty as follows: An amount equal to Sixty percent (60%) of our Net
Receipts as that expression is defined below. But in the case of any Cover of a Song, this
shall be sixty percent (60%) of Net Receipts and in the case of PRS income (where the so-
called Writer’s Share is paid directly to you), we shall pay you forty percent (40%) of the so-
called “Publisher’s Share” received by us (or twenty (20%) percent in the case of a Cover).
For these purposes: - “Cover” shall mean:
Any song recorded by an artist other than yourself which recording has been procured by us
and/or our licensees and/or sub-publishers.
Any Song licensed for use in a film, TV program or commercial which has resulted from our
efforts and/or those of our licensees and/or sub-publishers. "Net Receipts” shall mean all
sums received by us in the UK resulting from the exploitation of the Songs that is to say
after:
Standard commissions actually retained by performing rights societies and/or mechanical
rights collection agencies or other collection agencies;
VAT or any other taxes required to be deducted in any part of the World, “the Territory”;
Any amounts paid by way of remuneration to arrangers’ adaptors and translators;
Any amounts retained by our sub-publishers sub-licensees and/or administrators (which
shall not exceed twenty-five (25%) percent of the monies arising “at source” in the relevant
territory).
6. WHEN WE WILL PAY YOU AND YOUR RIGHTS TO INSPECT OUR BOOKS
6.1 We shall send you royalty statements no less frequently than on a semiannual basis
within ninety (90) days after each such semi-annual accounting period. If any royalties are
shown to be due.
6.2 Once in each calendar year, and subject to the prior appointment on reasonable notice,
your representative (an independent qualified accountant) may audit (at your expense) our
books and records to verify the accuracy of the statements submitted to you. Such
representatives shall not conduct such audits on a contingency basis. Each statement shall
be deemed agreed and binding if you have not challenged it within one (1) year from when it
was rendered.
6.3 The documents made available for audit contain confidential commercial information and
neither you nor your representatives will disclose or use on behalf of any third party any
facts or information obtained as a result of any such inspection. You shall provide us with a
full copy of any draft and/or final report and you and your representatives shall discuss such
report with us with a view to correcting any errors or questions arising therefrom.
7. WHAT WE SHALL DO FOR YOU
7.1 We shall do our best to exploit your songs.
7.2 We shall exploit each Song by either granting licenses for commercial recordings of the
Song or by granting a license for the use of the Song in a commercial or for a cinema or
television film or by bona fide broadcasting transmitting or otherwise communicating the
Songs to members of the public (including via terrestrial/satellite/internet radio).
7.3 If we have not in relation to any Song done any of these things within two (2) years after
the end of the Term of this Agreement then our rights in respect of such Song shall revert to
you (subject only to any rights vested in third parties) upon receipt of a written request for
reversion. Notwithstanding the foregoing, if we have made any recoupable payments to you
and your account shall remain unrecouped at the end of the above mentioned two (2) year
period, then we shall have a further period of an additional three (3) years within which to
achieve some form of commercial exploitation before any such unexploited Songs shall
revert to you.
7.4 We shall cause the Songs to be registered with the appropriate copyright collection
societies.
8. YOUR PROMISES TO US:
You promise:
8.1 You are free to enter into this Agreement and own all the rights in and to the Songs.
8.2 The Songs are original and do not infringe the rights of any third party.
8.3 To indemnify us against all loss and damage (including legal fees and costs) arising out
of any claim by a third party which is inconsistent with any promise made by your
Agreement and you shall agree to reimburse us on demand for any payment made by us
with respect to any liability or claim to which the foregoing indemnity applies.
8.4 You shall waive all moral rights and shall not enforce or exercise your moral rights in the
Songs so as to restrict or restrain us or any person claiming through us from exploiting the
Songs PROVIDED THAT your right to be properly credited as the author of the Songs shall
be respected and we shall not authorize knowingly any derogatory adaption of a Song.
8.5 If a claim is presented against us which is inconsistent with the warranties you have
given us and if we in our sole discretion consider ourselves to be placed in jeopardy then we
shall notify you of such claim. Until such claim has been finally adjudicated or settled, we
shall have the right to withhold any and all monies becoming due and payable to you
hereunder. Royalties that would otherwise be due to be paid to you shall be deposited in an
interest-bearing bank account. Upon the final adjudication or settlement of such claim, we
shall disburse all funds (fewer costs and damages) in accordance with the terms of any
settlement, judgment, or other disposition thereof
8.6 Your songwriting services are unique and of a personal nature. The loss of your services
may not be adequately compensated by damages and so, we will be entitled to injunctive
relief against you for failure to provide such services exclusively to us or for other breaches
by you.
8.7 We shall be entitled to take legal proceedings in your name to protect our rights under
this Agreement.
9. CREATIVE ISSUES
We shall use reasonable commercial endeavors to consult with you on all creative issues to
do with the Songs. You shall have a right of consultation over the use of your Songs in
commercials and advertisements (but excluding commercials or advertisements for records
featuring or promoting your Songs), and over the making of any material changes to the
original language lyric or musical content of your Songs.
10. PRS OR EQUIVALENT
10.1 If you are a member of the PRS, then this Agreement shall constitute your certificate
for the purpose of rule 1(o) of the PRS, entitling PRS to treat us as “Publishers exploiting the
Songs for the benefit of the Writer”. The so-called “Writer’s Share” of all performing right
fees shall be six twelfths (6/12) of all such monies collected by the PRS following the
deduction of the latter’s collection fees. Such a share shall be paid to you directly by the
PRS. The Publishers shall not be under any obligation to collect payor account to you for
such “Writer’s Share” of performing right fees. “Publisher’s Share” shall mean the original
combined publisher’s share and sub-publishers share of performing fees customarily paid by
performing right societies to publishers but not less than six-twelfths (6/12) of gross
performing fees.
10.2 You shall notify us immediately if you are a member of any performing or copyright
collection society that is not based in the UK.
11. EFFECT OF BREACH
11.1 If we shall materially fail to perform any material obligation and such failure continues
for a period of forty-five (45) days after receipt by us of notice in writing from you specifying
such default you can terminate the Term of this Agreement by written notice.
11.2 If you shall materially default in the performance of any of the material obligation and
such default shall continue for a period of forty-five (45) days after receipt by you of notice in
writing from us alleging such default we shall be entitled to forthwith terminate the Term of
this
Agreement by written notice.
11.3 Any termination of the Term shall be without prejudice to our already acquired rights
hereunder. In the event of any termination under subclause
11.2 then any and all recoupable payments made to you hereunder shall to the extent not
recouped by us as at the date of such termination be forthwith repayable by you to us.
11.4 Notwithstanding the foregoing if you fail or refuse to fulfill material obligations
hereunder or commit a breach of any of the material terms and/or conditions hereof we may
without prejudice to our other rights suspend our obligations to you for the duration of such
failure or refusal and the Term of this Agreement shall thereafter be deemed automatically
extended for a period equal to all or any part of the period of such default or breach
PROVIDED THAT no such suspension or extension for any one default shall exceed two (2)
years.
12. JURISDICTION AND INTERPRETATION
This Agreement shall be governed by Nigerian law.