INTRODUCTION
Congratulations on wishing to enter the song challenge (the Challenge) being conducted by Split Sounds Pty Limited trading as Cover-In-A-Week (“CIAW”).
We are pleased now to have this opportunity to set out the terms upon which CIAW is willing to enter into an Option Agreement with you (jointly and severally “you” or the “Artist”).
What makes up this Option Agreement?
The Option Agreement comprises the following parts, which together constitute a single legally binding document (“Option Agreement”):
• Your registration information;
• The Option Terms and Conditions (“Option Terms and Conditions”);
• The licence annexed to the Option Terms and Conditions and marked Annexure A (“Licence”).
By clicking “I Agree” on the Site, you accept the terms of this Option Agreement, current as at the time you click “I Agree.” Those terms supersede any other agreement, whether verbal or written, by any person, agent, or representative of CIAW.
Acceptance binds you to the terms and conditions of the Option Agreement. If you do not accept those terms and conditions then do not upload your Cover Video or Master Recording to CIAW.
Unless otherwise stated, all capitalised terms in the Option Terms and Conditions below have the same meaning as they are given in the Licence.
THE OPTION TERMS AND CONDITIONS
1. INTERPRETATION
1.1 “Convention Country” means a country, which has signed, ratified any one of the following multilateral international agreements:
(a) Berne Convention for the Protection of Literary and Artistic Works;
(b) Universal Copyright Convention; or
(c) WIPO Copyright Treaty.
1.2 “Cover Recording” means any sound recording of a Composition embodying the performances by an artist other than the original recording artist.
1.3 “Cover Video” means a cinematograph film made by the Artist, the audio track of which primarily consists of the Artist’s performance of the Composition.
1.4 “Master Recording” means the Cover Recording by the Artist that is either embodied in the soundtrack of the Cover Video or an audio-only recording.
1.5 “Record Company Consent” means the form of approval set forth in Annexure B hereto.
1.6 “Sound-alike” means a sound recording of a performance by an artist where that artist imitates the style of the original recording artist’s performance of the applicable composition.
2. CHALLENGE
2.1 The Challenge involves skill, and chance plays no part in determining the outcome of the Challenge. The decision of CIAW in relation to all matters relating to the Challenge is final and no correspondence will be entered into with the Artist.
2.2 If requested to do so by CIAW, the Artist must:
(a) sign a copy of this Option;
(b) execute the Licence;
(c) execute a release and indemnity in the form prescribed by CIAW releasing and indemnifying CIAW and its representatives from all liability in connection with the Challenge and any liability in connection with:
(i) any claim that the Cover Video or Other Attributes (as defined in paragraph 3.1(b)) caused damage to a third party;
(ii) any breach of this Option; or
(iv) the breach of any third party rights, including without limitation any copyright or privacy laws.
(d) if the Artist or any member of the Artist is under 18 years of age, provide a copy of the Guardian’s Consent Form attached hereto as Annexure C signed by the guardian of the Artist or applicable member of the Artist.
3. ENTRY AND ELIGIBILITY
3.1 To be eligible to enter the Challenge, the Artist must:
(a) subject to paragraph (f), not have entered into any agreement with a third party for rendering the Artist’s recording services or performances in any manner inconsistent with this Option and is entirely free to enter into and to perform the Artist’s obligations under this Option Agreement (“Unencumbered Status”);
(b) have the right to exclusively license all rights in the Cover Video and Master Recording and have the use of their name, bibliographical details, image, actions, voice and likeness (“Other Attributes”) in order grant such rights to CIAW for the purposes specified in the Licence;
(c) ensure that the Artist’s legal guardian accepts and agrees to the Artist’s obligations under this Option on the terms set forth in Guardian’s Approval Form, if the Artist is under the age of 18 years at the time the Cover Video is created;
(d) be a citizen, national or resident of a Convention Country; and
(e) ensure the Master Recording is a unique and original arrangement and not a Sound-alike.
(f) if you are a party to a contract with another person, company or organisation (the “Record Company”), which owns or controls any rights, including copyright, in the Uploaded Material, you must arrange for the appropriate execution by the Record Company of the Record Company Consent in Annexure B.
3.2 If there is a change in the Artist’s Unencumbered Status that would prevent the Artist from executing the documents referred to in paragraph 2.2 at any time after the Artist enters the Challenge, the Artist must notify CIAW immediately. In such circumstances, CIAW reserves the right to disqualify the Artist and/or terminate the Option and/or take down the Cover Video in CIAW’s sole discretion.
3.3 To submit a valid entry to the Challenge, the Artist must first register their details on the CIAW Site located at www.coverinaweek.com (“CIAW Site”) in accordance with the instructions on the CIAW Site. Upon registration or log-in, the Artist may upload the Cover Video, and other materials, which may include without limitation text and audio in a format acceptable to YouTube, or Master Recording in stereo WAV format (44100 Hz sample rate, 16-bit sample format), (“Uploaded Material”) to the CIAW Site in accordance with the steps set out on the CIAW Site. If the Artist does not follow the steps set out above, the Artist’s entry will be invalid and may be removed by CIAW in its sole discretion.
4. TERRITORY AND TERM
4.1 The territory of this Option is the Universe (“Territory”).
4.2 The term of this Option (“Option Term”) will commence on the date of the Artist’s uploading of the Uploaded Material pursuant to paragraph 3.3. and will continue for sixty (60) days thereafter or the date CIAW exercises the Option, whichever is the earlier date.
5. GRANT OF RIGHTS
5.1 The Artist hereby grants to CIAW throughout the Territory and during the Option Term the non-exclusive right, and the right to authorise others, for the duration of copyright in the Uploaded Material to broadcast, re-broadcast, distribute to users of any digital website or platform including YouTube, transmit, and publicly perform the Uploaded Material whether by means of Internet, satellite, radio broadcast, wire or fibre, television broadcast, film, or other media (whether or not now known).
5.2 The Artist warrants to CIAW that the Artist will have no right, interest or claim in or over the Composition, which is reproduced in the Uploaded Material.
6. USE OF UPLOADED MATERIAL
6.1 The Artist acknowledges and agrees that the Uploaded Material may be accessed, viewed and listened to by users of the CIAW channel on YouTube or any other medium we choose.
6.2 Whilst CIAW aims to ensure users use the Uploaded Material in a manner which is authorised by CIAW, the Artist:
(a) acknowledges that CIAW is not able to prevent unauthorised use of the Uploaded Material; and
(b) releases CIAW and its representatives from all liability.
7. ARTIST’S OBLIGATIONS
7.1 During the Option Period the Artist must not use or Exploit or authorise others to use or Exploit the Cover Video and/or Master Recording.
7.2 If the Artist’s Cover Video is available on CIAW’s YouTube channel, then the Artist may copy and post the link to the Cover Video on such social media and websites as determined by the Artist, in order to promote the Artist’s performance on the Cover Video.
8. OPTION
8.1 In consideration of the payment to the Artist of one ($1), the receipt of which is hereby acknowledged, the Artist grants to CIAW the exclusive and irrevocable option to enter the Licence. Such option is exercisable by CIAW in writing at any time before the expiry of sixty (60) days of the date upon which the Artist uploads the Uploaded Material pursuant to paragraph 3.3.
9. EFFECT OF EXERCISE OF OPTION
9.1 If CIAW:
(a) exercises the option (but not otherwise) then:
(i) the Licence shall be deemed to be effective and the Licence shall constitute a valid and binding agreement effective as of the date of exercise of such option;
(ii) the Artist will, if so requested by CIAW, execute and deliver to CIAW additional copies of the Licence; or
(b) does not exercise the option, then:
(i) the Licence shall be void and of no further force or effect whatever;
(ii) CIAW shall be deemed not to have acquired any rights in or property other than the rights provided for in this Option.
10. TERMINATION OR EXPIRY OF THE OPTION PERIOD
10.1 CIAW may at any time in its sole discretion terminate this Option by giving written notice.
10.2 Upon expiry or termination of the Option Period other than in accordance with paragraph 10.1, CIAW may continue to reproduce the Cover Video on CIAW’s YouTube channel and otherwise Exploit the Cover Video and/or Master Recording until the Artist serves thirty (30) days prior written notice to CIAW to take down or procure the taking down of the Cover Video from the channel and cease or cause the cessation of all other Exploitation of the Cover Video and/or Master Recording.
11. NOTICES
11.1 All notices, statements, approvals or consents required under this Option (“notices”) are to be in writing addressed to the receiving party at the address specified below, or such other address as designated in writing in the manner described in this Clause.
11.2 Any and all notices must be delivered by email and confirmed by return receipt of email from the recipient, on date of receipt.
11.3 All notices for CIAW must be sent to legal@splitsounds.com.
11.4 All notices for the Artist must be sent to the person and email address specified in the registration information completed by the Artist.
11.5 A party may change its address for service of notices under this clause by giving written notification of the new address to the other party.
12. MISCELLANEOUS
12.1 The Artist warrants that he/she has read the terms of this Option and the Licence (attached) and is free to grant the rights contained therein. The Artist warrants that he/she will notify CIAW immediately if circumstances arise that may alter this position.
12.2 The Option Agreement, including the Licence (attached), contains the entire understanding of the parties hereto relating to the subject matter hereof and may only be varied in writing signed by both parties.
12.3 The laws of New South Wales, Australia shall govern this Agreement.
ANNEXURE A
LICENCE AGREEMENT
BETWEEN: THE PARTY DESCRIBED AS THE “ARTIST” ON THE REGISTRATION OR UPLOAD PAGE OF THE CIAW WEBSITE (“Licensor”);
AND: SPLIT SOUNDS PTY LIMITED (ABN 13621652533), dba COVERINAWEEK.COM, PO Box 1451, Bondi Junction, NSW 1355 Australia (“CIAW”).
INTRODUCTION
A. The Licensor owns or controls in the Territory the copyright to the Uploaded Material.
B. CIAW is in the business of promoting, distributing and Exploiting Cover Videos and/or Master Recordings by various artists.
C. The Licensor wishes to have its Cover Video and/or Master Recording Exploited by CIAW.
D. Upon CIAW’s exercise of its Option in respect of the Cover Video and/or Master Recording, the Licensor agrees to grant, and CIAW agrees to accept, an exclusive licence on the terms contained in this Licence, in order that CIAW may Exploit or cause others to Exploit the applicable Cover Video and/or Master Recording.
TERMS:
1. LICENSOR’S ACCEPTANCE
1.1 By clicking “I Agree” on the CIAW Website, the Licensor accepts the terms of this Licence, current as at the time the Licensor clicked “I Agree.” Those terms supersede any other agreement, whether verbal or written, by any person, agent, or representative of CIAW.
2. DEFINITIONS AND INTERPRETATION
In this Licence:
2.1 “CIAW Net Receipts” means all moneys CIAW actually receives from Licensees or agents or societies as compensation for the Exploitation of the Cover Video and/or Master Recording and shall be calculated net of any applicable taxes, shipping and insurance charges, advertising sales commissions, fulfillment fees paid to third parties, and amounts paid to or deducted by sub-publishers, Licensees, agents, collection agencies and performing and mechanical rights societies;
2.2 “CIAW Website” means the website operated by CIAW with the URL www.coverinaweek.com or any other website of CIAW.
2.3 “Composition” means a single musical composition featured as the “Song of the Week” on CIAW’s Website, irrespective of length, including but not limited to all spoken words and bridging passages.
2.4 “Contract Period” means the Initial Period and any optional or Subsequent Periods unless terminated in accordance with this Licence.
2.5 “Electronic Transmission” means any transmission to the consumer, whether of sound alone, sound coupled with an image, or sound coupled with data, in any form now known or later developed including, without limitation, permanent downloads, streams, mobiletones, ringtones, ringbacks, other mobile device signals, webcasts, direct broadcast satellite, cable and/or telephone system transmissions whether or not such transmission is made on-demand or near on-demand and whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission, and whether or not the consumer may save the transmission for later viewing and/or listening. All references in this Licence to the “distribution” and/or Net Sales of Records shall be understood to include the distribution of Cover Videos and/or Master Recordings by way of Electronic Transmissions.
2.6 “Exploit” means to exploit Cover Videos and/or Master Recordings commercially, by way of licence, sale or other forms of distribution of recordings, and by transmission or communication to the public by wire or wireless means, including making available to the public in such a way that members of the public may access the Cover Videos and/or Master Recordings from a place and at a time individually chosen by them; and “Exploitation” has the corresponding meaning.
2.7 “Licensed Use” means the particular use or form of Exploitation of the Cover Video and/or Master Recording by a third party pursuant to a licence granted by CIAW.
2.8 “Licensee” means any person licensed or otherwise authorised by CIAW to do any of the acts which CIAW is itself entitled to do, or cause to be done, under this Licence;
2.9 “Option” means the option exercisable by CIAW pursuant to Clause 8 of the Option Terms and Conditions accepted by the Licensor.
2.10 “Person” and “Party” means any individual, corporation or partnership association or other organised group of persons or legal successors or representatives of the foregoing.
2.11 “Recording Costs” means all amounts paid or incurred or caused to be paid in connection with the Licensor’s making of the Cover Video and/or Master Recording.
2.12 “Records” means all forms of reproductions now or hereafter known (including, without limitation, audio-only records, audio-visual devices, interactive media and Electronic Transmissions) manufactured and/or distributed primarily for personal use, home use, school use, juke box use, use in means of transportation and/or use in means of playback devices of any kind whether now or hereafter known.
2.13 “Term” means the term of this Licence pursuant to Clause 6.
2.14 “Territory” means the Universe.
2.15 “Video” means a cinematograph film produced for the primary purpose of promoting or visually representing:
(a) an artist; and/or
(b) an artist’s recording, embodied in the soundtrack of that cinematograph film.
2.16 (a) Headings to clauses are included for the sake of convenience only and shall not affect the interpretation of the clauses to which they relate.
(b) All words, definitions and phrases in this definitions and interpretations clause shall
form part of the substantive agreement.
(c) References to any statute or statutory provision include that statute or statutory provision as amended, extended, consolidated or replaced by subsequent legislation and any orders, regulations, instruments or other subordinate legislation made under the relevant statute.
(d) Words used in this Licence that are not defined herein shall have the meaning
ascribed to them as set out in the Copyright Act 1968 (as amended from time to time).
(e) Unless otherwise stated, all capitalised terms in this Licence have the same meaning as they are given in the Option Terms and Conditions.
(f) The singular includes the plural and vice versa.
(g) A reference to one gender includes a reference to all other genders.
3. CONDITIONAL AGREEMENT
3.1 This Licence is conditional upon CIAW exercising the Option.
4. GRANT OF RIGHTS
4.1 Except as expressly set forth in this Agreement, nothing contained herein shall be deemed to convey to CIAW or to any designee, assignee or licensee of CIAW any ownership interest in the copyright in or to the Cover Video and/or Master Recording, and the Cover Video and/or Master Recording shall be the sole property of Licensor or members of Licensor.
4.2 Licensor hereby grants to CIAW the exclusive licence of the copyright in the Cover Video and/or Master Recording and all other reproductions therefrom for the Territory, including without limitation the right:
(a) to Exploit the Master Recording through synchronization and master use licences for the use thereof in connection with motion pictures, television productions, commercial advertisements and other audio-visual or audio-only uses (including advertisements relating to the exploitation of the Cover Video and/or Master Recording);
(b) to manufacture, distribute, transmit and sell Records derived from the Cover Video and/or Master Recordings through so-called normal retail sales channels, record club sales, mail order sales, or Electronic Transmission;
(c) to market such Records under such trademarks as CIAW and its licensees and designees shall determine and to use the Cover Video and/or Master Recordings in connection with so-called compilations;
(d) to communicate to the public and publicly perform the Cover Video and/or Master Recording by means of radio and television broadcast, Internet, websites or by methods hereafter developed, including Exploitation in association with the serving of advertisements ;
(e) to provide copies of the Cover Video and Master Recordings via digital transmission or other prerecorded format, or any other medium now known or hereafter devised;
(f) to edit, alter, mix or remix the Cover Video and/or Master Recording in any manner, and to exploit such altered versions in all means listed in this Licence;
(g) to refrain from doing any or all of the foregoing in CIAW’s discretion.
(h) Notwithstanding anything to the contrary herein, to grant exclusive rights to a Licensee subject to CIAW receiving the express written approval of Licensor. Such approval is not to be unreasonably withheld or delayed.
5. ADMINISTRATION
Upon execution of this Licence, with respect only to Licensed Uses of the Cover Video, CIAW shall have the right but not obligation for the entire duration of the Term, to:
5.1 assign and/or license and authorise others to license the use of the Cover Video and/or Master Recording;
5.2 administer and grant rights in the Cover Video and/or Master Recording, including without limitation the right:
(i) to grant in perpetuity synchronisation licences in respect of short and full length cinematograph films, including television productions, and/or advertisement for commercial products and any use of the Cover Video and/or Master Recording for product endorsement purposes (including advertisements relating to the exploitation of the Cover Video and/or Master Recording);
(ii) to grant in perpetuity licences for the manufacture, distribution and, transmission of Records derived from the Cover Video and/or Master Recording;
(iii) to broadcast, re-broadcast, distribute to subscribers to a diffusion service, transmit, and publicly perform the Cover Video and/or Master Recording, whether by means of television broadcast, radio broadcast, wire or fibre, film, Internet, satellite or other (whether or not now known) either alone or in association with the serving of advertisements and in perpetuity;
(iv) to communicate to the public either alone or in association with the serving of advertisements and in perpetuity;
5.3 collect all moneys payable with respect to Licensed Uses in perpetuity, including without limitation, all performance royalties payable to with respect to the Cover Video and/or Master Recording.
6. TERM
6.1 If CIAW exercises the Option, the initial term of this Licence shall be for a period of three (3) years from the date CIAW exercises such Option (“Initial Period”) and will be renewed automatically for successive periods of one (1) year (“Subsequent Period”). The Licensor may give CIAW notice in writing not later than ninety (90) days before the end of the applicable Contract Period of its intention to terminate this Licence. Following such notice this Licence will terminate on the expiry of the relevant Contract Period. CIAW may terminate this Licence with or without cause at any time by giving the Licensor ninety (90) days prior written notice.
6.2 Upon termination of this Licence, CIAW shall no longer have the right to grant a new licence with respect to the Cover Video and/or Master Recording. However, termination of this Licence does not affect any rights granted to Licensees prior to termination, including perpetual rights, nor does it affect the administration and collection rights granted to CIAW with respect to Licensed Uses. The term of any Licensed Use shall be as set forth in the respective licence governing the Licensed Use, and is separate and apart from the Term.
7. NAME AND LIKENESS
7.1 CIAW and any Licensee or designee of CIAW will have the right and may grant to others the non-exclusive right to reproduce, print, publish or disseminate in any medium the Licensor’s name(s), portraits, pictures and likenesses in connection with the exploitation of the Cover Video, and biographical material concerning the Licensor, as news or information for advertising purposes. Licensor grants to CIAW the same rights on a non-exclusive basis with respect to all other individuals the Licensor has engaged to provide goods or services in connection with the making of such Cover Video and/or Master Recording.
7.2 CIAW will use its reasonable efforts to cause any Licensee, to the extent possible, to include a credit identifying the performers of the relevant Cover Video and/or Master Recording; provided, however, that each member of Licensor and each signatory hereto accepts and agrees that they may not receive credit in connection with each Licensed Use and that such credit is not a condition of the licence granted herein.
8. PRODUCTION ELEMENTS
8.1 With respect to the Cover Video and Master Recording, the Licensor must within forty eight (48) hours of CIAW’s exercise of the Option deliver free of charge to CIAW in format(s) reasonably requested by CIAW the fully recorded, edited and mixed video version of the Cover Video and WAV version of the Master Recording.
8.2 Licensor warrants and represents that the Cover Video and/or Master Recording does not contain any unauthorised “samples.”
8.3 Licensor warrants and represents that the Licensor has paid any and all Recording Costs associated with the Licensor’s making of the Cover Video and/or Master Recording.
9. COMPENSATION
9.1 CIAW agrees to pay to Licensor royalties with respect to CIAW or its Licensees Exploitation of the Cover Video and/or Master Recording throughout the Territory as follows:
Fifty percent (50%) of CIAW Net Receipts.
9.2 CIAW shall not be responsible for the payment of any third party payments, including but not limited to the producer, arranger or musician royalties, with respect to any Licensed Uses.
10. ACCOUNTING
10.1 CIAW shall compute and pay royalties due to Licensor hereunder within sixty (60) days following June 30 and December 31, respectively, in each case with respect to CIAW Net Receipts actually received by CIAW during the immediately preceding six (6) month period. Such payments shall be accompanied by a statement setting forth the source of such royalties. CIAW shall be under no obligation to render any statement or make any payment until such time as the royalties due Licensor hereunder equal or exceed One Hundred and Fifity Dollars ($150.00). CIAW shall have the right to deduct or withhold income or other similar tax from sums payable to Licensor hereunder pursuant to the laws of the relevant territory of a Licensed Use, provided that CIAW shall, where readily available, furnish to Licensor, with each statement, any necessary information which shall enable Licensor, upon presentation of such, to endeavor to obtain income tax credit from the local revenue service for tax so withheld
10.2 CIAW will maintain books of account concerning compensation payable to Licensor hereunder. Licensor may appoint a representative, at its sole expense, no more than once each year to examine such books during CIAW’s normal business hours and upon reasonable written notice. Such books relating to any particular accounting statement will be conclusive and not subject to objection unless examined as aforesaid and objected to within two (2) years after the date rendered. Licensor will be foreclosed from maintaining any action, claim, or proceeding against CIAW in any form or tribunal with respect to any statement or accounting rendered hereunder unless such action, claim, or proceeding is commenced against CIAW in a court of competent jurisdiction within three (3) years after the date such statement or accounting was rendered. Licensor acknowledges that CIAW’s books and records contain confidential trade information. Licensor warrants and represents that neither it nor its auditors or representative(s) will communicate to others or use on behalf of any other entity any facts or information obtained as a result of any examination except as is necessary in court proceedings to enforce collection of sums due.
11. WARRANTIES, REPRESENTATIONS, RESTRICTIONS, WAIVERS AND INDEMNITIES
11.1 The Licensor warrants and represents:
(a) The Master Recording is a unique and original arrangement of the Composition and all rights and copyrights in the Cover Video and Master Recording are the Licensor’s sole and exclusive property, free from any claims whatsoever by any other person.
(b) The Licensor has the right and power to enter into and fully perform this Licence.
(c) CIAW shall not be required to make any payments of any nature for, or in connection with, the acquisition, exercise or exploitation of rights by CIAW pursuant to this Licence except as specifically provided in this Licence.
(d) With respect to any producer and all others who shall have rendered services in connection therewith and the production of the Cover Video and/or Master Recording, Licensor has the right to use their performances and/or other contributions the right to use their professional names, and have the right to use and allow others to use said names and any other names used by such entities, and photographs and likenesses thereof, and biographical materials relating to them, in connection with the Exploitation and promotion of such Cover Video and/or Master Recordings and derivatives thereof.
(e) Neither the Uploaded Material, nor the performances embodied thereon, nor any trademarks, shall violate or infringe upon the rights of any third party. The Uploaded Material does not contain any samples of other copyrighted recordings and the Licensor has not significantly changed the lyrics or the melody of the original Composition.
(f) All warranties and representations made by Licensor herein shall survive the execution of this Licence and shall continue to be enforceable for the full period of time for which CIAW, its successor and/or assigns, or Licensees have the right to exploit the Cover Video and/or Master Recording.
(g) During the Term, neither Licensor nor any member of Licensor shall enter into any Licence which would interfere with or prohibit the exercise by CIAW of the rights granted hereunder.
(h) Neither Licensor nor any member of Licensor shall communicate with any Licensee or any of its agents, including advertising agencies, in connection with the Cover Video and/or Master Recording.
(i) No producer or any other person who shall have rendered services in connection with and the production of the Cover Video or Master Recording, shall any right, interest or claim in or over the Composition, which is reproduced on the Master Recording.
11.2 (a) CIAW warrants and represents that it has the right and power to enter into and
fully perform this Licence.
(b) CIAW makes no representation or guarantee as to the number of uses, if any, of the Cover Video and/or Master Recording, or the amount of compensation, if any, that will become payable to Licensor as the result of Licensor entering into this Licence.
12. INDEMNITY
12.1 Each party agrees to and does hereby indemnify, save and hold harmless the other of and from any and all loss and damage (including reasonable legal fees) arising out of or connected with any claim by any one or more third parties which is inconsistent with any of the warranties or representations made by that party herein, and agrees to reimburse the other party, on demand, for any payment made by it at any time after the date hereof with respect to any liability or claim to which the foregoing indemnity applies, provided that such claim results in a final adverse judgment against the indemnified or the indemnifying party, or is settled with the prior written approval of the indemnifying party, such approval not to be unreasonably withheld.
12.2 The indemnified party in any instance shall give the indemnified party in any instance notice of any claim to which the terms of this Clause 11 might apply, and the indemnifying party in such instance shall have the right to participate in the defense of any such claim with counsel of its own choice and at its own expense.
13. ASSIGNMENT
Licensor may not assign this Licence in whole or in part without CIAW’s prior written consent, nor may Licensor delegate its duties under this Agreement. CIAW may assign any of its rights under this Licence in whole or in part provided that no such assignment shall relieve CIAW of primary liability for the performance of its obligations under this Licence except in the event the assignee assumes responsibility for performing CIAW’s obligations.
14. MISCELLANEOUS
14.1 The amount to be charged for any Licensed Use is to be determined by CIAW in its sole discretion
14.2.1 All notices, statements, approvals or consents required under this Licence (“notices”) are to be in writing addressed to the receiving party at the address specified below, or such other address as designated in writing in the manner described in this Clause 14.2.
14.2.2 Any and all notices must be delivered by email and confirmed by return receipt of email from the recipient, on date of receipt.
14.2.3 All notices for CIAW must be sent to legal@splitsounds.com.
14.2.4 All notices for the Artist must be sent to the person and email address specified in the registration information completed by the Artist.
14.2.5 A party may change its address for service of notices under this clause by giving written notification of the new address to the other party.
14.3 This Licence has been entered into in New South Wales, Australia, and the validity, interpretation and legal effects of this Licence shall be governed by the laws of Australia applicable to contracts entered into and performed entirely within Australia. The Courts of Australia only, will have jurisdiction of any controversies regarding this Agreement; any action or other proceeding which involves such a controversy will be brought in Australian Courts, and not elsewhere.
14.4 This Licence contains the entire understanding of the parties hereto relating to the subject matter hereof.
14.5 In the performance of this Agreement, Licensor is acting as an independent contractor and shall not be, act or represent itself as the employee, agent or representative of CIAW. Nothing contained in this Licence shall be construed so as to create a joint venture between the parties.
ANNEXURE B
[Ref. Clause 3.1(d) of the Option]
TO THE AGREEMENT BETWEEN SPLIT SOUNDS PTY LTD AND [ARTIST NAME] DATED [DATE]
RECORD COMPANY CONSENT
Where you are a party to a contract with another person, company or organisation (the “Record Company”), which owns or controls any rights, including copyright, in the Cover Video, the Record Company also consents to the provisions contained in the Option Agreement and warrants its right and power to ratify the Option Agreement.
Signed: __________________________________________________
Name of Person Signing: ______________________________________
Name of Record Company: ______________________________________
Position of Person Signing: ______________________________________
Witness: __________________________________________________
Date: __________________________________________________
ANNEXURE C
[Ref. clause 2.2(d) of the Option]
GUARDIAN’S CONSENT FORM
As a material inducement to SPLIT SOUNDS PTY LTD (ABN 13621652533) entering into the Option Agreement with [INSERT THE NAME(S) OF THE ARTIST] and dated [DATE], we, [PARENT/GUARDIAN] and [PARENT/GUARDIAN] being the parents and/or guardians of [INSERT NAME OF MINOR/PREPARE A SEPARATE FORM IF THERE IS MORE THAN ONE MINOR], consent to [INSERT NAME OF MINOR/PREPARE A SEPARATE FORM IF THERE IS MORE THAN ONE MINOR] entering into this Option Agreement, which we consider to be to the benefit of [INSERT NAME OF MINOR/PREPARE A SEPARATE FORM IF THERE IS MORE THAN ONE MINOR]. We further confirm that we have sought independent expert legal advice to enable us to fully understand the obligations entered into by [INSERT NAME OF MINOR/PREPARE A SEPARATE FORM IF THERE IS MORE THAN ONE MINOR].
Signed by [Parent/Guardian] Signed by [Parent Guardian]
Date: Date:
