EXCLUSIVE RECORD LICENSING & SERVICES AGREEMENT TERMS (ONLINE TERMS)
These Exclusive Record Licensing & Services Agreement Terms (“Terms”) are applicable as of the Effective Date set forth in the Owner’s executed Exclusive Record Licensing & Services Agreement (“Agreement”) between you (“Owner” or “you”) and David C Cook d/b/a Integrated Music Rights (a Colorado non-profit corporation), with offices at 5030 Carothers Parkway, STE. 300, Franklin, Tennessee 37067 (“Integrated”) These Terms are intended to be incorporated into and made a part of the Agreement, and you agree to be bound by these Terms. References to the “Agreement” in these Terms shall mean the Agreement, any exhibits or addenda to the Agreement, and these Terms.
Capitalized and defined terms in the Agreement shall have the same meaning in these Terms, and vice versa. To the extent any provision of these Terms conflict with any provision in the Agreement, the Agreement shall be controlling. If these Terms or the Agreement are provided in a language other than English, it is for convenience only, and the English language meaning in the Terms and Agreement shall be controlling and binding upon you.
1. Authorization and License. Owner has and controls exclusive rights in the recordings by Artist. Owner authorizes Integrated (and its licensees, agents, and affiliates) to be the sole and exclusive distributor of the Owner Records during the Term and in the Territory as set forth in the Agreement. Owner understands and agrees that Integrated shall have the exclusive right to distribute the Owner Records licensed and set forth in the Agreement which shall include without limitation all Records featuring the Artist that are created during the Term. Owner will provide Integrated with notice of additional Owner Records that Owner intends to produce or create during the Term. For purposes of clarity, and not limitation, Owner shall not distribute any Records or Masters featuring Artist through any other channels or sources, on its own or with other distributors or partners, without the prior written consent of Integrated.
a. Distribution of Records. Subject to the terms of the Agreement, Owner grants to Integrated and its current and future licensees and affiliates, throughout the Territory during the Term, and through all channels of distribution of every nature now known or hereafter developed, the exclusive right to distribute the Owner Records (and Masters and Artwork embodied therein), including without limitation: (i) the exclusive right to distribute and authorize others to distribute Records and Albums embodying the Masters and Artwork via all channels of digital distribution,; (ii) the exclusive right to use and distribute Copyright Management Information as embodied on a delivered Master, and to authorize others to do the same; and (iii) the exclusive right to use and license others the right to use the Masters and Artwork for any Record and non-Record purposes and otherwise to exercise the rights granted under the Agreement.
b. Marketing. If agreed by the parties on a product-by-product basis, Owner grants to Integrated the right to market and promote the Owner Records and Masters (using Owner’s name and trademarks, and Owner’s artists’ and songwriters’ names, likenesses, images, trademarks and logos, and all related Artwork) subject to Integrated’s and Owner’s joint approval (email authorization is sufficient). Owner grants to Integrated a non-exclusive license to use Owner’s and its artists’ and songwriters’ names, likenesses, images, trademarks, and logos, that may appear or be included in delivered content (Masters, Artwork, and other) and further grants to Integrated the non-exclusive right and license to use Owner’s logos and/or trademarks (“Owner Marks”) in connection with licensed uses and other exploitation of the Owner Records and Masters and Artwork and to fulfill its obligations and/or rights under the Agreement. Integrated acknowledges that nothing in the Agreement shall give Integrated any right, title, or interest in the Owner Marks other than the right to use them in accordance with the Agreement and that the use herein inures to the benefit of Owner.
c. Withdrawals. Notwithstanding the foregoing grant of rights, Integrated shall have the right to immediately stop using, distributing, selling, licensing, or marketing any Owner Record or using any Masters or Artwork or other licensed rights if it has a good faith belief that the continued use, distribution, sale, licensing, or marketing of such Record, Master, Artwork or right may constitute a violation of any law or third party rights or obligations, or that it may otherwise jeopardize or harm Integrated, its business, affiliates, or licensees.
d. Ownership. As between the parties, and except for the grant of rights in the Agreement and Terms, Owner owns all rights in the Owner Records, Masters, Owner Marks, and Artwork. If Integrated creates any Artwork or marketing materials related to the Owner Records, Integrated agrees that such Artwork and marketing materials (exclusive of Integrated trademarks and logos, third party images, and other licensed non-Owner content) shall be the property of Owner, and Integrated (to the extent possible) hereby assigns such rights to Owner. All rights licensed or owned by Integrated, the Integrated Marks, and all Integrated website content and other Integrated works, records, masters, and artwork, belong exclusively to Integrated.
e. Right of First Refusal. Owner grants to Integrated the first right of refusal and negotiation with regard to the future exploitation of the Owner Records after the Term has expired or the Agreement has been terminated. Owner shall provide Integrated with at least thirty (30) days’ prior written notice of its intent to negotiate with a third party for the rights to distribute, market or exploit the Owner Records, and shall negotiate in good faith with Integrated during such thirty (30) day period. If the parties are unable to negotiate an agreement acceptable to both in such time frame, Owner shall have the right to negotiate with a third party for such rights.
2. Owner Obligations.
a. Delivery.
i. Owner agrees that it shall deliver the Owner Records and all required information and files to Integrated for distribution as set forth in the Agreement, including all listed deliverables as required by the stated deadlines.
ii. Integrated reserves the right to reject any delivered Records, Masters or Artwork based on technical, production or other considerations related to commercial practices commonly employed in the marketing and distribution of music, and Integrated further reserves the right not to distribute, license, market, sell, or otherwise use any Record, Master or Artwork for any reason in its sole discretion.
iii. Simultaneously with the delivery of any Records and/or Masters, Owner will deliver to Integrated (if Owner chooses) Stereo Stems (as later defined) for each Master and for each track embodied in each Master (each Stem shall include all FX that are used on each track during the final mix). For each Master, Owner shall deliver the following tracks as separate Stereo Stems: Drums, Percussion, Loops (if any), Piano, Synth 1, Synth 2, Organ, Low Pad, E Guitar 1, E Guitar 2, E Guitar 3, E Guitar 4, Acoustic Guitar, Bass Guitar, Female Harmony, Male Harmony, Choir, Lead Vox, Click Track. For the purposes of these Terms and the Agreement, a “Stereo Stem” shall be defined as a stereo mix of each individual instrument on each Master as it sounds on the final mix including the processing and FX that are included on the final mix for each Master. If Owner delivers Stereo Stems to Integrated, they shall be licensed to Integrated for distribution and/or marketing hereunder and treated hereunder as “Owner Records” in accordance with the provisions of these Terms and the Agreement. Without limiting the foregoing, Owner agrees that it shall not distribute or license any Stereo Stems for Masters delivered to Integrated itself or through third parties and that such rights are licensed exclusively to Integrated unless the parties agree otherwise in writing.
iv. Owner will provide digital files of the Records to Integrated in a format reasonably acceptable to Integrated. Integrated agrees that it will make no modifications to the content of the digital files of the Records, other than metadata required for distribution in accordance with industry standards.
b. Consulting. Owner shall remain available to consult with Integrated upon reasonable request related to Integrated’s distribution, sale, licensing, marketing (if any), and uses of the Owner Records and Masters, and all related activities. Owner shall determine the retail prices for digital Records sold or distribute by Integrated as long as such pricing fits within the allowed parameters of each digital service provider (“DSP”). Owner shall provide Integrated with at least sixty (60) days prior notice of any changes to retail prices, in writing (email shall be sufficient). If Owner establishes pricing for Electronic Transmissions which in the reasonable estimation of Integrated would result in negative Receipts (as later defined) after payment of Integrated’s Fee(s), copyright royalties, producer’s fees, and other required payments by Integrated, then Integrated shall inform Owner and the parties agree to negotiate in good faith to eliminate such potential negative Receipts prior to distribution.
c. Third Party Licenses, Royalties and Fees. Except as otherwise specifically provided in the Agreement or these Terms, Owner shall be responsible for: (i) the procurement of all necessary rights, licenses, consents, agreements, authorizations and clearances to record, use, sell, advertise, promote and distribute the Owner Records, Masters, and Artwork as contemplated herein; and (ii) paying all charges, fees, and costs of and relating to the aforesaid, including future royalty or contingent payments. Without limiting the foregoing, Owner shall be solely responsible for and shall pay all royalties, producer fees and royalties, fees, costs and other sums payable to any person in connection with the Owner Records (and Masters and Artwork), including without limitation, all royalties and fees payable to performers, artists, producers, mixers, unions, and additional third party payments, including mechanical and music-related payments unless Integrated agrees otherwise in the Agreement. Owner may request Integrated to pay producer royalties at the contracted rate between Owner and a producer. In such case, Owner will supply to Integrated all necessary information to pay the producer (e.g., a letter of direction containing the amounts to pay producer or a copy of the contract between Owner and producer, a current W-9 form, producer’s contact information and agents’ information). Integrated reserves the right to refuse to pay such producer, for any reason.
d. Previously Released Albums and Mechanicals. If the parties agree and Owner delivers to Integrated any of its previously released Singles, EPs and/or full-length Albums (collectively, “Previously Released Albums”), Owner shall be responsible for also delivering to Integrated evidence of all necessary third-party mechanical licenses for such Previously Released Albums that are required for Integrated to pay mechanical royalties on Owner’s behalf. If Owner is not able to provide Integrated with fully executed mechanical licenses for each track, song or composition on each Previously Released Album, Owner shall be responsible for licensing such third-party rights itself and providing proof of all such licenses before Integrated shall market or distribute any Previously Released Album. If Owner is unable to provide or secure such third-party mechanical licenses for any of the Previously Released Albums, Integrated shall have no obligation to release such Previously Released Album. If agreed in the Agreement, Integrated shall be responsible for securing third-party mechanical licenses for any newly released Owner Records under the Agreement.
3. Integrated Obligations.
a. Distribution and Other Services. Integrated and/or its affiliates and licensees agree to distribute, sell, and license the Owner Records and Masters to third-parties, on behalf of Owner and subject to the terms hereof. Integrated shall use commercially reasonable efforts to make the Owner Albums available for sale and distribution as soon as practicable after receipt of agreed Records, Masters and Artwork from Owner but no failure by Integrated to make any Owner Album or other product available for sale in a certain time period shall be deemed a breach of the Agreement or these Terms.
b. Royalty Payments. If agreed and set forth in the Agreement, Integrated, or its licensed distributors or agents in the Territory, shall be responsible for and shall pay all royalties and fees payable for all (excluding Previously Released Albums) mechanical, producer, synchronization and other music copyright related fees, if applicable, related to the Masters distributed hereunder (including full mechanical rates for free downloads or Electronic Transmissions unless such free distribution is rejected by Owner in writing); provided however that Owner has accurately and completely identified all musical compositions contained in the Masters and the proprietors of the applicable copyrights. Any errors in the list of mechanicals, songs and payees shall be the sole responsibility of Owner and Owner shall indemnify and defend Integrated for any liability or claims resulting from any such errors.
c. Integrated may use its trademark(s), service mark(s) or logo(s) (“Integrated Marks”) and/or industry or retail identifiers on or in connection with the Owner Records, Masters and other products, and all related marketing and other activities. Owner acknowledges that nothing in the Agreement or these Terms shall give Owner any right, title, or interest in the Integrated Marks and that the uses of them in connection with Owner Records or Masters or otherwise inures solely to the benefit of Integrated. To the extent Owner acquires any rights, Owner hereby assigns such rights wholly and irrevocably to Integrated.
d. Integrated shall pitch playlisting, including (a) focus track placement in relevant, genre-focused playlists within Integrated’s owned/controlled consumer-targeted playlist brand(s), and (b) focus track playlist pitching for placement and/or positioning to relevant, leading account-managed and/or third-party controlled editorial playlists) for Owner Records and/or artists on Owner Records. For the avoidance of doubt, placement on account-managed and/or other third-party controlled editorial playlists cannot be guaranteed, as final decisions regarding placement are controlled by the individual editors of each playlist and on the playlist platforms.
4. Term. The Term shall be as set forth in the Agreement. Notwithstanding any other provision allowing for termination or expiration of the Term, the Term shall be extended until any outstanding balances owed by Owner to Integrated are fully recouped or repaid. If at any time during the Term (including any extensions), if the total Gross Receipts (as later defined) for Owner Records under this Agreement are less than Fifteen Thousand Dollars ($15,000) for two (2) consecutive twelve (12) month periods, Integrated shall have the right to automatically terminate this Agreement upon at least a sixty (60) day written notice to Owner.
5. Fees and Gross Receipts.
a. Fees. Integrated Fees for the services provided shall be stated in the Agreement. “Gross Receipts” shall mean the amounts actually received by Integrated from any source for the use, license, sale, or exploitation of the Owner Albums, Records and Masters. Notwithstanding the foregoing, if Integrated receives an advance payment from any third-party, Integrated shall not be required to account for or pay any portion of that advance payment to Owner unless a portion of the advance is specifically designated for Records or Masters delivered under by Owner under the Agreement.
b. Payment. Integrated shall pay Owner the balance of Gross Receipts less the following: Integrated’s Fees; any YouTube MCN fees or admin fees charged by Integrated; third party licensee fees (e.g. distributors, platforms, DSPs and others where they charge a fee for services that Integrated is required to pay); mechanical, copyright or music royalties paid by Integrated; any amounts which Integrated is obligated to pay to third parties (such as, without limitation, mechanical and other copyright payments, AFM and other union fund payments, or producer’s royalties); and any unpaid costs or fees due to Integrated from Owner.
6. YouTube MCN Terms. In addition to the MCN provisions in the Agreement, you agree to the following:
a. Warranties. Without limiting the terms of the Agreement related to the content of Artist videos provided to Integrated, Owner also warrants, represents and covenants as follows:
i. The Artist Channels are controlled by Owner exclusively and payments of earnings from the Artist Channels are not currently being directed to a third party. If payment is currently being directed to a third-party, Owner warrants that Owner has the right to redirect such earnings to Integrated via the MCN and agrees to fully indemnify and defend Integrated for any claims by such third parties against such earnings, videos, or Artist Channels; and
ii. The videos in the Artist Channels do not and shall not contain any content owned by a third-party, including entities/companies owned by Owner or Artist. Owner agrees to only upload and/or live stream videos that contain content owned by Owner or by Integrated. If Owner does upload and/or live stream any content owned by a third-party, Owner agrees to obtain releases from such third parties before uploading and/or live streaming the video and to provide Integrated with a copy of the release prior to uploading and/or live streaming the video; and
iii. If Owner desires to upload and/or live stream to Artist Channel any videos or live stream videos from a church and/or ministry of which Owner or Artist is a part (e.g., leading worship as part of a worship service), and other individuals are recorded, Owner shall first obtain a release from the church or ministry and the individuals recorded before uploading and/or live streaming the videos. Also, Owner shall be solely responsible for obtaining any and all licenses from CCLI for such live streams. For purposes of clarification, a “worship service” shall be defined as a service that includes sermons, worship and/or other activities commonly associated with church worship services; and
iv. The videos on the Artist Channels are free and clear of any claims, rights, demands, liens, security interests or encumbrances, throughout the world.
b. Payments. Owner acknowledges and agrees that as being a part of the MCN that all earnings from Artist Channels will be paid by YouTube to Integrity Music. For videos that are owned and/or controlled by Integrated, Integrated shall pay Owner the agreed royalty for Owner videos. For videos that are not owned and/or controlled by Integrated, and provided there are no claims on them by third parties, Integrated shall retain an Admin Fee. All payments to Owner shall be subject to the accounting and payment terms of these Terms and the Agreement.
c. Unclaimed Videos. If any video(s) currently on Artist Channels are not claimed as Owner-owned or Artist-owned, Owner may remove such unclaimed video(s) from Artist Channel. Any unclaimed video(s) remaining on the Artist Channels shall be subject to the Admin Fee. Owner shall not include third-party videos on the Artist Channels without the third parties’ written consent and acknowledgment of Integrated’s entitlement to the Admin Fee.
7. Definitions. For purposes of the Agreement and these Terms, the following terms shall be defined as follows:
a. “Album(s)” shall mean Records in any configuration containing a minimum of seven (7) Masters and no less than thirty (30) minutes in duration, including videos and accompaniment tracks, and any other form of reproduction now or later known, embodying sound alone or sound synchronized with or accompanied by visual images or data.
b. “Artwork” shall mean cover and liner and marketing artwork, photographs, designs, text, trademarks, and other graphical materials related to the Masters or Owner Records.
c. “Electronic Transmission” shall mean any transmission to the consumer, whether sound alone, sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to “cybercasts”, “webcasts”, “streaming audio”, “streaming video”, “digital downloads”, “digital uploads”, “ringtones” and “ringback tones”, “mastertones”, direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, digital music distributor, online or Internet service, cable system, telephone system (including distribution over a cellular network to a mobile phone), broadcast station, and any other forms of transmission now known or later devised), and whether or not such transmission is made on-demand or near on-demand; whether the transmission copy is available online, offline, or both; whether the transmission results in a permanent or semi-permanent copy or not; whether or not a direct or indirect charge is made to receive the transmission; whether or not revenue or a benefit is earned during or as a result of the transmission; and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient. “Electronic Transmissions” shall also include including subscription or free streaming services (including, but not limited to, Spotify, Apple Music, YouTube, Facebook, and similar services now known or later existing), Non-Fungible Tokens (otherwise known as “NFTs”), in-“app” uses, and kiosk-based reproduction systems.
d. “EP” shall mean a long-playing Record, embodying between three (3) and six (6) Masters.
e. “Master(s)” shall mean each and every recording provided by Owner hereunder of a musical composition or individual work (i.e., spoken word), including, without limitation, whether of sound alone, or sound accompanied with visual images or data, fixed in any format and by any method, means and/or device now or later known.
f. “Owner Record(s)” shall mean Records of Artist owned or controlled by Owner, as of the Effective Date of the Agreement or during the Term.
g. "Record(s)" shall mean Masters of sound or sound accompanied with visual images or data, reproduced and distributed as a single product (e.g., an Album, EP, Single, digital download, or otherwise), in any format or form of reproduction now known or later developed.
h. “Single” shall mean a Record embodying up to two (2) masters.
i. “Territory” shall mean the universe.
8. Accountings.
a. Integrated shall pay Owner on a monthly basis, within sixty (60) days after the end of each calendar month. Only Records for which Integrated has been paid or received as final credit against a prior advance will be included in Gross Receipts. No amounts will be payable to Owner on the sales of any Records by any of Integrated’s third-party distributors or licensees until such time as accountings and payment or final credit therefore has been received by Integrated in the United States, and Integrated will account to Owner in the same manner and on the same basis as Integrated are accounted to by them. Integrated shall be entitled to rely upon the completeness and accuracy of accounting statements rendered to Integrated by any of Integrated’s third-party distributors or licensees, which statements shall not be subject to any objections by Owner.
b. If Integrated makes any overpayment to Owner or incurs any cost as a result of Owner’s failure to comply with the terms of the Agreement (including these Terms), then Owner shall, upon Integrated’s demand, reimburse Integrated for such amount(s) and/or Integrated shall have the right to deduct such amount(s) from any monies otherwise payable to Owner under this or any other agreement between Owner and Integrated or its affiliates.
c. All statements and other accounts rendered by Integrated shall be conclusively binding upon Owner and not subject to any objection by Owner for any reason whatsoever, unless specific objection is made in writing, stating the basis thereof and delivered to Integrated within two (2) years from the date such statement is rendered. If such notice of objection is timely delivered to Integrated during such time period, then all statements and other accounts rendered by Integrated shall be conclusively binding upon Owner unless conciliation procedures are instituted within two and one-half (2 ½) years after the date the statement is rendered. Failure to make specific objection within this time period shall be deemed approval of such statement and Owner shall be deemed forever barred from bringing a claim related thereto.
d. Owner shall have the right, at Owner’s sole expense, and upon giving Integrated sixty (60) days prior written notice, to have an independent certified public accountant experienced in entertainment industry audits, to audit Integrated’s books and records solely as they relate to sales of Owner Records or other exploitations of the Masters for which amounts are payable to Owner under the Agreement, at Integrated’s regular place of business and during Integrated’s regular working hours. Owner may make such an audit for a particular statement only once and only within two (2) years after the date such statement is rendered to Owner. Owner shall not audit Integrated’s books and records more than once during any twelve (12) month period. It is specifically agreed and understood that Owner will not be entitled to examine any records that do not specifically report sales on which amounts are payable to Owner hereunder. If any payments are due Owner as a consequence of an examination under the Agreement, such payments will be credited to Owner’s account after the execution of a letter of release acknowledging that all controversies between Owner and Integrated with respect to the accountings examined by Owner’s professional advisors are settled.
9. Warranties and Indemnities.
a. Warranties. Owner warrants, represents, covenants and agrees that:
i. it possesses full right, power, and authority to enter into and to fully perform the Agreement and to grant to Integrated the rights set forth, and such grant will not constitute a breach or violation of any other agreement to which Owner is a party, violate any third party rights, or cause Integrated to pay any amount to a third party related to Integrated’s use of the rights granted herein (other than as stated in the Agreement or otherwise agreed);
ii. with respect to the Owner Records and Artwork, Owner presently is and/or at the time of the distribution, sale or other exploitation of such will be, to the extent necessary to grant the rights granted to Integrated under the Agreement, the owner, assignee or exclusive licensee in the Territory of: (A) the Masters from which such Records are derived; (B) all performances embodied in the Masters; (C) the right to distribute the Owner Records in the Territory; (D) all applicable sound recording copyrights in the Owner Records and Masters; (E) all applicable copyrights and other rights and materials related to the Records and Masters delivered or created by Owner, including, without limitation, in the graphic materials, Artwork, photographs, names, likenesses and images, trademarks, and textual materials used in connection with the merchandising, advertising and commercial exploitation of the Records; (F) all Owner Marks used by Integrated, its affiliates or licensees; and (G) the right to license Integrated to distribute the Owner Records and Masters in the Territory, as provided herein;
iii. except as otherwise agreed, Owner has obtained or shall obtain prior to release of an Owner Record all mechanical, synchronization, and other licenses required for use of musical compositions in an Owner Record, and shall have paid all royalties or will pay all royalties and other fees due in connection with such licenses;
iv. except as otherwise agreed, all costs of recording and creating the Owner Records, Masters and Artwork have been paid, or will be paid, in full by Owner or on Owner’s behalf, and all of the performers, artists and other persons whose services were furnished in connection with recording the Masters, and each selection thereon, and creating the Artwork, were, or will be, free to furnish such services, without such conduct constituting a violation of any contract, contractual restriction or duty owed to any person. Owner’s submission of an Owner Record, Master or Artwork to Integrated shall constitute Owner’s warranty and representation that all persons or entities have executed either recording agreements, producer agreements, employment agreements, work made for hire agreements or such other applicable agreement which grant to Owner the unencumbered right to exploit the Owner Records, Masters and Artwork in accordance with the rights granted to Integrated herein;
v. the Owner Records and Masters and all other materials and services furnished by Owner hereunder, including without limitation, Artwork, credits, merchandising and marketing materials and similar items (excluding any materials created or provided solely by Integrated) (A) shall comply with all applicable laws and regulations, including, without limitation, those concerning trade regulation, payola, customs, obscenity, and (B) shall not violate, breach or infringe any contractual right, common law right or statutory right of any person whatsoever, whether living or deceased, including, without limitation, rights with respect to patents, trademarks, trade names, copyrights, defamation, and rights of privacy and publicity;
vi. the Masters have been, and will be, recorded in accordance with the rules and regulations of all labor unions, if any, having jurisdiction over the recording thereof;
vii. if applicable, the Owner Records shall be on one of Owner's labels, bearing such label's trade name, trademark or logo, all of which trade names, trademarks or logos Owner warrants it has the right to use and license Integrated to use in the Territory; and
viii. Owner shall perform, in a diligent and timely manner, all activities for which it is responsible pursuant to the above, including making all payments required thereunder.
Integrated may request but shall not be required to request Owner to furnish Integrated with actual copies of all documents or materials necessary in Integrated’s opinion to confirm the validity of the foregoing warranties, representations, covenants and agrees with respect to the Owner Records, Masters, licenses, and other rights. It is expressly understood and agreed that failure on the part of Integrated to so request such documents shall in no way affect Integrated’s right to rely upon Owner's warranties and representations herein and shall not be deemed a waiver of Integrated’s rights to ask for such documents or materials at a later time.
b. Indemnities. Owner shall indemnify, save, and hold Integrated, its current and future affiliated, parent, subsidiary, commonly owned, and related parties, and all officers, directors, employees, contractors, agents, licensees, assigns, successors and distributors, harmless from any and all demands, claims, causes of action, damages, liabilities, costs, losses, and expenses (including without limitation, legal costs and attorneys' fees) arising out of or connected with any alleged breach or breach of any of the warranties, representations, covenants or agreements which Owner has made in the Agreement (including these Terms) or pertaining to any other act, error or omission allegedly committed or omitted by Owner (each a “Claim”). Owner shall reimburse Integrated, on demand, for any payment made at any time in respect of any Claim for which Integrated is entitled to be indemnified. Integrated may serve notice of such Claim upon Owner. Owner shall cooperate fully with Integrated in the investigation and defense of any Claim, and Owner may, at Owner’s sole cost and expense, participate in the defense of any such Claim, provided that Integrated shall have the right to control the defense. Integrated shall be entitled to settle any such Claim and shall be entitled to indemnification for any such settlement. Pending the settlement, conclusion or release of any such Claim, Integrated shall have the right, at its election, to withhold payment to Owner of any monies otherwise payable under this or any other agreement between Owner and Integrated and/or its affiliated, related, subsidiary, parent or commonly owned companies, in an amount reasonably related to the Claim and Integrated’s estimated costs and expenses (including legal costs and reasonable attorneys' fees) and Integrated may set off such sums from such royalties and other sums and apply such sums to satisfy your indemnity obligation hereunder. If there is a recovery by Integrated of any monies as a result of a judgment or settlement, such monies shall be deemed Gross Receipts, after first deducting the expenses of obtaining said monies, including counsel fees, and paying any necessary share thereof to any other writers.
10. Name and Likeness. Integrated shall have the right to use and permit others to use throughout the Territory during the Term, the names (including any professional names previously or later adopted), voices, likenesses, and biographical material of Owner and Artist, and all artists, producers and all performers who recorded or created Masters, Owner Records, and Artwork, provided however, that Integrated shall abide by any restriction imposed upon Owner by any third party with respect thereto of which Owner has notified Integrated at the time of delivery.
11. Ownership.
a. As between Integrated and Owner, all rights (including copyrights) in the Owner Records, Masters, Artwork, marketing materials and Owner Marks, belong exclusively to Owner.
b. As between Integrated and Owner, all rights licensed or owned by Integrated, the Integrated Marks, and all Integrated website content and other Integrated works, records, masters, and artwork, belong exclusively to Integrated.
12. Rights Upon Termination. As soon as practicable after the expiration of the Term of the Agreement or earlier termination, Integrated shall cease all marketing of Owner Records and cease to make Electronic Transmissions of the Owner Records and Masters. Integrated shall send notices to each applicable DSP within thirty (30) days of termination or expiration, however, Integrated shall not be responsible for any DSP’s neglect to honor such notices. With respect to materials in Integrated 's possession used to distribute the Records and other Delivered Property, Integrated shall, at the sole option of Owner, and upon Owner’s written instructions, either:
a. deliver same to Owner in the United States, at Owner’s sole cost and expense and risk of delivery, or
b. transfer same, at Owner’s sole cost and expense and risk of delivery, to any other company designated and approved by Owner.
Owner shall fully insure or bear the risk of all deliveries of Masters and other materials at termination or expiration.
13. Breach/Suspension.
a. Neither party shall be deemed to be in breach under the Agreement unless the non-breaching party notifies the breaching party as set forth herein and the breaching party fails to remedy the alleged breach within forty-five (45) days after receipt of such notice, unless the alleged breach is of a nature that it cannot practicably be completely remedied within such forty-five (45) day period, in which event the breaching party shall be deemed to have timely remedied such alleged breach if such party commences to do so within such forty-five (45) day period and proceeds to complete the remedying thereof within a reasonable time thereafter.
b. Due to the content of and audience for Owner Records, Owner’s and Artist’s conduct and reputation are material to the Agreement. Owner agrees to engage in conduct (through Owner’s and its agents’ and representatives’ words, acts and deeds) that does not and shall not degrade or erode the reputation of Owner’s work or Owner Records, or Integrated’s ministry, reputation or business. If Owner (or any of Owner’s agents or representatives, or Artist) has committed, or shall commit, any act tending to bring Owner or Artist into public disrepute or if any act of Owner, its representatives or agents, or Artist creates adverse publicity which reflects unfavorably or negatively upon Integrated or Integrated’s reputation, service(s) or product(s), then, at Integrated’s sole determination and notwithstanding any other term in the Agreement (including these Terms), such act shall constitute a material breach hereunder and Integrated may terminate the Agreement immediately or suspend the Agreement until such time as Integrated determines in its sole discretion that Owner has restored Owner’s or Integrated’s reputation in a manner satisfactory to Integrated. Notwithstanding the foregoing, if the Agreement is in suspension for such reason, Integrated may terminate it at any time.
c. If, for any reason, Owner shall otherwise fail, refuse or be unable to perform Owner’s material obligations hereunder (including, without limitation, Owner’s refusal or failure to fulfill any requirements hereunder, or a breach of warranty or representation by Owner), Integrated shall have the right, in addition to all of its other rights and remedies at law or in equity to suspend the Term of the Agreement and its obligations hereunder, with or without written notice to Owner, or, if such failure, refusal or inability shall continue for longer than six (6) months, to terminate the Agreement by written notice to Owner. Any such suspension shall continue for the duration of any such failure, refusal or inability, and, unless Integrated notifies Owner to the contrary in writing, the then current Term hereof shall be automatically extended by the number of days which shall equal the total number of days of suspension plus thirty (30) days. During any such suspension Owner shall not provide Records or Masters of Artist for or to any party other than Integrated. The termination or expiration of the Term shall in no way affect the respective rights and obligations of Owner and Integrated with respect to the Agreement. In such event, the relevant provisions of the Agreement including these Terms (including without limitation, the warranties, covenants and representations by Owner) shall continue in full force and effect with respect thereto.
d. If Integrated is materially hampered in the administration and exploitation of the Albums or Masters under the Agreement, then, without limiting Integrated 's rights, Integrated shall have the option by giving Owner notice to suspend the Term for the duration of any such contingency. If a suspension imposed under this paragraph is by reason of an event affecting no music company except Integrated and it continues for more than ninety (90) days, Owner may, by written notice, request Integrated to terminate the suspension. If Integrated does not terminate the suspension within sixty (60) days after receipt of written notice from Owner, the Term will terminate at the end of that sixty (60) day period (or at such earlier time which Integrated may designate by notice to Owner), and all parties will be deemed to have fulfilled all of their obligations under the Agreement except those obligations which survive the end of the Term.
e. If, because of an act of God, accident, fire, lockout, strike or other labor dispute, riot or civil commotion, act of war, public enemy, enactment, rule, order or act of any government or governmental instrumentality (whether federal, state, local or foreign), pandemic, failure of technical facilities, failure or delay of transportation facilities, illness or incapacity of any performer or producer, or other cause of a similar or different nature not reasonably within our control, we are materially hampered in the distribution or sale of Records, or our normal business operations become commercially impractical, we shall have the option by giving you notice to suspend the Term of the Agreement for the duration of any such contingency.
14. Notices. All notices to either party under the Agreement shall be addressed to the other party at the address last provided. All notices (excluding accounting statements and payments) shall be in writing and shall be delivered by registered or certified mail or personal or expedited delivery (return receipt requested). The date of mailing by registered or certified mail or date of delivery shall be deemed the date of service (except in respect to notice of change of address, which shall be effective upon receipt). Contact information for Integrated is as follows:
Integrated Music Rights
c/o Music Administration
5030 Carothers Parkway, STE. 300
Franklin, TN 37067
15. Tax Withholding. Nothing in the Agreement or these Terms shall require Integrated to perform any act or pay any monies on your behalf, including any act or payment which would violate the laws, regulations, or judicial or administrative orders of any jurisdiction in the Territory. Integrated shall have the right to withhold from sums otherwise payable hereunder such amounts, if any, as required under the laws, regulations or judicial or administrative orders of any jurisdiction in the Territory, including, without limitation, all taxing authorities.
16. Assignment. The Agreement and these Terms shall be binding upon the parties hereto and their respective successors and assigns. Integrated may assign, license, or sub-license the Agreement and/or any of its related rights and/or obligations. Owner may not assign or transfer the Agreement or any of its related rights or obligations without the prior written permission of Integrated.
17. No Minimum Sales Warranty. Integrated has not made, and does not hereby make, any representation or warranty of any kind or nature with respect to the quantities of Records that may be sold or returned, or the proceeds that will or may be derived by Integrated or Owner pursuant to the Agreement or these Terms. Owner acknowledges and agrees that the extent of sales of Records hereunder, and the amount of proceeds that may be derived therefrom, is speculative.
18. Miscellaneous.
a. Nothing in the Agreement shall be construed to create a partnership or joint venture between Owner and Integrated. Neither party shall be responsible for the debts, liabilities, obligations, acts nor omissions of the other except as expressly set forth herein.
b. The parties to the Agreement are Christian organizations/individuals and believe that the Bible commands them to make every effort to live at peace and to resolve disputes with each other in private or within the Christian church (see Matthew 18:15-20; I Corinthians 6:1-8). As a result, the parties agree that, in the event of any dispute under or related to the Agreement, they shall first attempt to reconcile such dispute by biblically-based mediation with a mediator located in Nashville, Tennessee, and if necessary, by legally binding arbitration using Christian-based rules such as the rules associated with Christian arbitration. Judgment upon any award rendered in arbitration may be entered in any court having jurisdiction thereof. The fact of such mediation and Christian arbitration, and the negotiations and discussions held in connection therewith, shall remain confidential and shall not be communicated to any third party except the parties’ attorneys and accountants and witnesses who sign confidentiality agreements (except as provided by law or court order).
c. The Agreement (including these Terms) shall, regardless of the places of physical execution, be interpreted and construed according to and under the laws and statutes of the State of Tennessee applicable to agreements entered into and wholly to be performed therein without regard to conflict of law principles.
d. Owner has been represented by independent legal counsel or has had the unrestricted opportunity to be represented by independent legal counsel of Owner’s choice for purposes of advising Owner in connection with the negotiation and execution of the Agreement. If Owner has not been represented by independent legal counsel of Owner’s choice in connection with the Agreement, Owner acknowledges and agrees that Owner’s failure to be represented by independent legal counsel in connection with the Agreement was determined solely by Owner. Owner waives any claim or any defense to the full enforcement of the Agreement based upon the lack of independent, competent or experienced legal representation.
e. The parties agree that, together with the Agreement, these Terms represent the only agreement between the parties related to the subject matter, and that no prior representations, negotiations, or arrangements shall form any part of the Agreement save to the extent that they are set out herein. The Agreement (including these Terms) may not be modified, amended or in any way altered, nor may it be modified by custom and usage of trade or course of dealing except by an instrument signed by all the parties hereto, or unless notice of changes by Integrated are provided to Owner with reasonable notice and opportunity to object before such changes are effectuated.
f. If any provision of the Agreement or these Terms shall be declared invalid or unenforceable by a court with competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. No waiver of any provision of the Agreement or these Terms or of any default hereunder shall affect the waiving party's rights thereafter to enforce such provision or to exercise any right or remedy in the event of any other default, whether or not similar. Section headings are for reference only and in no way define, limit or determine the intent of the parties hereto or the meaning of any of the provisions hereof. Sections 1(e), 2(c)-(d), 7-12 and 14-18 of these Terms and Conditions shall survive expiration or termination of the Agreement.
g. Owner agrees to the alternative dispute resolution method set forth in these Terms and the Agreement. If such method is not available or the parties deem it too cumbersome, the parties agree to select another alternative dispute resolution. Owner specifically waives its rights to a jury trial and agrees to alternative dispute resolution mechanisms in any dispute with Integrated. Such alternative dispute resolution shall be confidential, including the fact of any mediation, arbitration, or other resolution method.
h. Owner agrees that these Terms and the Agreement are binding upon Owner and Artist and that these Terms form part of and are incorporated fully within the Agreement between Owner and Integrated.
Last modified on April 11, 2025.