This agreement describes the legal relationship between you (an individual artist, or, in the case where you are involved with a musical group or band, an individual acting as the legal representative of your musical group or band) and Step 2 The Mic Inc. (referred to as “we” or “us” or “Step 2 The Mic”). By appearing at any Step 2 The Mic audition or performing compositions ( “Compositions”) contest or talent show ( “Show”), or by submitting sound recordings, musical works and/or other material (such as pictures, videos, song lyrics, etc; collectively “Standard Program Material”) to Step 2 The Mic, it’s successors, assigns, agents, distributors and licensees, you explicitly confirm that you have read, understood, and agreed to the following agreement:
RELEASE
You hereby grants to us and to our licensees, assignees, and other successors-in-in¬terest all rights of every kind and character what¬soever in and to your performance, appearance, name and/or voice and the results and proceeds thereof (the “Performance”) in con¬nection with a television or film program to be produced by us (the “Program”), and you hereby authorize us to photograph and record (on film, tape, or otherwise), the Per¬formance; to edit same at its discretion and to include it with the performance of others and with sound effects, special effects and music; to incorporate same into the Program or other pro¬gram or not; to use and to license others to use such recordings and photographs in any manner or media whatsoever, including without limitation unrestricted use for purposes of publicity, adver¬tising and sales promotion; and to use your name, likeness, voice, biographic or other information concerning you in connection with the Program, commercial tie-ups, merchandising, and for any other purpose. You further acknowledge that we own all rights to the results and proceeds of your services rendered in connec¬tion herewith. Furthermore, you irrevocably waive any and all moral rights to the extent that they may be waived, including without limitation, the rights of integrity, attribution and association, to which you are now or may later become entitled in any part of the world, and grant any additional rights under the Canadian Copyright Act (and any amendment or re-enactment thereof) (the "Act") and under all similar or other laws in any part of the world that may create rights in your performance on the Show, including without limitation any and all personality and privacy rights, to enable us to make fullest use of the Show without restriction.
LICENSE
You hereby grant to us, and by the act of auditioning for or performing Compositions in the Show, or in delivering Standard Program Material to us, a nonexclusive, worldwide, royalty-free license for the Term of this Agreement to: (a) perform publicly, either for profit or non-profit, and to authorize others to so perform the Standard Program Material(s) and Composition(s) in synchronization or timed relationship to the Program and trailers thereof, throughout the universe in perpetuity in any media now known or hereinafter devised; (b) use the Standard Program Material(s) and Composition(s), to make and/or use arrangements thereof, and to use the title thereof, in the manufacture and sale of parts of instruments serving to reproduce the Standard Program Material(s) and Composition(s), including sound recordings in all forms, whether now or hereafter devised or discovered throughout the universe and you hereby unconditionally and irrevocably waive the benefit of any provision of law known as "moral rights" prevailing now or in the future in any part of the world, to the extent it may be waived, and all mechanical royalties for such uses are waived by you; (c) reproduce, distribute, publicly perform, publicly display and digitally perform the Standard Program Material(s) and Composition(s) in whole or in part (including the right to create compilations which include your songs; (d) create and use samples of the Standard Program Material(s) and Composition(s) solely for the purpose of demonstrating or promoting our or your products or services; (e) use any trademarks, service marks or trade names incorporated in the Standard Program Material(s) and Composition(s) in connection with your material; (f) use the name and likeness of any individuals represented in the Standard Program Material(s) and Composition(s); and (g) dub your voice in any language.
TERM
The term of this Agreement shall commence upon execution of the Agreement and shall remain in full force and effect for the duration of all copyrights in the Standard Program Material(s) and Composition(s), including but not limited to any renewals and extensions without us having to pay any additional consideration thereof.
PUBLICITY
(a) Any publicity, paid advertisements, press notices or other information with respect to the Program will be under the sole control of Step 2 The Mic. Therefore, you, your agents or representatives, or any of them, will not issue or consent to and/or authorize any person or entity to release such information without the express prior written approval of us. Any violation of this paragraph shall be considered a material breach of this agreement. (b) You hereby grant us the right during the Term of this Agreement, to issue and authorize publicity, paid advertisements, press notices and other information concerning you.
RIGHTS
You will own 100% of all worldwide music publishing rights for the Standard Program Material(s) and Composition(s).
ARTISTIC CONTROL
We maintain all artistic control over the Program throughout the entire course of the production.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that: (a) you are between the ages of 16 and 30 as of February 1, 2006, and are a Canadian citizen, permanent resident of Canada or Aboriginal who permanently resides within the territorial boundaries of Canada; (b) you are legally able to work in Canada and do not have a criminal record or pending criminal charges that may interfere with your ability to travel freely around the world; (c) the Material is your or your group or band’s own original work, and contains no sampled material; (d) you have full right and power to enter into and perform this agreement, and have secured all third party consents necessary to enter into this agreement; (e) the Material does not and will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights; (f) the Material does not and will not violate any law, statute, ordinance or regulation; (g) the Material is not and will not be defamatory, trade libelous, pornographic or obscene; (h) the Material does not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data; (i) you have not and will not enter into any commercial or other sponsorship agreement or arrangement with any person, firm or company in respect of your appearance in the Show, save and except as directed by Step 2 The Mic; and (j) all factual assertions that you have made and will make to us are true and complete. The term “Material” means all material that you submit to us, including Standard Program Material, Sample Songs, Collateral Material, and Compositions as applicable.
INDEMNIFICATION
(a) You hereby agree to indemnify and hold us harmless and our successors, transferees, assignees and licensees, and the respective agents from and against any and all damages, costs, expenses, liabilities, claims and causes of action in any way arising by reason of the breach by you of any warranty or representation hereunder or any other provision in this Agreement, including, without limitation, reasonable outside attorneys fees and costs in the defense and disposition of such matters, and any claim for any compensation by you. We shall defend and indemnify you from and against all judgments, damages, costs and expenses, including reasonable outside legal fees and court costs, arising out of material assigned and/or supplied to you by us, material altered or added by us, and/or our development, production, distribution or exploitation of any film produced hereunder. (b) The Standard Program Material(s) and the Composition(s) and the rights herein granted to us are of a unique character of such value that the loss of the Standard Program Material(s) and the Composition(s) could not adequately be compensated in damages in an action at law, and a breach by you of any material provision hereunder will cause irreparable injury. You, therefore, expressly agree that we shall be entitled to seek equitable relief by way of a temporary restraining order, specific performance, preliminary or permanent injunction or otherwise to prevent the breach of this Agreement and to secure its enforcement. (c) Your sole right as to any breach or alleged breach by us shall be the recovery of money damages, and the rights herein granted by you shall not terminate by reason of such breach or alleged breach. Step 2 The Mic shall not be liable to you or your legal representative for any loss or damage or injury to you or your property caused by or suffered during or in connection with your taking part in the Show, including without limitation, as a result of personal injury, invasion of privacy, libel, defamation or infringement of copyright, unless caused by the negligence of Step 2 The Mic and recoverable on that ground following judgment of a competent court of final judgment.
NO OBLIGATION
We do not represent or warrant any obligation to make the Program, release the Program or use the Standard Program Material(s) and the Composition(s) in the Program or elsewhere.
NO AUTHORITY TO BIND
You have no authority to bind us in any third party agreements or any other agreements unless a prior agreement has been made with us in writing.
VOLUNTARY AGREEMENT
You represent and warrant that you have entered into this Agreement freely and voluntarily without any duress, coercion or undue influence.
CHOICE OF LAW AND SUBMISSION TO JURISDICTION
This Agreement shall be governed by the applicable laws of the Province of Ontario and the federal laws of Ontario. Step 2 The Mic and you hereby submit and consent to the jurisdiction of the provincial courts located in the Province of Ontario and stipulate that such courts are convenient for the resolution of any disputes relating to this Agreement or the formation, interpretation or breach hereof.
NOTICES
Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or seven (7) days after being sent by first-class registered or certified mail, return receipt requested, to the party for which intended at its or his or her address set forth in this Agreement or to such other address as either party may hereafter specify by similar notice to the other. If the date for the exercise of an option or a date on which a notice must be received falls on a weekend or a legal holiday, the date shall be deemed extended through the close of the next business day thereafter.
AMBIGUITIES
This Agreement shall be deemed to have been drafted by all the parties hereto, since all parties had the opportunity to review and agree thereto and no ambiguity shall be resolved against any party by virtue of its participation in drafting of this Agreement.
AMENDMENT
No amendment, modification, extension, release, discharge or waiver of this Agreement, or of any provision hereof, shall be valid or binding unless in writing signed, in the case of us, by a duly authorized officer of Step 2 The Mic, or in the case of you, by you. No oral agreement shall be binding on us unless and until reduced to writing and signed by a duly authorized officer of Step 2 The Mic.
COMMENCEMENT OF AGREEMENT
This Agreement shall commence upon the date of execution, and all parties intend to be bound throughout the Term of the Agreement.
DISCLAIMER
You expressly agree that use of the Step2The Mic.com website and related services are at your sole risk. The website, materials and related services are provided on an “as is” and “as available” basis. Step 2 The Mic makes no representations or warranties with regard to the website or any materials therein, whether express or implied, arising by law or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade. In addition, Step 2 The Mic makes no representation that the operation of the website will be uninterrupted or error-free. Step 2 The Mic will not be liable for the consequences of any interruptions or errors on the website. It is your responsibility to evaluate the accuracy, completeness or usefulness of any opinion, advice, information or other content or materials provided in connection with or otherwise available through the website. Please seek the advice of professionals, as appropriate, regarding the evaluation of any such opinion, advice, information or other content. Under no circumstance will Step 2 The Mic be liable for any loss or damage caused by your reliance on information obtained through the website, other than as required under applicable consumer-protection law. Some jurisdictions do not allow the disclaimer of certain warranties or limitation of certain types of damages, so some of the above disclaimer may not apply to you and nothing contained herein should be construed as excluding or limiting any liability beyond what is permitted under applicable law.
CONFIDENCE
You agree not to disclose to any third party (other than your professional advisors) any information relating to the Show or the affairs of Step 2 The Mic (or any assigned company) that may come to your knowledge during or in connection with your participation in the Program.
ENTIRE AGREEMENT
This Agreement cancels and supersedes all prior negotiations and understandings between Step 2 The Mic, and you relating hereto. No officer, employee or representative of Step 2 The Mic has any authority or make any representation or promise not contained in this Agreement and you expressly represent and warrant that you have not executed this Agreement in reliance on any such representation or promise. Should any provision of this agreement be invalidated for any reason, such invalidation shall have no effect on the remainder of the Agreement and the Agreement shall remain in full force and effect.
TERMS AND CONDITIONS.
The ‘Terms And Conditions of Web Site Use’ as found online at http://www.Step2TheMic.com/registration.asp apply. From time to time, we may change this agreement. When such modification is made, we will post a revised version of this agreement on the Website. Modifications will be effective when they are posted. We are not required to provide you with notification that any such modification has been made.
