Artist Agreement

This Artist Agreement (“Agreement”) is made between the individual identified in the “Artist Login” pages of the 512 Radio Web Site located at http://www.512radio.com (“Artist”) and 512 Studios, LLC, an Austin, Texas based company (“512″).

Whereas, 512 is committed to promoting music by and for artists and fans via the Internet, and the 512 Radio Web Site (the “Site”) offers artists the opportunity to promote their music and fans the opportunity to listen to music on the Site (collectively the “Services”).

Whereas, Artist desires to promote and sell his/her Materials (as that term is defined below) through the Services and by checking the box marked “I have read and agree to 512’s Artist Agreement” agrees to be bound by the terms and conditions of this Agreement.

In consideration of the mutual promises and upon the terms and conditions set forth below, the parties agree as follows:

Artist hereby grants to 512 Studios, LLC, and 512 Studios, LLC hereby accepts, the limited, royalty-free, nonexclusive right during the term of this Agreement to use, distribute, and display all names, biographical materials and likenesses, musical compositions, sound recordings, artwork, text, pictures, graphics, video, and all other materials submitted by Artist to 512 for use with the Services (collectively “Materials”), for the purpose of advertising and promoting 512 Radio Web Site and 512 Studios, LLC, and for other purposes of fulfilling its obligations under this Agreement.

Artist represents and warrants to 512 that Artist is familiar with the functionality of the Services, including aspects that allow users to listen and view the Materials on 512’s website(s) choice.

Artist shall be solely responsible for and shall hold 512 harmless from any and all obligations in connection with the use and exploitation of the Materials as contemplated in this Agreement, including, without limitation, licenses and payments related to copyright, patent and other intellectual property rights associated with file formats and file compression associated with the digital transmission and public performance of sound recordings and musical compositions via streaming and downloading.

In that regard, Artist hereby represents and warrants on a continuing basis that: (a) Artist owns or has secured all necessary rights to publish, reproduce, distribute, display, perform publicly, transmit, sell, promote or otherwise exploit the Materials and perform publicly the Materials and the underlying musical compositions, as contemplated in this Agreement; (b) Artist owns or has secured all rights necessary to allow 512 to perform the Services and exploit the Materials described in this Agreement and to exercise and fulfill 512’s rights and obligations hereunder; (c) Artists will comply with and make payment of any and all obligations it may have under third party agreements or the law, including, without limitation, artist royalties, producer royalties, union fees, mechanical royalties and public performance royalties for the Materials that arise from or in any way relate to the usage of the Materials as contemplated under this Agreement; and (d) the Materials do not and will not violate or infringe upon any right of any third party, including without limitation copyright, trademark and patent rights, rights of privacy or publicity, nor do they contain any libelous, slanderous, defamatory, offensive, obscene, pornographic or unlawful material, nor otherwise violate or infringe any other right of any person or entity.

Artist hereby further warrants and represents that Artist shall not use in connection with the Services any materials that: conflict with or violate any local, state, federal or international laws, the rights of third parties or infringe on rights held by third parties including, without limitation, trademarks, copyrights, patents, right of publicity and right of privacy; or may be libelous, slanderous, defamatory, offensive, obscene, pornographic or unlawful material, nor otherwise violate or infringe any other right of any person or entity, as determined in 512’s sole and absolute discretion.

If, at any time during the term of this Agreement, Artist uses in connection with the Services or 512 is aware that Artist has used or is using materials in connection with the Services that contain or are alleged to (i) contain any libelous, slanderous, defamatory, offensive, pornographic, or unlawful materials, (ii) violate any third party rights or (iii) be in violation of any local, state, federal or international laws (e.g. copyright, trademark, Children’s Online Privacy Protection Act), (collectively the “Non-Permissible Materials”) then without limiting any other rights or remedies it may have, 512 shall have the right, in its sole and absolute discretion, to cease the provision of the Services to Artist and terminate this Agreement.

Artist shall comply with all laws and regulations applicable to user data collection, data disclosure, and data use practices.

Artist shall and does hereby indemnify, save, defend and hold 512 and its owners, officers, directors, employees and agents harmless from any and all liabilities, obligations, losses, claims, damages, costs, charges or other expenses of any kind (including attorney’s fees and court costs) arising out of result from any breach or alleged breach or any claim by a third party which is inconsistent with any of the warranties, representations, covenants or agreements made by Artist in this Agreement.

This Agreement shall commence on the completion of the Artist login and acceptance by 512 and shall remain in force until either the Artist or 512 cancels this Agreement for any reason or purpose upon written notice to the non-terminating party.

This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous or contemporaneous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. All of the recitals to this Agreement are hereby deemed part of this Agreement. This Agreement may not be altered, modified, amended, changed, rescinded or discharged in whole or in part, except by written agreement executed by Artist and 512. For purposes of this provision, execution is intended to include email correspondence between Artist and 512.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas applicable to agreements made and to be wholly performed therein, without regard to its conflicts of law principles. The venue for any action, suit or proceeding arising from or based upon this Agreement shall be the appropriate state and federal courts located in the county of Travis in the State of Texas. Accordingly, the parties agree that any action, suit or proceeding arising from or based on this Agreement shall be commenced in and determined by those appropriate federal and state courts located in said state and county. If any provision of this Agreement shall for any reason be held invalid or unenforceable by a court of competent jurisdiction, all other provisions shall continue in full force and effect. No waiver of any provision of or default under this Agreement shall affect 512’s right thereafter to enforce such provision or to exercise any right or remedy in the event of any other similar or dissimilar default. If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes, provided that the party claiming force majeure has taken all reasonable measures to avoid such causes. The rights and remedies of 512 as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to it in law or in equity. Except for indemnification obligations hereunder, neither party hereto will be liable for consequential, exemplary, special, incidental or punitive damages under any circumstances. 512 shall not be liable to Artist or any third parties for any damages or losses sustained, directly or indirectly, if the secured portion of the Services is accessed by a third party. 512’s liability to Artist for any and all matters related to this Agreement shall not exceed the total amounts paid by Artist to 512 hereunder. All provisions of this Agreement related to Artist’s warranties, proprietary rights, indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement. Sections relating to Artist’s representations, warranties, and duty to indemnify shall survive the expiration or termination of this Agreement.

Artist agrees and acknowledges that Artist has read this Agreement and by checking the box marked “I have read and agree to 512’s Artist Agreement” agrees to be bound thereby and agrees that this Agreement creates a binding contract obligation enforceable in accordance with its terms.

512 respects visitors to and the users of our site and the 512 Radio Web Site and their privacy. We respect the trust our users and other visitors have in us. Therefore, this online Privacy Policy tells you about the information 512 collects through the features and services available on 512.com (the “Site”), and how we use that information.

By using our services and accessing our Site, you are consenting to the information collection and use practices described in this Privacy Policy, as modified from time to time by us.

If we decide to change our Privacy Policy, we will post a new policy on our Site and change the date at the top of the policy. Therefore, we encourage you to check the date of our Privacy Policy whenever you visit this Site for any updates or changes. 
Please see our Terms and Conditions of Use (the “Site Terms”) for a more detailed legal explanation of our general online policies. If any conflict exists between the Site Terms and our Privacy Policy, the Site Terms shall prevail.

Information About You
The following details the types of information we collect and how we use it.

We collect several types of information on our Site. We do not knowingly collect, however, any information from children under 13 years of age, nor are our services designed for use by children under 13.

We collect, store, and will share with artists whose sound recordings are included in our services “Personally Identifiable Information,” which generally means information that can be used to identify you individually, such as your name, your postal mailing address, your electronic mail address, your phone number, your postal code, and information about your music preferences.

Registration with 512 and Transactional Data

When you register on our Site, you are required to submit an e-mail address (which is your User ID for the Site), password and additional personal information. We also collect and store access information related to your account.
We use your e-mail address to provide you a link to the music you download. By providing your e-mail address to us, you agree that we may, from time to time, contact you by e-mail. If you do not wish to receive such e-mails you will have the ability to opt-out.

We do not use your email address or other Personally Identifiable Information to send commercial or marketing messages without your consent or except as part of a specific program or feature for which you will have the ability to opt-in or opt-out.

We may, however, use your email address without further consent for non-marketing or administrative purposes such as notifying you of major Site changes or for customer service purposes.

Security

512 takes commercially reasonable precautions to safeguard your information against theft and misuse, as well as unauthorized access, disclosure, alteration, and destruction.

If you have any questions about our Privacy Policy or our use of your information you can e-mail us at artists@512radio.com.

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