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Submissions Agreement

Music Pro's Hollywood Submissions Agreement
 

MUSIC PROS HOLLYWOOD SUBMISSION AND EVALUATION AGREEMENT



Thank you for your interest in seeking our expertise and advice regarding your musical content, including with respect to musical compositions, recordings, video performances, and/or image related materials (collectively "Your Content") through our website ("Site").  To be eligible for our consideration and review of Your Content, you must fulfill all of the following requirements:

A.     You must be at least eighteen (18) years of age or you must possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement.  In any event you must not be under the age of thirteen (13).  

B.     You must provide us with Your Content in a format or formats set forth in the requirements applicable to the category or categories that you elect for submission and review (herein each an "Evaluation Category").

C.     You must own or control the rights to each item of Your Content or have the permission to submit Your Content to us under each and every Evaluation Category.

D.     You must pay the fees applicable to each Evaluation Category in accordance with the policies applicable thereto which are contained herein or otherwise available in those areas of the Site where payment information is provided.

E.      You must give us your correct contact information so we can provide you with our evaluations and any notices hereunder (or in the case of a group, you must give us the contact information of an individual who is authorized to submit Your Content on behalf of your group). For the purposes of entering into the Agreement below, only one individual shall become a party to the Agreement.

F.      You must read this Agreement carefully and, where indicated below, click on the "I AGREE" button if you agree with the terms and conditions of this Agreement. If you do not agree then simply click on the "NO THANKS" button and continue on to the rest of the site to check out our latest features. Note that we may modify this Agreement from time to time as further described below. The "Effective Date" of this Agreement is the date on which you click on the "I AGREE" button.

This Agreement sets forth the legal relationship between you and us Music Pros –Hollywood LLC. located at 2934 Beverly Glen Cir. Ste. 712, Bel Air, CA. 90077 in respect of the following:

1.      Submission and Evaluation.  You are submitting to us each item of Your Content for our use in connection with our provision of services including, without limitation, our provision of advice, opinions, statements, suggestions, comments, critiques and reviews ("Our Evaluations"), pursuant to and in accordance with the terms applicable to each Evaluation Category and as otherwise provided herein.  We may refuse or decline to accept any item of Your Content for any reason.  

2.      Other Limited Uses of Your Content on Site.  We may elect, in our sole discretion, to display on the Site or otherwise allow users of the Site to access to Your Content, in whole or in part for the purposes of, for example, displaying Your Content to describe or detail the nature of the services we provide to users on the Site or to "showcase" certain users on the Site for promotional purposes. In that connection, you hereby grant us a non-exclusive worldwide, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, modify, display, and perform the Your Content in whole or in part, in or in connection with the Site as provided herein.  For the avoidance of doubt, Your Content shall only be available in streaming media formats to users of the Site and we shall not offer for sale or otherwise distribute Your Content as permanent downloads, unless expressly authorized by you.  Your grant of rights hereunder shall in no way be construed as an obligation of us to display or otherwise use any item of Your Content on the Site.  The foregoing license granted by you may be terminated by you at any time upon our receipt of written notice sent via email to admin@musicproshollywood.com.  We will remove Your Content as soon as reasonably practicable following our receipt of such notice.   

3.      Ownership of Your Content.  For the avoidance of doubt, and subject to our rights hereunder, as between you and us, you shall retain all the rights to each item of Your Content that you submit to us hereunder.

4.      No Compensation.  You acknowledge and agree that with respect to your submitting to us Your Content for our review and other permitted uses hereunder, we have no intent to compensate you in any way and that you have no expectation of any compensation.

5.      No Return of Copies.  We are not able to return to you any copies of Your Content submitted by you and you agree that you have and shall at all times retain at least one copy of each item of Your Content and do hereby release us from any and all liability for loss or other damage to any copies of Your Content.

6.      Fees and Payments.  As a condition to our provision of services to you, you shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred.  All fees and charges shall be billed to and paid for by you in accordance with any then-current payment policies. You shall pay all applicable taxes, if any, relating to our provision of services through your account.  A schedule of all such current fees, charges, and/or payment policies is available by clicking here.  We reserve the right at any time to modify or change such fees or to charge additional fees for our services, provided that we agree to obtain your prior agreement to pay such charges in the event that any such changes occur after you have placed an order but prior to our provision of services. Thus, in such event, we will give you advance notice of such change of fees and the opportunity to cancel your account pursuant to applicable policies, if any, before such charges are imposed. All new fees, if any, will be posted here. and in other appropriate locations on the Site.

7.      Similar or Identical Material.  You acknowledge that we have and will be receiving a large amount of submitted material.  You further acknowledge that we have had, and will have access to and/or may independently create, or may have created, materials that are similar and/or identical to Your Content submitted to us hereunder in whole or in part.  Accordingly, you hereby expressly agree that you shall not be entitled to any compensation by reason of any use by us of such similar or identical materials and you further agree to waive and release us from any and all claims, liabilities, damages, costs and expenses that you may allege against us and our successors, assigns, agents, managers, affiliates and licensees by reason of us having access to Your Content and such similar or identical materials.

8.      Warranty Disclaimer and Limitation of Liability.  You acknowledge and agree that Our Evaluations are provided to you for informational purposes only and further for your personal use only.  In that connection, we do not make any guarantee as to the accuracy or completeness of Our Evaluations nor do we promise that you will obtain any specific result if you follow any information contained in Our Evaluations.  As such, we accept no liability for the information contained in Our Evaluations, or for the consequences of any actions taken on the basis of the information provided therein.          

9.      Warranties and Representations.  You hereby represent and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to authorize the submission of Your Content to us and to authorize our use of Your Content as permitted hereunder; (ii) you are under no disability, restriction, prohibition, whether contractual or otherwise, with respect to your right to enter into and fully perform this Agreement; (iii) all material contained in each item of Your Content does not infringe upon the rights of any third parties.

10.  Indemnification.  You agree to indemnify and hold us and our successors, assigns, agents, managers, affiliates and licensees harmless against any claim, liability, cost and expense (including reasonable attorneys’ fees and legal costs) in connection with any claim that is inconsistent with any agreement, covenant, representation or warranty made by you hereunder. We shall provide you with notice of any such claim to which the foregoing indemnity applies, and you shall have the right, at your sole expense, to appoint appropriate lawyers to participate in the defense thereof, provided, that at all times our counsel shall administer our defense. 

11.  Right to Assign.  We shall have the right, at our election, to assign any of our rights or obligations hereunder, in whole or in part, to any successors, assigns, parents, affiliates, subsidiaries or other related entities and, to the extent of such assignment, we shall thereafter be relieved of our obligations hereunder. 

12.  Notices.  Unless otherwise provided herein, all notices to be given by either party hereunder shall be in writing and shall be delivered by hand or by United States certified mail, postage prepaid, return receipt requested, to the address of each party as provided hereunder until notice of a new address shall be duly given, except that notices to be given to us shall include a copy to Milton E. Olin, Jr., Esq., Altschul & Olin, LLP, 16133 Ventura Blvd., Suite 1270, Encino, CA 91436.

13.  Legal Counsel.  You acknowledge that you have read and understand this Agreement and that you have had sufficient time and reasonable opportunity to consult with independent legal counsel prior to the execution of this Agreement or that you have waived your option to seek such legal consultation and that this Agreement is executed voluntarily and without duress or any undue influence on the part of any other person, firm or entity.

14.  Modification & Termination.  We reserve the right, in our sole discretion, to change, modify, add or remove all or part of this Agreement.  Notice of any amendments and/or modifications shall be sent to you by email prior to their effective date.  In the event that you do not consent to any such amendments and/or modifications, then you shall have the right cancel your account, pursuant to the applicable policies, if any.  We shall have the right to terminate this Agreement (and cancel your account) for any reason, including, without limitation, your failure to fulfill any of the requirements of this Agreement.

15.  Miscellaneous.  Nothing herein contained shall constitute a partnership or a joint venture between you and us and neither party shall hold itself out contrary to the terms of this paragraph.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of California applicable to agreements entered into and wholly performed in said State without regard to any conflict of laws principles. 



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