YOU MUST AGREE TO THE TERMS OF THIS RELEASE BEFORE UPLOADING ANY CONTENT OR PROVIDING ANY INFORMATION TO THIS WEBSITE. IF YOU DO NOT AGREE TO THE TERMS OF THIS RELEASE, YOU WILL NOT BE PERMITTED TO UPLOAD CONTENT TO THE WEBSITE. **
You, on behalf of your band or musical group (“Band” or “You”), are providing to Royal Avenue Music, LLC d/b/a Pick the Band (“Company”) certain media that contains graphics, images, text, music, sound and video recordings, photographs and related materials and content (collectively, “Your Content”). Before doing so, you must read and accept the terms of the following Release. Your assent to the terms of this Release can be manifested in any manner indicating your acceptance, including but not limited to clicking on the “I Accept” link below, or by uploading any content to the Website. In full and complete consideration of Company possibly including the Band as a contestant and/or participant in the Website, and without any further consideration due from Company or any third party, you hereby agree to the following:
1. LICENSE GRANT. You hereby grant to Company, its successors, licensees and assigns (collectively, “Company”), an irrevocable, perpetual, non-exclusive, worldwide right to use Your Content (including any and all appearances, likenesses, voices, biographical data, and images contained in or comprising the Content) in connection with the Website in any manner deemed appropriate in the sole and exclusive discretion of Company, and through all mediums (i.e., Web, mobile, optical disk, etc.) now known or that may be created in the future.
2. WAIVER. You hereby waive any right you may have to inspect or approve the use of Your Content in all cases. You hereby waive in favor of Company all rights of publicity and moral rights with respect to Your Content in connection with the Website. You understand and agree that the grant of rights to Company, and the waivers described herein, shall not entitle you or any other person to any compensation or thing of value whatsoever. All media and/or files containing Your Content submitted to the Website becomes the property of the Website, and shall not be returned to you. However, Company agrees that based on this release, You have not assigned any intellectual property rights in or to Your Content. This includes any and all trademarks, copyrights or publishing rights associated with Your Content.
3. EXERCISE OF RIGHTS. Company shall be permitted, but shall not be obligated, now and forever, to exercise its rights described in this Release in and through any and all forms of marketing and media, whether now known or hereinafter devised, including without limitation, motion pictures, television, radio, Web-based mediums, and print-based mediums.
4. NO ENCUMBRANCES. You understand that if you are asked to participate in any additional rounds of auditions or participate further in Website-sponsored activities, you will be required to demonstrate, to the satisfaction of Company, that you are not a party to any agreement with a talent agency or manager, or a party to a music recording contract, or any other agreement that grants any third party the right to use your likeness, appearance, voice, or image on an exclusive basis. You may also be required to agree to additional terms and conditions that govern the relationship between you and the Company with regard to the management of the Band, and the further publications and dissemination of your musical compositions.
5. PUBLIC EXPOSURE. You understand and agree that as part of your participation in the Website, either you, the Website, or third parties may reveal information about you that is personal or potentially embarrassing, and that your participation may expose you to public scrutiny and commentary. You hereby agree to hold Company harmless from any and all incidents, claims, and occurrences arising from or relating to the public’s viewing of Your Content, as well as Company’s use of Your Content, in part or in whole, as described in this Release.
6. NO INDUCEMENTS. You agree to follow all of Company’s rules with regard to the Website, which rules are subject to change at Company’s sole and exclusive discretion. You agree to accept Company’s decision as to whether You are selected to participate in the Website, and You acknowledge that You have not been made any promises or offered any inducements to (i) grant the rights to Company as described in this Release, or (ii) participate in or at the Website. If the Company elects, in its sole discretion, to place You on the Website as a participant or contestant, You agree that Company may remove you or disqualify you from participation on the Website at any time in the Company’s sole and absolute discretion.
7. AGE. All members of the Band are above the age of eighteen and agree to provide to Company satisfactory proof of age if requested to do so.
8. HOLD HARMLESS. You hereby release, discharge and hold harmless the Company and any third party to whom Company provides Your Content (collectively, “Released Parties”), from any and all liability, claims, causes of action, fees and expenses arising from or in any way related to (i) the rights granted to Company in this Release, or (ii) the Band’s participation in or at the Website, and You agree that You shall not have any right to injunctive or equitable relief against any of the Released Parties in connection with the Website.
9. WARRANTIES. You warrant that You have the full and complete power and authority to enter into this Release on behalf of all members of the Band. In the event that you or any member of the Band is a member of any performing arts guild (e.g., SAG), you agree that the Band’s appearance on the Website, if any, shall not be deemed to be a performance under any collective bargaining agreement.
10. PARTICIPATION. You understand and agree that the Website is a fan-driven website, and if the Band is selected to participate in any contest or event at the Website (“Contest”), the Band will consider the direction and advice provided by the majority of visitors who participate in the Website (collectively, the “Fans”), which direction and advice may include suggestions related to song selection, physical appearance(s), group logo/design, and other substantive or promotional areas. The Band is not obligated to follow such advice or direction from the Fans; however, the Band is strongly encouraged to do so. At no time will the Band be asked or required to engage in any activity that violates any federal, state or local law or ordinance.
11. FURTHER AGREEMENTS; EXCLUSIVITY.
a. You agree that if the Band is selected by the Fans as the winner of a Contest, the Company shall have a forty-five (45) day option period (“Option Period”) commencing after the end of a Contest, during which time the Company may request that the Band enter into one or more additional agreements with the Company (“Additional Agreements”), which Additional Agreements may provide, in Company’s sole and exclusive discretion, that Company will acquire the exclusive right to provide exclusive services to the Band (including but not limited to record label and/or management services) for a period of time not to exceed five (5) years. Such Additional Agreements may also require the Band to use a particular third party producer/manager, and the Band hereby acknowledges that such requirements are fair and supported by adequate consideration under this Release.
b. The decision to enter into Additional Agreements shall rest solely and exclusively with the Company. The Company does not warrant or guarantee that the Company will enter into any Additional Agreements with the Band, or promote or represent the Band in any particular manner.
c. If the Company declines to enter into an Additional Agreement with the Band, then at the end of the Option Period, the Band shall not have any Company-imposed restrictions whatsoever on its management, agency or activities thereafter.
12. REPRESENTATIONS. You warrant and represent that you are the owner and/or licensor of Your Content, and Your Content does not violate the intellectual property or privacy rights of any third party. You further warrant that all persons who appear in Your Content (i) knowingly and voluntarily appear in Your Content, and have signed or will sign releases permitting you and Company to use and display their appearances and likenesses in Your Content, and (ii) to the best of your knowledge, there are no restrictions on the use or dissemination of Your Content to any extent. You agree to provide the Company with any additional documentation that the Company may require of you to ensure your compliance with the terms of this Release.
13. TERMINATION. It is acknowledged and agreed that the Company shall have the right, but not the obligation, to terminate this Release or any portion or part thereof leaving the balance of the Agreement intact, in the event that the Band fails to comply strictly with the terms and conditions of this Release. In the event that litigation is required to enforce the terms of this Release, the prevailing party in such litigation shall be entitled to receive an award of the costs and fees (including reasonable attorneys’ fees) it incurred in such litigation.
14. GOVERNING LAW; VENUE. You agree that this Release shall be deemed entered into in the State of Florida, and that it shall be governed by the laws of the State of Florida, U.S.A. You further agree that the sole and exclusive venue for all issues, claims, controversies or causes of action arising from or related to this Release shall exist in the state courts of Broward County, Florida or, where appropriate, the federal courts located in the Southern District of Florida.