Heapsong1 'Sounds' Terms & Conditions

If you would like me, Imogen Heap, to consider using your Sound then we need to have an agreement. This agreement is separate from and different in certain ways to your Agreement with SOUNDCLOUD. The agreement will be with Megaphoinc Limited which is my trading company.

I wish to use Sounds provided as part of one or more recordings and I wish to edit and adapt the Sounds you supply as part of this process. I also wish to use (and allow others to use) the resulting recordings for commercial purposes. These commercial purposes would include (but are not limited to) internet uses such as selling the recording as a download and streaming the recording; using the recordings on CD, vinyl and other physical formats; broadcasting the recording on radio and TV and using the recording in TV programmes, Films, computer games and advertisements.

You must have recorded the Sound and if the Sound is made by a person other than you (someone singing or talking for example) then that other person must also enter this agreement. If the Sound is of someone singing or reciting poetry then you would also need the writer of the song or poem to enter this agreement. All of these people have rights that could be infringed by you providing the Sound and its use be me.

Your Sound must be provided prior to Saturday 19th March, 2011 to be considered for inclusion.

By ticking the box on the Soundcloud upload page you accept the following terms and conditions:

ACCEPTANCE OF TERMS AND CONDITIONS

1.1

You acknowledge and agree that the following Terms of Use constitute a legally binding agreement (hereinafter the “Agreement”) between you (hereinafter the “PROVIDER”) and Megaphonic Limited (hereinafter “MEGAPHONIC”) in relation to the supply by you of Sounds through the SOUNDCLOUD Website (hereinafter “Website”) and the subsequent uses of those Sounds. You represent and warrant to MEGAPHONIC that you have read and understood the Terms of Use, and that you have the legal capacity to enter into this Agreement.

1.2

MEGAPHONIC reserves the right to change, alter, replace or otherwise modify these Terms of Use at any time. The date of last modification is noted at the end of the Terms of Use. It is the PROVIDER’s responsibility to check the Terms of Use from time to time for updates.

1.3

MEGAPHONIC PARTY means MEGAPHONIC, MEGAPHONIC’s successors and assigns, Imogen Heap and the respective licensees of each of the foregoing.

SOUNDCLOUD ACCOUNT

2.1

In providing Sounds for Megaphonic’s use through the Website you agree to comply with all terms of your user agreement with Soundcloud (“User Agreement”) and the terms of this Agreement shall survive any termination by you or Soundcloud of the User Agreement.

2.2

In the event of any inconsistency between this Agreement and the User Agreement this Agreement will have precedence.

USER GENERATED CONTENT

3.1

PROVIDER has supplied through the Website one or more Sounds for use and exploitation by Megaphonic Limited. Megaphonic does not agree to make use of any Sound provided.

3.2

For the purpose of this Agreement “Sound” shall mean the recording of the Sound and the actual sound or sounds embodied in the recording supplied by PROVIDER through the Website.

3.2

PROVIDER agrees that Megaphonic may edit, adapt, rework or otherwise change any Sound in its absolute discretion.

3.3

PROVIDER acknowledges that each Sound provided to Megaphonic through the Website may be protected by copyrights, trademarks, service marks, patents or other intellectual property rights and laws. PROVIDER must not upload, display, send, transmit or otherwise make available any Sound in which PROVIDER does not have all appropriate rights to do so. Unauthorized copying, distribution, modification, display, public performance or other unauthorized use of copyrighted works by PROVIDER may constitute an infringement of the copyright holders' rights and may result in civil litigation and criminal prosecution.

 

REPRESENTATIONS AND WARRANTIES

4.1

PROVIDER represents and warrants to MEGAPHONIC that:

(a) each Sound supplied by PROVIDER does not and shall not violate the rights of any third party, including, but not limited to, copyrights, performer’s rights, moral rights, trademark rights and/or any other intellectual property rights;

(b) each Sound supplied by PROVIDER does not and shall not create any liability for MEGAPHONIC, its successors and assigns and their respective licensees;

(c) each Sound supplied by PROVIDER is an original work by PROVIDER and PROVIDER has all necessary rights, licenses, consents and permissions to use, and
to authorize MEGAPHONIC to use, any and all copyrights, performance rights or other intellectual property rights in and to PROVIDER’s Sounds in order to use the Sounds as contemplated herein;

(d) PROVIDER has any and all necessary licenses and consents for any and all performances and copyright works recorded as part of a Sound.

GRANT OF LICENSE

5.1

MEGAPHONIC rights in the PROVIDER’s Sounds are non-exclusive. After posting a Sound on or through the Website, PROVIDER shall retain any rights that PROVIDER has in a Sound but subject to the license MEGAPHONIC requires so that it can use and exploit the Sounds:

5.2

By posting a Sound to the Website, PROVIDER grants MEGAPHONIC, its successors, licensees and assigns and each of their respective licensees an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid up, license to adapt, use, copy, transmit, broadcast, make available or otherwise distribute, publicly perform, digitally perform and/or otherwise use any Sound in any medium and in any manner now or hereafter known (including in conjunction with visual images and films) without any payment to you (or any third party) of any nature.

5.3

For the avoidance of doubt this license grants MEGAPHONIC the right to sell and otherwise commercially exploit a Sound in any medium and in any manner now or hereafter known, under any artist names, trademarks, trade names and labels.

5.4

For the avoidance of doubt this license may not be revoked or otherwise terminated by PROVIDER.

INDEMNIFICATION

6.1

PROVIDER agrees to indemnify, defend and hold harmless MEGAPHONIC, its successors, licensees and assigns and the licensors of each, and their respective, affiliates, vendors, distributors from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:

(a) any breach of this Agreement;

(b) any use of a Sound supplied by PROVIDER or by any other person or third party under these terms of use, including, but not limited to, any third party claim of
infringement of a copyright or other intellectual property right or invasion of privacy.

6.2

PROVIDER irrevocably waives the right to assert any claim against MEGAPHONIC or any MEGAPHONIC PARTY in relation to the use of Sound, including, but not limited to any claim arising from, copyright, performer’s rights, moral rights and trademarks.

ASSIGNMENT OF RIGHTS AND DUTIES TO THIRD PARTIES

7.1

MEGAPHONIC and any MEGAPHONIC PARTY may assign the rights granted under this Agreement, in part or in whole, to any third party at any time without notice.

SEVERABILITY CLAUSE

Should one or more provision of this Agreement be unlawful, void, or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and enforceability of the remaining provisions of the Agreement and the remainder of the Agreement will thus remain in full force and effect.

Entire Agreement

This Agreement constitutes the entire agreement between MEGAPHONIC and PROVIDER , and supersedes any prior agreement between MEGAPHONIC and PROVIDER.