THIS ARTIST AGREEMENT (the “Artist Agreement”) dated is made by and between World Culture Radio LLC, a North Carolina limited liability company whose address is 1589 Skeet Club Road, Suite 102-334, High Point, NC 27265 (“World Culture Radio”) and the undersigned (the “Artist”). In consideration of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, Artist and World Culture Radio, intending to be legally bound, hereby agree to the following:
a. World Culture Radio agrees, during and throughout the Term (as defined below) hereof, on a nonexclusive basis, to provide Artist with World Culture Radio Services. “World Culture Radio Services” are certain artist development, marketing, and promotional services (as may be further described on World Culture Radio’s website), including transmitting certain of Artist’s Work(s) (as defined below) on World Culture Radio’s Internet radio station and selling, licensing, transmitting, or distributing certain of Artist’s Work(s) through digital Internet stores and other content monetization platforms (“Monetization Platforms”), in each case such Artist’s Work(s) to be determined in World Culture Radio’s sole and absolute discretion. World Culture Radio Services may be changed, modified, suspended, or discontinued, in whole or in part, from time-to-time in World Culture Radio’s sole and absolute discretion, subject only to Artist’s right to terminate this Agreement in accordance with the terms hereof.
b. Artist shall cooperate with World Culture Radio in good faith in connection with World Culture Radio’s provision of World Culture Radio Services and otherwise in connection with this Artist Agreement. Artist shall devote his or herself to the furtherance of his or her career in the music industry and do all things necessary and desirable to facilitate World Culture Radio’s provision of World Culture Radio Services and shall not engage in any activities that interfere, conflict, or compete, or will likely interfere, conflict, or compete with World Culture Radio’s provision of World Culture Radio Services.
c. Artist understands and acknowledges that in connection with the furnishing of World Culture Radio Services, including the transmission of Work(s) on World Culture Radio’s Internet radio station, and in accordance with applicable laws, World Culture Radio may disclose that a Work, or the provision, transmission, endorsement, promotion, advertisement, or other usage of a Work, was furnished or paid for by Artist.
d. Artist understands and acknowledges that World Culture Radio is not an employment agent, theatrical agent, or talent agent and has no obligation to solicit or procure employment or other engagements for Artist, and Artist agrees that Artist will employ agents who, where necessary, are properly licensed to procure employment or other engagements for Artist.
2. MONTHLY FEE:
Artist shall pay to World Culture Radio $299 (two hundred ninety nine U.S. dollars) on the first day of each month during the Term (as defined below) for World Culture Radio Services. Any fee Artist pays to World Culture Radio is nonrefundable. Artist agrees that World Culture Radio may charge this monthly fee to the credit card Artist provides when joining World Culture Radio. Artist’s credit card information will be maintained by a third party vendor. Failure to pay this monthly fee will result in termination of World Culture Radio’s provision of World Culture Radio Services to Artist. World Culture Radio may change the monthly fee at any time in World Culture Radio’s sole and absolute discretion, subject only to Artist’s right to terminate this Agreement in accordance with the terms hereof.
3. NONEXCLUSIVE LICENSE:
a. Artist hereby grants to World Culture Radio (and its affiliates, licensees, designees, and agents, and each of their respective successors and assigns) a nonexclusive, royalty-free (except as expressly provided herein), irrevocable, and perpetual license (the “License”) to copy, reproduce, edit, make derivatives of, manufacture, advertise, promote, publish, sell, distribute, transmit, stream, host, perform, or otherwise exploit and use (whether on a commercial, noncommercial, promotional, or any other basis) throughout the universe all rights, including all rights under copyright, trademark, and publicity laws, in any manner or medium known or existing in the future, in and to, or related to, any musical compositions, sound recording(s), content, or other materials provided by Artist to World Culture Radio prior to the date hereof or during the Term (the “Work(s)” and including copyrighted materials and any and all name(s), professional name(s), band or group name(s), likenesses, images, trademarks, service marks, logos, designs, voices, performances, biographical materials, and other publicity rights embodied in, or relating to, such materials) in connection with World Culture Radio, the provision of World Culture Radio Services or otherwise in connection with the marketing, advertising, or promotion of the Artist or the Work(s), or the sale or other exploitation of the Work(s). Without limitation, World Culture Radio shall have the right to include the Work(s) on World Culture Radio’s website, in programming transmitted by World Culture Radio on World Culture Radio’s Internet radio station, and on and in connection with Monetization Platforms. Subject only to the scope of the License, World Culture Radio may sublicense the Work(s) to its distributor(s) and other third parties, and their sub-licensees.
b. Notwithstanding the foregoing, World Culture Radio shall have no obligation to use, and World Culture Radio reserves the right at its discretion to use or not use the Work(s) or any other of the rights granted hereunder.
c. At World Culture Radio’s request, Artist will provide any and all materials and documentation necessary to confirm, to World Culture Radio’s satisfaction, that Artist owns or controls all rights in and to the Work(s) and possesses the requisite authority to grant the License hereunder.
4. TERM AND TERMINATION:
The term of this Artist Agreement shall commence on the date hereof and continue until terminated in accordance hereof (the “Term”). Artist may terminate this Agreement by providing World Culture Radio with written notice of termination at which point the obligations of World Culture Radio and the Artist’s obligation to pay the monthly fee shall expire at the end of the next full calendar month following World Culture Radio’s receipt of such written notice. Artist shall provide such notice via regular mail to the mailing address in the preamble or electronic mail at firstname.lastname@example.org. World Culture Radio may terminate this Artist Agreement effective upon notice to Artist. Upon termination, this Artist Agreement will be of no further force or effect, provided however, that (a) no termination of this Artist Agreement shall affect any accrued rights or obligations of either party as of the effective date of such termination, (b) the License shall be effective in perpetuity and shall survive after the Term, and (c) any other provisions of this Artist Agreement which, by their nature, should survive the termination of this Agreement will survive after the Term.
5. DERIVATIVE WORKS:
The parties agree that sound recordings, audiovisual media, advertisements, or other materials created by or under the authorization of World Culture Radio using the Work(s) as authorized herein constitute derivative works (the “Derivative Works”), and as between World Culture Radio and Artist, World Culture Radio shall own all rights, title, and interests in and to such materials and Artist shall not obtain any right of ownership or otherwise in such materials, including without limitation, the copyright thereto (but not including the copyright in the underlying Work(s)), all of which shall be the exclusive property of World Culture Radio.
6. ROYALTIES / ACCOUNTING:
a. World Culture Radio shall be exclusively entitled to receive and collect all monies arising from World Culture Radio’s use of the Work(s) on Monetization Platforms. World Culture Radio shall pay to Artist seventy percent (70%) of income actually received by World Culture Radio and directly attributable by title to Artist’s Work(s) (“Royalties”). World Culture Radio shall pay any Royalties payable hereunder solely to the Artist and World Culture Radio shall have no obligation to pay any other person(s) who are entitled to any portions of Royalties. The Artist is solely responsible for the distribution of Royalties to those other person(s) entitled to payment of any portions of Royalties. For the avoidance of doubt, no royalties are due to Artist for World Culture Radio’s use of the Work(s) in connection with World Culture Radio’s Internet radio station. No Royalties shall be due to Artist for promotional or other uses that do not directly result in income to World Culture Radio.
b. Upon request, prior to payment of any Royalties, Artist shall provide World Culture Radio with a copy of Artist’s W-9 and Social Security number or federal identification number.
c. Royalties shall be computed in the currency in which World Culture Radio is paid. To the extent applicable, the Royalties shall be converted to and paid in the currency of the location of Artist’s deposit account at the exchange rate received by World Culture Radio. To the extent required by any applicable law, Royalties shall be subject to any taxes or other withholdings required by applicable law.
d. Artist agrees that the consideration set forth herein is full and complete consideration to Artist for Artist’s grant of rights to World Culture Radio hereunder. Other than any Royalties as provided herein, no payments will be due to Artist, or to any other party (including, without limitation, ASCAP, BMI, SESAC, GMR, SoundExchange, or other royalty collection organizations), as a result of World Culture Radio’s use of the Work(s) in accordance with the License.
e. World Culture Radio will render Royalties accounting statements to Artist, together with payment of Royalties due, if any, no later than the fifteenth (15th) of the following calendar month (or the closest business day thereto) during which any monies arising from exploitation of the Work(s) are actually received by World Culture Radio. No payment shall be made to Artist if the Royalties due are less than $100.
f. Artist shall have the right to engage an accountant (at Artist’s own cost) to inspect World Culture Radio’s books and records relating to Artist’s Royalties no more than once per calendar year upon not less than thirty (30) days prior written notice. Artist shall not have the right to audit any period covered by an accounting statement that is dated more than one (1) year prior to the Artist’s audit request. Artist may not audit a particular period more than once. Artist shall have no right to inspect the books and records of World Culture Radio’s distributor(s) or other third party licensees.
7. REPRESENTATIONS AND WARRANTIES:
Artist represents and warrants that:
a. World Culture Radio’s use of the Work(s) does not, and will not, violate any right of, or conflict with or violate any contract or commitment made by Artist to or with, any person or entity;
b. No consent or authorization from any third party is required for World Culture Radio to use the Work(s);
c. Without limiting the foregoing, in the event any other individual is associated with Artist in connection with the Work(s) whether as a band, songwriter, or otherwise, Artist has all rights and other authorizations from such person necessary to grant the rights hereunder to World Culture Radio;
d. No selections, materials, ideas, or other property contained in the Work(s) or any use thereof by World Culture Radio, nor any professional name associated with the Artist, violate any law or infringe upon or violate the rights of any third party (including contractual rights, copyrights, trademarks, rights of publicity, rights of privacy, and rights or laws with respect to defamation or obscenity);
e. Other than as expressly provided herein, no payment and/or other compensation are due or will become due in connection with World Culture Radio’s use of the Work(s);
f. Artist acknowledges and understands the speculative nature of the music industry;
g. Artist is at least eighteen years old and has the legal capacity to enter into this Artist Agreement; and
h. Artist hereby acknowledges that he/she has sought and received legal advice from independent counsel or has voluntarily waived his/her right to independent counsel with respect to the terms and provisions contained in this Artist Agreement.
8. INDEMNIFICATION AND RELEASE:
Artist (and Artist’s representatives, heirs, executors, administrators, affiliates, successors, assigns, and any other person or entity claiming by or through Artist), hereby expressly, absolutely, unconditionally, irrevocably, and forever waives, releases, acquits, discharges, and covenants not to sue and agrees to indemnify and hold harmless World Culture Radio, and its affiliates, licensees, designees, agents, successors, and assigns, and the respective employees, officers, directors, agents, contractors, partners, shareholders, representatives, and attorneys of each and all of the foregoing, from and against any and all liabilities, claims, demands, actions, suits, damages, expenses, costs (including attorneys’ fees), obligations, losses, or for any injury suffered by Artist or Artist’s property, resulting from any existing or future claims of any kind which Artist or others have or may have under any theory under the law, whether common, constitutional, statutory, or other, of any jurisdiction, foreign or domestic, whether in law or in equity, whether known or unknown, by reason of any and all matters arising directly or indirectly out of the World Culture Radio Services or otherwise relating to any content or materials that Artist may provide, or activities Artist may engage in, in connection with World Culture Radio, including but not limited to claims for invasion of privacy, publicity, defamation, false light, public disclosure of private facts, copyright, trademark, confidentiality, moral rights, right to credit or acknowledgement, payment of monies, physical or emotional injury or distress, or any other claims or causes of action.
9. RELATIONSHIP OF THE PARTIES:
The relationship between World Culture Radio and Artist is that of independent contractors. Nothing contained in this Artist Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. World Culture Radio will not withhold, report or pay so-called withholding taxes with respect to the compensation payable hereunder. Artist shall be solely responsible for (a) payment of all federal and state income, payroll, employment withholding, social security and other taxes due with respect to payments made under this Artist Agreement and (b) filing all tax returns required to be filed in connection with such taxes.
a. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTIST AGREEMENT, THE SERVICES TO BE FURNISHED BY WORLD CULTURE RADIO UNDER THIS ARTIST AGREEMENT ARE FURNISHED “AS IS,” WHERE IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
b. Without limiting the foregoing:
i. World Culture Radio makes no representations, warranties, or guarantees with respect to any guidance, advice, or counsel Artist may receive in connection with World Culture Radio Services, whether from World Culture Radio, any employee, agent or contractor of World Culture Radio, any other World Culture Radio artist, or any other third party; and
ii. World Culture Radio makes no representations, warranties, or guarantees with respect to any materials Artist may provide in connection with World Culture Radio Services, including that any such materials will achieve any success or other results in the music industry.
11. LIMITATION OF LIABILITY:
UNDER NO CIRCUMSTANCES SHALL WORLD CULTURE RADIO BE LIABLE TO ARTIST FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS (EVEN IF WORLD CULTURE RADIO HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES) ARISING FROM OR RELATED TO THE MATTERS HEREUNDER. IN NO EVENT WILL THE AGGREGATE OF WORLD CULTURE RADIO’S LIABILITY TO ARTIST FOR ANY CLAIM, LOSS, COSTS, OR DAMAGE ARISING FROM OR RELATED TO THE MATTERS HEREUNDER, INCLUDING ATTORNEYS’ FEES AND COSTS, EXCEED THE AMOUNT PAID BY ARTIST TO WORLD CULTURE RADIO.
12. MEDIATION AND BINDING ARBITRATION:
If a dispute arises relating to this Artist Agreement or the termination of this Artist Agreement, claims for breach of contract or breach of the covenant of good faith and fair dealing, or any other claims under any federal, state or local law or regulation now in existence or later enacted, the parties shall attempt in good faith to settle the dispute through mediation conducted by a mediator to be mutually selected by the parties. The parties shall share the costs of the mediator equally. Each party shall cooperate fully and fairly with the mediator, and shall attempt to reach a mutually satisfactory compromise of the dispute. The mediator is to apply the laws of North Carolina. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be resolved through final and binding arbitration. A single arbitrator acceptable to both parties shall conduct binding arbitration, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. If the parties fail to agree to an arbitrator within ten days of a written demand for arbitration sent by one party to the other party, then the American Arbitration Association, in accordance with its Commercial Arbitration Rules, is to appoint an arbitrator. The arbitrator is to apply the laws of North Carolina. The award of the arbitrator will be final and binding on the parties and may be enforced by any court of competent jurisdiction. In the event of arbitration to resolve a dispute, the non-prevailing party shall pay the prevailing party’s attorney’s fees and other out-of-pocket costs incurred to the prevailing party.
IN WITNESS WHEREOF, the parties hereto have accepted this Artist Agreement on the date first set forth above.
World Culture Radio, LLC
By William Townsend, President
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Signed by William Townsend
Signed On: January 7, 2018
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Document Name: Artist Agreement
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