Contestant License and Release Agreement
This Contestant License and Release Agreement (the “Agreement”) is between CoverTheseLyrics LLC (“CTL”) and you, the contestant (the “Contestant”) (collectively, CTL and Contestant, the “Parties”), wherein this Agreement shall govern Contestant’s limited rights of use with respect to certain poetry, lyrics or words provided by CTL to Contestant (all such poetry, lyrics or words referred to as the “Lyrics”) for the sole and exclusive purpose of participating in a music/video talent and performance contest (the “Contest”) sponsored by CTL under the terms of this Agreement and further subject to specific contest rules (the “Contest Rules”) provided by CTL to Contestant separately, the terms and conditions of which Contestant expressly agrees and the contents of which are incorporated by reference into this Agreement in their entirety. By accessing and using the Lyrics, Contestant expressly acknowledges, understands and agrees to be bound by the terms and conditions of this Agreement and the Contest Rules. If Contestant does not agree to be bound by the terms and conditions of this Agreement OR the Contest Rules, Contestant may not use the Lyrics for any purpose or in any manner whatsoever and any such use (an “Unauthorized Use,” defined further below) of the Lyrics shall be deemed a violation of CTL’s intellectual property and copyright interests therein.
- Grant of License. Subject to all of the terms, conditions, restrictions and limitations of this Agreement, CTL grants to Contestant a limited, non-exclusive, worldwide, royalty-free, fully paid-up, non-transferable, non-assignable and revocable right and license (the “CTL Grant of License”) to use, copy, maintain, record, perform and display the Lyrics, video(s), and MP3 files solely as follows: 1) merging or incorporating the Lyrics into music created and developed by Contestant for the sole and exclusive purpose of participating in the Contest in accordance with the terms and conditions of the Contest Rules (the music created and developed by Contestant for the Contest, the “Contestant Music,” and the merger or incorporation of the Lyrics by Contestant into the Contestant Music for the Contest, the “Compiled Work”), and 2) creating, developing, producing and recording a video, MP3 file of Contestant performing the Compiled Work (the music video, the “Contestant’s Music Video”) for the sole and exclusive purpose of participating in the Contest in accordance with the terms and conditions of the Contest Rules.
- Ownership and Intellectual Property Rights. CTL reserves all rights not expressly granted to Contestant in this Agreement. The Lyrics are protected by copyright and other intellectual property laws and treaties. CTL is the owner of all title, interest, copyright, and other intellectual property rights in the Lyrics. The Lyrics are licensed, not sold. This Agreement does not grant Contestant any rights to any trademarks or service marks of CTL or any other intellectual property of CTL. Subject only to the CTL Grant of License, CTL shall retain all right, title and interest, including all copyrights, in and to the Lyrics and all derivative works thereof.
- Prohibitions and Unauthorized Uses. Except as expressly provided in this Agreement, all other uses of the Lyrics are prohibited and shall be deemed an Unauthorized Use thereof. In addition to any Unauthorized Use defined elsewhere in this Agreement, except as expressly provided in this Agreement, the following shall further comprise Unauthorized Uses of the Lyrics: Contestant may not use, distribute, sell, offer to sell, transfer, copy, reproduce, disclose, display, publicly perform, commercially perform or sublicense the Lyrics, or any portion thereof, and Contestant may not modify the Lyrics or create any derivative works thereof. Contestant shall not use and shall not permit the use of the Lyrics, or any portions thereof, outside the scope of the Grant of License herein or in contravention of this Agreement. Contestant is prohibited from creating any derivative work of the Lyrics under the Grant of License. Notwithstanding the foregoing, and subject to the terms and conditions of this Agreement, Contestant may employ, hire or otherwise utilize third parties for purposes of assisting Contestant in Contestant’s performance and recording of the Compilation Work and the Contestant Music Video, or MP3 file without violating the terms and conditions of this Agreement.
- Representations by CTL. CTL represents to Contestant that CTL has all right, title and interest in the Lyrics and that CTL has the right to grant Contestant the rights to the Lyrics which it grants under this Agreement, without the consent of any other person or entity.
- Representations by Contestant. Contestant represents and warrants to CTL that Contestant has all right, title and interest in and to the Contestant Music; that the Contestant Music has been lawfully created and developed solely by Contestant; that the Contestant Music is an original work by Contestant under U.S. Copyright laws; that no other person or entity has any interest or right of any kind, including any copyright interest or any other intellectual property right or interest, in the Contestant Music whatsoever; and that Contestant may fully use the Contestant Music without the consent of any other person or entity. Contestant further represents and warrants to CTL that the Contestant Music was created and developed by Contestant for the sole and exclusive purpose of creating the Compiled Work and creating, developing, producing and recording the Contestant’s Music Video. Contestant further warrants and represents that Contestant has not previously recorded or performed the Contestant Music and made it publically available in any media of any kind.
- Indemnification by Contestant. Contestant hereby agrees to indemnify, defend, and hold harmless CTL and CTL’s directors, officers, employees, agents, contractors, contributors, and licensors (the “CTL Indemnified Parties”) from and against any and all claims and allegations, and any damages, liabilities, costs, and expenses (including reasonable attorney’s fees) awarded against or incurred by any of them, directly or indirectly, resulting from or in connection with: (a) any claim or allegation that the Contestant Music, or any portion thereof, including as used in the Compiled Work or Contestant’s Music Video, infringes or misappropriates any patent, copyright or trade secret or other intellectual property right owned by a third party, or (b) a breach of this Agreement by Contestant.
- Cross Grant of License by Contestant. Subject to the terms and conditions of this Agreement, Contestant grants to CTL an unlimited, exclusive, perpetual, worldwide, royalty-free, fully paid-up, transferable, assignable and irrevocable right and license to use, copy, maintain, record, perform and display the Contestant Music in any form, the Compilation Work and Contestant’s Music Video, or MP3 file for the sole purposes of promoting, marketing and conducting the Contest and to advertise, market and promote CTL and any future projects or contests that it may sponsor (the “Contestant Grant of License”). Except as expressly set forth in the Contest Rules, Contestant understands, acknowledges and agrees that Contestant shall receive no compensation from CTL in exchange for the Contestant Grant of License and that the CTL Grant of License to Contestant under this Agreement constitutes valid consideration by CTL in exchange therefor. Subject to CTL’s rights and interests in the Lyrics, and subject to the express terms and conditions of this Agreement, Contestant shall retain all right, title and interest in and to: 1) the Contestant Music, and the 2) those portion(s) of the Compilation Work and the Contestant’s Music Video that: a) comprise the original Contestant Music, OR b) comprise original, creative works or performance developed, arranged, produced or performed by Contestant.
- Term. This Agreement may be terminated by CTL for convenience at any time in its sole and absolute discretion. Subject to the foregoing, this Agreement shall automatically terminate, without notice and without requiring any action by CTL, in the event that Contestant fails to submit, in the form and manner as expressly provided by the Contest Rules OR prior to the Contest deadline date and time: 1) a Compilation Work, AND 2) a Contestant Music Video, or MP3 file. Unless expressly agreed to by the Parties in writing, the CTL Grant of License to Contestant shall terminate upon Contestant’s submission of a Compilation Work and Contestant Music Video, or MP3 file, in the form and manner as expressly provided by the Contest Rules and prior to the Contest deadline date and time. Unless expressly agreed to by the Parties in writing, the Contestant Grant of License to CTL is perpetual and shall continue indefinitely and shall survive any termination of this Agreement.
- Independent Parties. Nothing contained in this Agreement shall be deemed to create or be construed as creating a joint venture or partnership between CTL and Contestant. Neither CTL nor Contestant, by virtue of this Agreement, is authorized to act as an agent or legal representative of the other Party. Neither Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of the other Party or to bind such other Party in any manner. Further, no rights shall be deemed to accrue on behalf of any third party except as may be expressly set forth in this Agreement.
- Protection of the Lyrics. Contestant recognizes and acknowledges that the Lyrics, and CTL’s ownership, right, title and interest in and to the Lyrics, constitute protectable business interests of CTL and that any use or disclosure of the same in a manner inconsistent with the provisions of this Agreement will cause CTL irreparable damage. Contestant further acknowledges that in the event of Contestant’s actual or threatened breach of this Agreement, CTL shall have no adequate remedy at law and shall be entitled to seek immediate injunctive and other equitable relief, without bond and without necessity of showing actual monetary damages.
- Severability. If any part of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement will not be affected and such provision will be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision will then be enforceable and enforced.
- Assignment. Contestant may not assign nor transfer this Agreement, or any of Contestant’s rights or obligations under this Agreement, to any person or party, whether by operation of law or otherwise, without CTL’s prior written consent, which CTL may withhold and deny in its sole and absolute discretion. CTL may assign or transfer this Agreement, or any of its rights or obligations hereunder, to any person or party, whether by operation of law or otherwise, in CTL’s sole and absolute discretion.
- Governing Law and Jurisdiction. This Agreement shall be governed by and construed according to applicable New Jersey law and controlling U.S. federal law and no choice of law rules will apply. Any action related to this Agreement may only be brought in the Superior Court of New Jersey, Middlesex County, or the United States District Court for the District of New Jersey, Newark Vicinage, said courts having exclusive personal and subject matter (as applicable) jurisdiction over such cases and controversies arising out of this Agreement, to which Customer expressly consents and agrees.
- Subject to the terms and conditions of the Contestant Grant of License, Contestant further grants and assigns to CTL, and those acting with CTL’s authority and permission (hereinafter collectively referred to as the “Users”), the irrevocable and unrestricted right and permission to create, publish, republish, alter, edit and/or manipulate photographic portraits, images and pictures (still or moving) of Contestant, including, without limitation, Contestant’s picture, portrait, silhouette, likeness and identity, voice, performances, poses, and physical likeness and identity, including alterations, caricatures, artistic impressions, animation, and any other reproductions thereof in which the Contestant may be included, in whole or in part, or which may be based upon Contestant and/or Contestant’s likeness and identity, in whole or in part, including, but not limited to, any such portraits, images or pictures based upon or derived from Contestant’s Music Video and any derivative work thereof (hereinafter, collectively referred to as the “Images”), and to further grant and assign to Users the following rights, interests and permissions with respect to the Images: a) to hold the exclusive and unconditional copyright interest therein, including any and all derivative works in and of the Images, b) unlimited use, distribution, advertising, promotion, exhibition and exploitation of the Images by any method or device now known or hereafter devised in which the same may be used, and/or incorporated and/or exhibited and/or exploited, and c) utilize and reproduce the Images, without limitation as to the number of runs, for reproduction, exhibition and exploitation, throughout the world, in any and all manner, methods and media, whether now known or hereafter known or devised. Contestant hereby waives any right to inspect or approve the finished product or products and the advertising copy or other matter that may be used in conjunction therewith or the use to which it may be applied with regard to the Images. Contest specifically releases, discharges, and holds harmless Users, their heirs, legal representatives, and assigns, and all persons acting under Users’ permission or authority, from any from and against any and all losses, damages, costs, charges, attorneys’ fees, recoveries, actions, judgments, penalties, expenses and any other loss whatsoever which may be obtained against, imposed upon or suffered by all or any of them which may arise from the use of such Images. Contestant further agrees that Contestant will not assert or maintain against the Users, their successors, assigns and licensees, any claim, action, suit or demand of any kind or nature whatsoever with Users’ use of the Images in accordance with this Release, including but not limited to, those grounded upon invasion of privacy, rights of publicity or other civil rights, or for any other reason in connection with Users’ authorized use of the Contestant’s physical likeness, identity and sound. CTL, as original producer of such Images, hereby certifies to all Users that the visual depictions covered by this Agreement and Release satisfy the standards under Section 75 of the Federal Regulations implementing 18 U.S.C. § 2257 and do not depict any simulated or actual sexually explicit conduct.
- Contestant Registration Information. All information requested by CTL to register for the Contest MUST be accurate, said information including, but not necessarily limited to, Contestant’s name, age, mailing address, e-mail address, and any other information requested by CTL from Contestant related to the Contest (collectively, all such Contestant information, the “Registration Data”). Contestant is responsible for keeping such Registration Data up-to-date and current and Contestant agrees to notify CTL promptly of any changes thereto.
- Contestant Authorization and Warranty. Contestant hereby warrants that he/she is over the age of 18 or is 14 and over with parental/ guardian consent at the time of agreeing to the terms and conditions of this Agreement, including the Release herein. Contestant warrants that he/she has read this entire Agreement, including, but not limited to, the Release herein, prior to its execution by acceptance by registering for the Contest, and is fully familiar with the contents thereof. The Release shall be binding upon Contestant and Contestant’s heirs, legal representatives, and assigns. If Contestant is not over the age of 18 or 14 and over with parental/ guardian consent at the time of acceptance of this Agreement and the Release herein, Contestant’s parent or guardian must execute this Agreement on behalf of Contestant in accordance with the Contest Rules.