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Copyright Assignment and Release of Rights

By signing below, ghostunderground.com (“Company”) agrees to the following terms with _______________________________ (“Buyer”):

Recitals

  1. Company is an Internet platform for aggregating Musical Compositions created by individuals, groups and/or entities for the purpose of selling those Musical Compositions to other individuals, either for direct appropriation or for the creation of Derivative Compositions;
  2. Company agrees to transfer all rights in the track titled (….) to the Buyer indefinitely in exchange for (…€) (“Payment”) as compensation, subject to this Agreement; and NOW, THEREFORE, in consideration of the covenants, agreements, representations and warranties, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Buyer hereby agree as follows:

Article One

Definitions

 

Terms defined elsewhere in the Agreement and not listed below shall have the meanings ascribed to them therein.

 

1.1. “Site” refers to the Internet Site with the web address of ghostunderground.com owned by Company.

 

1.2. “Musical Composition” consists of music or sounds, including any accompanying words, recorded or composed by the use of musical instruments, computer programs and/or any other sound production equipment, digital, analogue or otherwise.

 

1.3. “Copyrighted Work” consists of any and all Musical Compositions or other works uploaded by Producer, in any form, to the Site. This includes, but is not limited to, the file types listed in Exhibit A.

 

1.4. “Derivative Composition” includes any modified version or versions of a Copyrighted Work.

 

1.5. “Confidential Information” consists of any and all information and materials, tangible or intangible, relating in any manner to the Company (including all trade secrets), its personnel (including their officers, directors, employees, agents and/or contractors), its actual and prospective customers, clients, members and accounts and all others with whom the Company does business. Confidential Information includes but is not limited to, computer files, books, documents, other records or other data information lists, and all other information pertaining to present or former accounts, business or marketing plans or strategies, forecasts, financial information, works in progress, and other business information. Confidential Information also includes any and all information concerning the production, creation, Producer-identity, maintenance, storage and all possible Company treatment of Licensed Work.

 

1.6. “Service” or “Services” means mean services provided by Company for facilitating the buying and selling of custom made Musical Compositions, including all features and functionalities, website, and user interfaces, as well as all content and software associated with our service.

 

Article Two

 

License & Copyright Assignment

 

2.1. Temporary License. In using Company’s Services, Company hereby grants to Buyer an exclusive, worldwide, royalty-free, temporary license to use, reproduce, modify, distribute, and sell the Copyrighted Work and any Derivative Compositions. Company agrees not to reproduce, modify, sell, distribute or otherwise disseminate the Copyrighted Work for the term of the Temporary License, which is for a period until Copyrighted Work is sold or until Services are deemed complete or terminated. No right to disclose knowledge of, publicly perform or reuse the Copyrighted Work is granted, either expressly or by implication, including without limitation, any rights to edit, enhance, remake or remix new versions or Derivative Compositions of the Copyrighted Work.

 

2.2. Copyright Assignment. Upon purchase of Copyrighted Work by third-party buyer, the temporary license is terminated and Company hereby irrevocably assigns and transfers to Buyer all of Producer’s right, title and interest in the Copyrighted Work. The rights hereby granted to Buyer include, without limitation, the right to do any and all acts or things necessary or appropriate to protect the rights granted hereunder, including the copyright, and to institute any actions for such purpose in the name(s) of Company, Buyer or both of them.

 

2.3. Property Rights. Company acknowledges and agrees that, upon assignment, Buyer owns all right, title, and interest in the Copyrighted Work now or hereafter subject to this Agreement, and in all of Company’s copyrights relating to the design, production or composition of the Copyrighted Work. The use by Company of any of these property rights, without the written approval of Buyer, is not authorized.

 

2.4. No Further Use. Buyer acknowledges that after the Effective Date of this Agreement that Company will stop using all Copyrighted Work submitted to the Site and will not challenge the Buyer’s use of Copyrighted Work.

 

Article Three

 

Representations and Warranties

 

Producer warrants and represents the following related to Copyrighted Work:

 

3.1. Company has the authority to enter this Agreement, is the owner of Copyrighted Work and has not previously sold or transferred Copyrighted Work to any third party.

 

3.2. Company represents that this Licensed Work has never been made public or presented to a third party, social media website, music streaming, or music-sharing platform, including, but not limited to, Pandora, Spotify, SoundCloud, YouTube, Instagram, Twitter, or Facebook.

 

3.3. Company represents that this Copyrighted Work has not been previously submitted to any music or record label company, website, blog or any other music promotion outlet and that Copyrighted Work was not created while the Producer was employed by a third party in the music industry.

 

3.4. Company represents and warrants that Copyrighted Work does not feature any unregistered loops or samples and that all Copyrighted Work is original.

 

3.5. Company represents that the Copyrighted Work is not constructed from a computer program construction kit or other prepackaged music composition mechanism.

 

3.6. Company agrees not to share this Copyrighted Work to any third party or perform the Copyrighted Work at any time.

 

3.7. Company agrees not to disclose to any third party the fact that Producer is the original creator of the Copyrighted Work.

 

Article Four

Confidential Information and Non-disclosure

 

4.1. By virtue of this Agreement, Producer may be exposed to possible Buyer Confidential Information. All Confidential Information, whether provided to Company by the Buyer or by any client or prospective client of the Buyer, or from any other source, or prepared by Company during the term of Company’s service under this Agreement, belongs to the Buyer and remains property of the Buyer at all times. Company agrees to hold in trust and confidence all Confidential Information during and after this Agreement. Company acknowledges and agrees that such Confidential Information is unique and valuable to the Buyer and is developed and acquired though substantial investments of time, effort and financial and other resources. Company shall not disclose any Confidential Information to anyone outside of the Buyer without the written approval of the Buyer, or use any Confidential Information for any purpose other than for the benefit of the Buyer. Upon termination of this Agreement by either party for any reason (a) Company shall not use Confidential Information, or disclose Confidential Information to anyone, for any purpose, unless expressly requested or authorized to do so in writing, (b) Company shall not retain or take with Company any Confidential Information in any form, (c) Company shall destroy any Confidential Information retained in intangible form and (d) Company shall immediately deliver to the Buyer any and all Confidential Information in a tangible form that Producer may then thereafter hold or control, as well as all other property, equipment, documents or things that Company was issued or otherwise received or obtained during the term of this Agreement.

 

4.2. Company acknowledges and agrees that Buyer owns all right, title, and interest in the Confidential Information now or hereafter subject to this Agreement. Use of Confidential Information by Producer without prior permission from Buyer is not authorized. Buyer’s failure to enforce certain limitations related to Company’s use of the Confidential Information does not operate as a waiver of future rights to enforce the same limitations.

 

Article Five

General Provisions

 

5.1. Governing Law; Jurisdiction. To the maximum extent permitted by applicable law, the provisions of this Agreement shall be governed by and construed and enforced in accordance with the laws of the Kazakhstani Republic, without regard to principles of conflicts of law. Each of the parties hereto irrevocably and unconditionally confirms and agrees that it is and shall continue to be (i) subject to the jurisdiction of the state courts of the Kazakhstani Republic, and (ii) subject to service of process in the Kazakhstani Republic. Each party hereto hereby irrevocably and unconditionally (a) consents and submits to the exclusive jurisdiction of any state court located in the Kazakhstani Republic (the “Courts”), including the Federal and State Court of Kazakhstan, for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated by this Agreement (and agrees not to commence any litigation relating thereto except in such courts), and (b) waives any objection to the laying of venue of any such litigation in the Courts.

 

5.2. Counterparts. This agreement may be signed, physically or electronically, in any number of counterparts, each of which is an original and all of which taken together form one single document. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

 

5.3. Partial Invalidity. If any paragraph, provision, or clause in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, the remainder of this Agreement shall be valid and enforceable and the parties shall negotiate, in good faith, a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.

 

5.4. Indemnification of Buyer. Company agrees to indemnify and hold Buyer harmless against any cost, loss, liability, or expense (including attorneys’ fees) arising out of third party claims against Company which arise as a result of or in connection with the performance, modification, use or distribution of the Copyrighted Work and/or Derivative Composition by Company, which results in the damage to persons or property or infringement of a third-party copyright or misappropriation of a third-party interest. In no event will Buyer be liable for any damages (including but not limited to lost profits or loss of use), or for legal fees, costs and expenses, arising out of use, sale or modification of the Licensed Work. Company also agrees to indemnify and hold Buyer harmless against any cost, loss, liability, or expense (including attorneys’ fees) arising out of third party claims against Buyer resulting from Producer’s misrepresentation concerning any terms of this Agreement.

Company

 

NAME:

 

Julien CADET, ghostunderground.com manager

[email protected]

DATE:

 

SIGNATURE:

 

 

 

 

 

Buyer

 

NAME:

_______________________________

 

DATE:

______________

 

SIGNATURE:

______________

 

 

Exhibit A

 

Non-exhaustive list of file types:

 

MP3

WAV

AIFF

AU

FLAC

MPEG

AAC

WMA

M4A

RAW

WV

AUP



  • play_circle_filled

    Living My Life
    Giovanni Contrucci

  • play_circle_filled

    Can you hear Me
    Anonymous

  • play_circle_filled

    JUNE HIT
    Anonymous

  • play_circle_filled

    Alone
    Giovanni Contrucci

  • play_circle_filled

    Dirty Dreams
    Giovanni Contrucci

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