AudioSparx Vendor Licensing Agreement

Parties to Agreement – This is a legal agreement between you (hereinafter known as "Licensor") and AudioSparx, a division of Navarr Enterprises, Inc. (hereinafter known as "AudioSparx" or "Licensee") to provide Licensor's audio content for sale at www.AudioSparx.com. 

Recorded Songs – You, the  Licensor hereby warrant and represent that you are the sole and exclusive owner and publisher of all rights, including valid copyright, in the sound recordings and, if applicable, the underlying musical compositions as recorded which will be provided to Licensee by Licensor (hereinafter to be referred to as the "Recorded Content"), or that you fully control the publishing of the Recorded Content and are authorized by the copyright holder(s) to publish the Recorded Content at AudioSparx.com for re-licensing by clients of Licensee.  At all times Licensor will retain full ownership of their Recorded Content.
 
Licensor grants to Licensee the non-exclusive and non-assignable right to represent and sub-license on a worldwide basis the Recorded Content for inclusion in Licensee's client’s commercial and non-commercial projects (TV shows, commercials, movies, games, multimedia projects, theatrical productions, etc.) as backing tracks or feature tracks, as background or foreground music, as well as optionally the right to sub-license the Recorded Content to clients for commercial background music service, personal use, ringtone use.  This agreement does not supersede nor in any way affect any prior publishing or licensing agreements which may now be in effect for the Recorded Content.  

Sole Discretion and Restrictions
Licensee reserves the right to reject any artist or track in its sole discretion.  Additionally, Licensee does not accept any Recorded Content which is participating in any kind of "music fingerprinting", "ad share", "ad royalties", or similar music monetization systems such as the following:

• YouTube's MusicID program

• GoDigital Media Group's AdShare program

• Any other similar "fingerprint-based" music monetization systems at FaceBook, MySpace, Imeem and other social media sites

Participation in these kinds of programs can prevent clients who have duly licensed Recorded Content from AudioSparx from being able to monetize their own video content as they are properly entitled to do so.  

Additionally, in order to help our artists from having their music devalued and avoid a "race to the bottom" pricing mentality, Licensee disallows Licensor's participation for any Recorded Content to be sold at AudioSparx from being offered for license at "bargain basement pricing" stock audio sites including the following:

For any new artists commencing with AudioSparx on or after June 22, 2010, participation of any of your Recorded Content for sale at AudioSparx in any of these monetization programs or web sites is grounds for service termination at AudioSparx.

Internal Licensing Operations - Internal licensing sales shall occur via the AudioSparx.com and RadioSparx.com web sites (hereafter the "Sites") as well as via other optional internally-operated web sites StockMusicSite.com and CustomLabelMusic.com. 

Pricing - Licensee shall assign an initial price to the Recorded Content during the track upload process, which may be modified by Licensor as appropriate.  Licensee may on occasion discount the pricing by a reasonable amount for individual licensing transactions as appropriate and/or necessary in order to close custom-negotiated deals.  Licensee reserves the right to adjust pricing for your tracks if you price your tracks too high or too low, substantially outside the range of standard market rates.

Licensee shall pay to Licensor 40% of gross licensing revenue attributable to the licensing by clients of Licensee of the Recorded Content.  Licensor shall always be entitled to receive performance royalties from any broadcast use of their music tracks for which Licensor has registered with ASCAP, BMI or other performance rights organization.  Please note that performance royalties are paid from the PRO, not from Licensee.  Licensee requires that clients licensing music for broadcast use file cue sheets with the PROs, or provide Licensee the necessary information so that Licensee may file cue sheets, as appropriate to facilitate payment of all performance royalties to Licensor directly through their PRO.

Commissions Payments - Within 15 days after the end of each calendar quarter, Licensee shall email Licensor a quarterly royalty statement detailing each individual track sale.  Once Licensor's accumulated royalties are equal or greater than $25.00, Licensee shall send payment to Licensor via check or PayPal, at Licensor's choice, within 45 days after the end of each calendar quarter.  Licensee encourages Licensor to establish a PayPal account because payment is issued in a more timely manner and avoids potential delays and problems that can occur with mailed checks (please visit www.PayPal.com to setup a free account).  AudioSparx uses PayPal's MassPay service to make payments, and you are not charged a transaction percentage or fee by PayPal to receive payment in this way - you receive your full commission amount from AudioSparx with no offsets or withholds.

Recorded Content may be used for promotional purposes - Licensee may, in its sole discretion and without compensation to Licensor, utilize the Recorded Content to advertise and promote the Sites and the Recorded Content for the purposes of raising public awareness of the Sites, or the Recorded Content itself, as well as to attract clients to visit the Sites to license the Recorded Content and/or Commercial Music Service.  This agreement shall cover all Recorded Content provided by the Licensor which is uploaded by Licensor or by Licensee's staff members to the AudioSparx.com web site.

External Distributions - Licensor may choose to participate in various external distribution opportunities that AudioSparx makes available to its vendors.  At the commencement of this agreement, and as Licensor adds new artists to this agreement, each new artist will be automatically opted-in to participate in all external distribution opportunities.  Licensor may choose, in Licensor's sole discretion, to opt-out of any or all external distribution opportunities.  However, for any tracks that are externally distributed, such distributions are permanent and take downs are forever prohibited.  For sake of clarity, such external licensing activity for any of Licensor's tracks that have been distributed externally shall continue in perpetuity and shall survive the end of this agreement.  Any revenue earned via external distribution licensing or sales shall be paid to Licensor in the calendar quarter following the quarter in which the revenue was received at AudioSparx.

Disabling or Deleting Tracks - In general, take-downs are prohibited and disallowed.  Take-downs are disruptive to business and to our clients, and hence unless there is a compelling reason for any track to be deleted or withdrawn, take down requests will generally be denied.  Any individual track take-downs or removals are at the sole and exclusive discretion of AudioSparx.  For sake of clarity, Licensor may request that any individual track be disabled for sale, or deleted from the Sites, or withdrawn from any external distribution, however such take downs, deletions and/or withdrawals are granted on a case-by-case basis at the sole and exclusive discretion of AudioSparx, and may be denied without any explanation.  Further, tracks that have been exported for external distribution to any of the various deals AudioSparx is involved in and which Licensor has elected to participate in can not ever be taken down or withdrawn, they will remain in the deals in perpetuity, earning revenue for Licensor in perpetuity.

Confidentiality - All communications between Licensor and Licensee (and any staff members at Licensee) will be held in strict confidence at all times.  Further, all information available in the AudioSparx Knowledge Base shall be deemed to be privileged information also to be held in strict confidence at all times.  You recognize that any breach or disclosure of confidential information to unauthorized parties will result in irreparable injury to Licensee and that monetary damages alone will be an inadequate remedy in such case, and receiver therefore agrees that Licensee may, if it so elects, institute and prosecute proceedings in any court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this agreement, or to enforce the specific performance of this agreement by you, or to restrain or enjoin you or any person associated with you from all activities in violation of this agreement.  Licensee shall be entitled to recover any and all costs and expenses, including, without limitation, reasonable attorney’s fees in enforcing this agreement and the provisions of this agreement against receiver.

Indemnification - Licensor shall fully indemnify, defend and hold harmless Licensee and its parent company Navarr Enterprises, Inc. from all loss, damage and expense (including reasonable attorney’s fees) arising out of or connected with any claim by a third party which is inconsistent with any of Licensor’s warranties in this agreement, or by reason of any adjudication invalidating the Licensor’s copyrights in the Recorded Content which results in a final, adverse, non-appealable judgment or a settlement entered into with Licensor’s consent.

License Adjustments - Licensee may from time to time, at Licensee's sole discretion and without notice to Licensor, make minor adjustments to this license agreement for the further protection and/or benefit of both the Licensor and AudioSparx, to protect both parties rights and/or to enhance the revenue opportunities for both parties.  The "last update date" will always be listed at the bottom of this agreement to facilitate awareness by Licensor of any changes in this agreement's text.  Licensor agrees to review this license agreement on at least a monthly basis and agrees that continuing participation as a vendor at AudioSparx constitutes automatic consent and agreement with the terms of this agreement and all of the terms contained within this agreement.

5-Year License Term With Automatic 1-Year Renewals – The term of this agreement is five years and will automatically renew for additional one-year terms thereafter unless either party wishes to discontinue and notifies the other party in writing via email or postal mail with a 30-day notice.  For purposes of clarification, after the initial five-year term, either party may terminate this license Agreement at any time subject only to the 30-day notice provision as set forth in this Agreement.  

General – This Agreement is non-assignable and shall be binding upon the heirs, successors and legal representatives of each of the parties hereto.  This License Agreement is made in Florida, and shall be governed by and construed in accordance with the laws of the United States of America and of the State of Florida, with specific jurisdiction assigned to the court at in St. Johns County, Florida.  Any cause of action of customer or its designated users with respect to this agreement must be instituted within one year after the claim or cause of action has arisen or further action is barred.  This agreement represents the full and complete understanding between the parties.  Licensee reserves the right to modify this agreement as necessary at any time.  If any clause of this agreement is held to be invalid, the agreement continues in effect with all other clauses in effect.

NOTE:  License Text Last Updated as of April 17, 2012

See similar separate agreements online for participating in StockMusicSite.com, CustomLabelMusic.com and with our external ringtone distribution service.  Each of these sites or services has their own separate legal agreements.  You will find these additional agreements as you add a new artist to the site, and for each artist, they can participate in any or all of our sites and services at your discretion.