AudioSparx Content Provider 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 "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 well as optionally the right to sub-license the Recorded Content to clients for personal use and 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.  

Licensing operations shall occur via the AudioSparx.com web site.  Licensee may also use the Recorded Content to advertise and promote the AudioSparx.com web sites to attract clients to license the Recorded Content.  This agreement shall cover all Recorded Content provided by the Licensor which is uploaded by Licensor or by Licensee staff members to the site and enabled for sale on AudioSparx.com.

Pricing - Licensee shall assign an initial price to the Recorded Content during the upload process, which may be modified by Licensor as desired.  Licensee may on occasion discount the pricing for any custom-negotiated licensing transactions as appropriate and necessary in order to close new multi-track deals.  In no case shall discounting in excess of 20% be offered to any sub-client without prior written consent from Licensor.

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 as appropriate to facilitate payment of all performance royalties to Licensor 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.

Disabling or Deleting Tracks - Individual tracks may be disabled for sale or deleted from the AudioSparx site by Licensor at any time should Licensor wish to enter into an exclusive agreement for a track with some third party.  

Confidentiality - All communications between Licensee (and any staff members at Licensee) and Licensor will 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.

Licensor indemnifies, and shall 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.

General – The term of this agreement is five years, and will automatically renew for additional five-year terms 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, either party may terminate this license Agreement at any time subject only to the 30-day notice provision as set forth in this Agreement.  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.  If any clause of this agreement is held to be invalid, the agreement continues in effect with all other clauses in effect.

NOTE:  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.