IMPORTANT: The Consortium does not desire to manage, negotiate, or otherwise represent the talent.
Our goal is to prepare talent to elevate their abilities and open these doors for themselves
THE CONSORTIUM MMT
MEMPHIS MUSIC TOWN
DIGITAL UPLOAD AGREEMENT
This Digital Upload Agreement (the "Agreement") is made by and between The Consortium MMT (the "Company") and individuals who upload materials to the Company's website (the Owner"). The Agreement is to remain in effect for three (3) weeks after the Company has reviewed the materials. The parties hereby agree to the following terms and conditions in connection with such Agreement:
The Company is the provider of a certain website whereby individuals desire to have an opportunity to receive information, insight and application steps from music professionals who are willing to impart talent advice to the Owner and serve as a mentor.
"Content" means the audio or audio visual recordings and other materials which the Company may upload to its Servers;
"Owner" means a third party arms length end individual who uploads Content to Company's Servers;
"Review" means period of time that Company will analyze uploaded Content to determine whether the Owner is eligible to enter the Company's mentoring program. This period of time will conclude three (3) weeks after the Company has reviewed the materials.
"Servers" means the Company's secured, private and confidential servers that will be used for the storage of Content and other data for purposes of performing a Review.
"Website" means the website found at www.theconsortiummmt.org or such website as may replace the aforementioned website from time to time.
The Owner grants the Company, either through itself or through any affiliated, related, or associated group or company, the right during the Review period to analyze the Content of the uploaded materials for purposes of determining whether the Company can assist the Owner.
The procedures, technical requirements, and protocols by which the Owner may upload Content shall be set out on the Website at the point of uploading, and the Owner agrees to abide by the same.
The Owner warrants that it is free to make this agreement and to license the Content without infringing the rights of any third party.
4.2 The Owner warrants that it is the sole owner and controller of any underlying musical works or lyrical content embodied in the Content and in particular that the Company shall not be liable to obtain any so-call mechanical license and/or performance license from any third party in order to perform its Review. Should the Company be sued because it has not retained any of the aforementioned licenses prior to its Review, then Owner agrees to hold harmless and indemnify the Company from any lawsuit or damages awarded as a result of said lawsuit, including attorney fees or litigation costs.
The Owner further agrees to indemnify and hold harmless the Company against any loss, including attorney fees and litigation costs that the Company may potentially suffer resulting from any claim against the Company inconsistent with any representation made by the Company in this agreement, such as exploitation of the Content or infringement of the Content by third parties not associated with the Company.
Limitation of Liability
5.1 Neither the Company nor any of its directors, subcontractors or employees shall be liable for any loss caused to the Owner in connection with making available its Content to the Company for purposes of Review.
5.2 The Owner's sole remedy should it decide to not pursue the Review after the upload is to give the Company written notice that is wishes to discontinue the Review, and the Company will promptly return all Content materials to Owner and delete the same from the Website and Servers.
6.1 The Company shall not be in breach of those obligations where the Company's Review or performance is reasonably prevented or the Content is unintentionally exposed by circumstances out of the Company's control, provided that the Company takes all reasonable steps to mitigate its effect. If the Website or Servers are hacked or infiltrated and the Company has taken all reasonable steps to secure and protect the Content, then Owner shall hold harmless the Company and indemnify the Company from any and all liability should Owner seek to pursue litigation against the so-called hacker(s).
6.2 This Agreement represents the entire agreement between the parties with respect to its subject matter.
6.3 If any clause or any part of this agreement or the application of such to any party shall for any reason be adjudged by a court or other legal authority of competent jurisdiction to be invalid, such judgment shall not affect the remainder of this Agreement, the terms of which shall remain in full force and effect.
6.4 This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Tennessee.