Themusicdistributors.com LLC
This Annual Service Agreement ("Agreement") is entered into as of ______________________________ (the "Effective Date") between
_____________________________________________________________("Client"), with its principal
offices at ____________________________________________________________________ and Themusicdistributors.com LLC,www.musicdistributors.com with offices at 2443 Fair Oaks, Blvd. #126,Sacramento California 95825.
WHEREAS Client wishes to use www.musicdistributors.com to provide Streaming Media Services and WHEREAS www.musicdistributors.com provides a Streaming Media platform the parties agree that:
1.STREAMING MEDIA means Multimedia Content that is transmitted live or held in archive (for On-Demand delivery) on servers and played or displayed via the Web (IP) incrementally, or in semi-real time, such that it can be heard, viewed or received by an end user with minimal download delays, if any.
2.Contracted SERVICES TO BE PROVIDED. Streaming of On-Demand Content Storage of Content Encoding Services Live Streaming
3.OWNERSHIP/LIMITATIONS ON USE OF CONTENT. Client retains all rights and ownership to content and limits use of content for streaming on Client’s Web site, Intranet or as assigned by Client.
4.INDEMNIFICATION. Client shall indemnify and hold harmless Themusicdistributors.com LLC or it’s contractors from any liability, damage and costs (including reasonable costs and attorneys' fees) arising out or actions brought relating to use of content streamed.
5.FORCE MAJEURE. Except with regard to payment obligations, either party shall be excused from delays in performing or from failing to perform its obligations under this Agreement to the extent the delays or failures result from causes beyond the reasonable control of the party, including, but not limited to: default of subcontractors or suppliers; failures or default of third party software, vendors, or products; acts of God or of the public enemy; U.S. or foreign governmental actions; strikes; communications, network/internet connection, or utility interruption of failure; fire; flood; epidemic; and freight embargoes.
6.CONFIDENTIALLITY. Both parties acknowledge that during the course of this Agreement and during the period of the life of this agreement confidential information regarding the other party's business practices, trade secrets, hardware and software designs, and other proprietary information. Both parties agree to treat all such information and the terms of this Agreement as confidential information, and to take all reasonable precautions against disclosure of such information to unauthorized third parties, both during and after the Term of this Agreement.
7.TERMINATION. Either party may terminate this Agreement, by written notice, if the other party defaults in the performance of any of its material obligations. Under this Agreement breaching party must be given the opportunity to cure default within thirty days. This Agreement will renew annually on the one-year anniversary day of effective date and annually thereafter until notice is given. Termination, by either party, must be by written notice ten days prior to anniversary date.
8.FEES FOR SERVICES.
Streaming of Content -.
Package 3
5,700 minutes streaming time per year - $400.00
up to 2 titles - up to 10 minutes per title
set up - $55.00 per title
Storage of Content - $25.00 per Gigabyte per month
Live Streaming - Bid on a Project per Project basis
Special Promotions or Negotiated Prices will be incorporated into this agreement as Attachments.
9.PAYMENT TERMS. All payments are due upon acceptance of agreement.
10.REPORTING. Provide The Client a monthly report of streaming time and viewer usage.
11.GOVERNING LAW AND JURISDICTION. Both parties acknowledge that this agreement is governed by and will be construed in accordance with the laws of the State of California and the Federal laws of the United States of America without regard to principles of conflicts of laws. Both parties agree and hereby voluntarily submit to the exclusive jurisdiction and venue of the courts of the State of California and the United States located in the State of California Counties of Sacramento or Los Angeles.
12.ARBITRATION. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by arbitration in accordance with the rules, then obtaining, of the American Arbitration Association, conducted in Sacramento or Los Angeles County, U.S.A. and judgment upon the award rendered may be entered in any court having jurisdiction thereof.
13.ASSIGNMENT. Neither party may assign or delegate any or all of its rights (other than the right to receive payments) or its duties or obligations hereunder without the consent of the other party, which consent shall not be unreasonably withheld.
IN WITNESS WHEREOF, the parties have executed this Agreement. By:
/s/ ____________________________________________
Themuscicdistributors.com LLC
Accepted:
/s/ ____________________________________________
Print Name: ____________________________________________
Title: ____________________________________________
