By registering as a Songwriter in the Sing Me a Story program, you agree to the terms outlined in this ASSIGNMENT AND LICENSE (this “License”) either on your own behalf as the owner of the rights licensed and assigned (“Rights Holder(s)”) or as an authorized representative of the Rights Holders (“Representative”) (collectively “Right Signatory”). This License is between the Rights Signatory and The Sing Me A Story Foundation (SMAS), a Tennessee nonprofit corporation, and its successors and assigns (“Company”) as of the date Rights Signatory registered as a Songwriter in the SMAS program. Any reference herein to Rights Signatory includes within its meaning the Rights Holders, as well as the Representative if any.
If Rights Signatory is the Representative, Rights Signatory hereby represents and warrants he/she (i) is the authorized representative of the Rights Holders for the purposes set forth in this License and (ii) has been authorized by the Rights Holders, and has full power on behalf of the Rights Holders, to enter into this License on behalf of the Rights Holders. Any reference herein to a “band” includes within its meaning each member individually, as well as the band members collectively.
Rights Signatory acknowledges that from time to time the Company may provide Rights Holders with access to, and/or copies of, drawings, photographs and other images, and writings and other works, by SMAS participants (together, “Creative Expressions”) as inspirational material for Rights Holders’ creative process. The Company provides this access solely for such purpose, and Rights Holders agree that Rights Holders shall not have any rights in the Third Party Works. When the Creative Expression is licensed under a Creative Commons Attribution 4.0 International license, Rights Holder will comply with the terms of that license, available at http://creativecommons.org/licenses/by/4.0/legalcode. The attribution requirement will be considered satisfied by including the first name and age of the Creative Expression creator, as supplied by SMAS, and by indicating that creator is a Sing Me A Story Foundation participant. For example: “Inspired by and incorporating words from “My Poem” by Annie, age 9, Sing Me A Story Foundation participant.” Neither Rights Holders nor Representative shall reproduce, transfer, distribute, perform or exploit any Creative Expressions in any manner inconsistent with the Creative Commons Attribution 4.0 International license.
In exchange for consideration received, including access to Creative Works from the SMAS participants, the ability to participate in the Sing Me a Story program as a songwriter, a route to share Works with the SMAS participants whose Creative Expressions were used, and publicity on the Sing Me a Story website, Rights Holders do hereby sell, grant, transfer, assign and convey to the Company all of Rights Holders’ right, title and interest in and to fifty percent (50%) of all royalties, results or proceeds received by Rights Holders, and those owed to Rights Holders, from whatever source as a result of the use or exploitation of the musical compositions and sound recordings created from, incorporating or inspired by SMAS Participant’s Creative Expressions (“Works”).
Each Rights Holder further grants to Company a worldwide non-exclusive and irrevocable license and right to use the Works for the life of the copyrights in the Works, including any extensions and renewals thereof, and to use such Rights Holders’s name and likeness in connection with the promotion of the Works, for Company’s business purposes. This License extends to the right to reproduce, publicly perform and distribute the Works (including but not limited to via streaming online and so-called “on demand” services, and via downloads and uploads), in any manner now known or hereafter devised. Rights Signatory warrants and represents any such Rights Holder’s use of the Right Holder’s name does not infringe the rights of any third party, and that such Rights Holder is entitled to use its name without restriction. Rights Holders shall deliver Works to the Company from time to time, including but not limited to by online electronic transfer, on compact discs, in written transcripts or in other formats. Delivery of a sound recording is deemed delivery of the recorded composition.
Rights Signatory hereby represents and warrants that Rights Holders are the sole author(s) of the Works, outside of any content incorporated from an SMAS Participant’s Creative Expression, and the sole lawful owner(s) of the copyrights in and to the Works and of the assets, properties, contracts, and rights related to, embodied by, or arising out of the Works as described above; and that Rights Holders have good right and authority to license the foregoing to Company without liens or encumbrances of any kind. If this representation is not correct, Rights Holders shall comply with the disclosure obligation in the next paragraph. If Rights Holders are not the sole lawful author(s) and owner(s), Rights Holders and Representative hereby represent and warrant that they have obtained the signature of any co-writer and co-owner (a “Co-Rightsholder”) to a License to the Company in the same form as this License (each such signed instrument being a “Co-Writer and Co-owner Assignment and License”), and that same has been delivered to the Company. In that case, the representations and warranties made by Rights Signatory herein with respect to Rights Holders being the sole writer(s) and sole owner(s) are instead representations and warranties that Rights Holders and the Co-Rightsholders are the sole authors and sole owners of the Works and the copyrights therein and thereto, and that together they have good right and authority to sell and transfer all of the Works, rights and any other assets, properties, contracts, grants and other rights described herein to the Company. It is hereby agreed among the Rights Holders and all Co-Rightsholders that the fifty percent (50%) interest stated above as retained by them is with respect to each of them a pro-rata percentage of such retained interest (unless otherwise agreed by such parties in writing). For the foregoing purpose in determining such pro rata interest, a band that is a Rights Holder is considered a single writer. It is solely the Rights Holders’ and Representative’s responsibility to obtain signed Co-Writer and Co-Owner Licenses. The term “writer” as used in this Agreement includes within its meaning the term “creator.” Any band that is a Rights Holder shall divide the single writer’s percentage interest portion to which such band is entitled equally among band members pro rata based on the number of band members.
At Company's reasonable request and subject to Rights Holder's availability, Rights Holder grants Company the right to record Rights Holder performing the Work and grants Company a worldwide non-exclusive and irrevocable license and right to use the sound recording of the Work for the purposes described in this agreement. Rights Holder waives any consideration for performing on this recording. This license is subject to any agreement Rights Holder may have with a third party regarding his or her services as a recording artist.
Rights Signatory represents that the Right Holders are not a party to or bound by, nor are the Works, outside of any content incorporated from an SMAS Participant’s Creative Expression, subject to, any agreement or any other obligation, written or verbal. If this is not the case, it is the Rights Holders’ and the Representative’s duty to disclose such agreement or other obligation to the Company in writing, to identify whomever the agreement is with or the obligation is to, and to provide information sufficient for Company to contact same.
Rights Holders and Representative shall indemnify and hold harmless Company for any expenses, costs, damages or liabilities, of any type or kind whatsoever including but not limited to reasonable attorneys fees, incurred by Company as the result of or in connection with (i) breach of any representation or warranty made herein by Rights Holders or Representative, or any inaccuracy therein, whether actual or alleged, and/or (ii) any action brought by the Company to enforce the terms of this Agreement.
Rights Signatory is familiar with the Company’s ‘Jukebox’ program and acknowledge that the Company shall own, and may allocate and use, all of the proceeds therefrom for any purpose and in any manner, in the Company’s sole discretion.
Rights Holders shall execute and deliver any and all instruments, documents and papers, give evidence and do any other acts, which, in the opinion of Company’s counsel, are necessary or desirable to document such licenses or enable Company to file or prosecute applications for and to acquire, maintain, and enforce any and all of its rights, of any kind, in the Works. Rights Holders represent and warrant that (i) each of them is of at least 18 years of age, or (ii) if not, a parent or the guardian of such person has executed a consent.