PsalmPlace Artist Agreement

Last updated 5/11/2012.

THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER YOU CLICK “I AGREE” ON THE "Upload Psalms" window WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON.

We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions of Section9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and PsalmPlace that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, you will be notified by email. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services. Your continued use of the Services following posting of a change notice or new agreement on the Site or notice to you via e-mail, will constitute your binding acceptance of the changes.

YOU ARE RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH PsalmPlace FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES.

1. Terms of Service:

This Agreement is incorporated into and subject to the Terms of Service (https://www.psalmplace.com/tos) ("TOS”). All initially-capitalized terms not defined in this Agreement are defined in the TOS.

2. Authorization:

You hereby grant to us the non-exclusive right, during the Term (as defined below) and throughout the “Authorized Territory” (as defined below), to:

(a) Publicly display, communicate to the public, and otherwise make available Your Content, and portions thereof as embodied in Samples, by means of digital audio transmissions (on an interactive or noninteractive basis) through the Website, to identify the availability of Your Content for sale or free usage, and to promote Your Content, on a through-to-the-listener basis, without the payment of any fees or royalties to (i) the songwriters, composers, or music publishers owning any rights in and to Your Content; (ii) any performing artist(s) (including non-featured vocalists and musicians) on Your Content; (iii) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label, and (iv) any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);

(b) Place or embed Your Content in PsalmPlace advertisements to promote the PsalmPlace Service; and

(c) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement;

(d) Place 2-minute previews (samples) of your songs in digital advertisements, and store the 2-minute preview files in a public area on the PsalmPlace website. This is only applicable if you check the "Allow Preview" option when uploading Content. If you do not check the "Allow Preview" option, 2-minute preview files will not be generated or utilized in any way.

(e) Play your audio Content on radio stations, both online and terrestrial, and offer your audio Content to radio stations for them to play as often as they desire.

(i) We do not guarantee that radio stations we submit your Content to will pay you royalties for the usage of your Content. Each radio station will, or will not, pay you royalties, in accordance with their own policies.

(ii) If you do not want your Content played on radio, you may send us an email stating as such to "info@psalmplace.com", and we will remove your Content from future radio submissions.

3. Term:

The term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us. No advanced notice by either party is required to terminate this Agreement. You can terminate this Agreement at any time by clicking "Cancel Account" within the PsalmPlace website. Upon your termination, all digital files uploaded by you to PsalmPlace will be deleted, and all data entered by you within PsalmPlace website will be deleted. Notwithstanding anything to the contrary herein, PsalmPlace may at any time in its sole discretion, with or without notice to you: (i)suspend or limit your access to or your use of the Services and/or (ii)suspend or limit your access to your Account (as defined in Section11(a)).

4. Payments and Costs to You:

(a) Pricing the Sale of Your Content. You will have the discretion to set the pricing of Your Content on the Website, with a minimum of $0.50 per item. You also have the right to offer your Content free of charge. PsalmPlace will charge you 20% of the sales price. This amount will be automatically deducted from your gross sale price upon the successful completion of a transaction. PsalmPlace will pay you what is owed to you on a transaction no more than one week following the date of that transaction. If you elect a sale price of $0, PsalmPlace will charge you and owe you nothing.

(b) In all events, you acknowledge and agree that you are ultimately responsible for the payment of any Sales Tax owed in connection with the sale of Your Content pursuant to this Agreement, and you hereby indemnify PsalmPlace for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by PsalmPlace.

(c) PsalmPlace offers to You a number of services to market and promote your Content. These services often come at a cost to you, which is outlined within the PsalmPlace website. PsalmPlace will not charge you any monetary amount without first presenting to you the amount, and providing you the ability to confirm the transaction or cancel the transaction. PsalmPlace maintains the right to modify the costs of these promotion services without notification to you. If PsalmPlace does modify the cost of a promotion service, the next time you seek to utilize such a service, the new cost will be apparent to You on the website.

(d) PsalmPlace reserves the right to changes its pricing at any time. This includes the cost of a promotion purchase, the cost of a classified ad, or the cost of any other item offered for purchase within the PsalmPlace website. PsalmPlace reserves the right to change its percentage cut on a sale of a Psalm. Should PsalmPlace change any price or percentage cut, PsalmPlace will modify this agreement accordingly, and seek to contact you via email and/or notification on the PsalmPlace website regarding the change.

5. Your Obligations:

(a) You, or a licensee acting on your behalf (e.g., a company such as Rightsflow), will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay (i)any royalties and other sums due to artists (featured and non-featured), authors, co-authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Your Content, (ii)all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in Your Content from sales or other uses of Your Content, (iii)all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA), and (iv)any other royalties, fees and/or sums payable with respect to Your Content or other materials provided by you to us. You agree that the amount payable to you is inclusive of any so-called “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting Your Content.

(b) Parental Advisory Labeling. You will be responsible for complying with the Recording Industry Association of America’s (“RIAA”) Parental Advisory Logo (“PAL”) Standards, as applicable, for so long as you use the Services. Information about the RIAA PAL Program is available here: http://www.riaa.com/toolsforparents.php?content_selector=parental_advisory

7. Names and Likenesses; Promotional Use and Opportunities:

(a) Name and Likeness of Artists and Songwriters. You hereby grant to PsalmPlace during the Term the right to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers and/or songwriters, as well as track and/or album name, and all artwork related to your sound recordings or audiovisual works, in any marketing materials for the sale, promotion, and advertising of Your Content, which is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of Your Content).

(b) Promotion.You hereby grant to us the right to market, promote, and advertise Your Content as available for purchase or license, in any and all media, whether now known or hereafter developed, as we determine in our discretion.

(c) Customer Information. PsalmPlace may, from time to time, provide you with information relating to customers that purchase Your Content, subject to our privacy policy and the preferences of our customers. You may only use, and disclose this information to a third party, for your internal record keeping purposes. You may not disclose any of this information to a third party or use it for any other purpose.

8. Ownership:

(a) All right, title, and interest in and to (a)Your Content, (b)the Digital Masters, (c)the Samples, (d)all copyrights and equivalent rights embodied therein, and (e)all materials furnished by you, will be yours.

9. Modification, Termination and Effect of Termination:

(a) Modification of Agreement. We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion, at any time and from time to time. Notice of any material change will be sent to you by electronic mail at least fifteen (15) days prior to its effective date. If the e-mail you have provided to us is no longer functioning, then, in addition to any other remedies we may have with respect to your Account and use of the Services, we shall be authorized to communicate with you via any other reasonable manner we may choose in our sole discretion, including through notice on the web page through which you access your Account information or via any accounting statement. The most recent date of this Agreement shall be identified on the first page hereof. In the event that you do not consent to any such proposed changes in the Agreement, your sole recourse shall be to terminate this Agreement by cancelling your PsalmPlace account.

10. Monitoring of Your Content; Removal of Content from Website:

(a) Monitoring. PsalmPlace does not control Your Content and does not have any obligation to monitor Your Content for any purpose. PsalmPlace may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content, but by doing so PsalmPlace assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review or otherwise access any other artist’s content or artwork.

(b) Right of Removal. PsalmPlace reserves the right, in its sole and absolute discretion, to remove any of Your Content from the Website if such content: (i)is patently offensive, pornographic or defamatory; (ii)is the subject of a dispute between you or us and a third party; (iii)is content to which you cannot document your rights therein upon PsalmPlace’s request; (iv)violates the intellectual property rights or other protected interests of a third party; (v)is the subject of a takedown notice by a party claiming to own the rights therein, or (vi)is the subject of any fraudulent activity, or for any other reason in PsalmPlace’s sole and absolute judgment is necessary to protect the business interests of PsalmPlace and any of its business partners or Licensees. PsalmPlace may also remove Your Content from the Website if you are abusive or rude or provide false or intentionally misleading information to any PsalmPlace employees or agents. PsalmPlace shall have no liability to you for the removal of any of Your Content from the Website. The removal of any of Your Content shall not relieve PsalmPlace of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content.

11. Account Information; Disclosures:

(a) Your Account Information. In order to access some features of the Website, including your account information and financial statements, you will have to create an online account (“Account”). You hereby represent and warrant that the information you provide to PsalmPlace upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your Account information, including your e-mail address, is kept accurate and up-to-date at all times during the Term of this Agreement.

(b) Password. As a registered user of the Services you will have login information, including a username and password. Your Account is personal to you, and you may not share your Account information with, or allow access to your Account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your Account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Website. You agree to notify us immediately of any breach in secrecy of your login information. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party not authorized by you, then you agree to immediately notify PsalmPlace by e-mail to customerservice@psalmplace.com.

12. Prohibited Use of the Website and Services:

(a) You agree not to use the Website and the Services, for any unlawful purpose or in any way that might harm, damage, or disparage PsalmPlace or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following:

(b) Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website or by law, or otherwise attempt to use or access any portion of the Website other than as intended;

(c) Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Website, use of the Website, access to the Website or content obtained through the Website, as a result of your being granted permission to upload Your Content to the Website;

(d) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website;

(e) Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;

(f) Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;

(g) Create a false identity or impersonate another for the purpose of misleading others as to your identify, including, but not limited to, providing misleading information to any feedback system employed by PsalmPlace;

(h) Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;

(i) Interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers;

(j) Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or

(k) Use the Website in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.

13. Availability of Services:

PsalmPlace may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software or services available via the Website, at any time and without notice and without liability to you. The features, media, content, products, software or services available on and through the Website may be out of date, and PsalmPlace makes no commitment to update any aspect of the Website. PsalmPlace makes no representations and warranties with respect to availability of the Website and may discontinue the Service at any time with or without notice. You are solely responsible for maintaining back-up copies of any elements of Your Content uploaded to the Website.

14. Additional Representations and Warranties:

(a) Mutual Representations and Warranties. Each party represents and warrants to the other that it:

(i) is authorized to enter into this Agreement on the terms and conditions set forth herein.

(ii) will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement.

(iii) shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.

(b) Representations and Warranties by You. You represent and warrant to PsalmPlace that:

(i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Content, including, but not limited to, all musical works embodied in Your Content, and that you are authorized to provide Your Content to us for the uses specified in this Agreement. For the avoidance of doubt, if you are acting on behalf of an artist, band, group or corporation, you hereby represent and warrant to PsalmPlace that you are fully authorized to enter into this Agreement on behalf of such artist, band, group or corporation and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement.

(ii) you own or control all of the necessary rights in Your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement.

(iii) the use or other exploitation of Your Content, including, but not limited to, any musical works embodied in your sound recordings, by us as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

(iv) to the extent you are the songwriter of any or all of the musical works embodied in Your Content, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any PRO, whether based in the United States or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us and our Licensees for the public performance and communication to the public of Your Content, including as Samples, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the use of the musical works in Your Content when publicly performed, communicated or otherwise transmitted by PsalmPlace.

15. No Representations and Warranties With Respect to Sales:

PsalmPlace makes no guarantees regarding the minimum number of unit sales, Content sales, or Content downloads.

16. Indemnification:

(a) Indemnification. You hereby agree to indemnify, defend, and hold PsalmPlace harmless from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims”) arising out of any breach or alleged breach of any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, any Claims made by a PRO or music publisher with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this Section.

(b) Indemnification Request. If we make an indemnification request to you under this Section, we may permit you to control the defense, disposition or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by PsalmPlace or imposes any conditions or obligations on PsalmPlace other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to us. If we, in our reasonable and good faith judgment conclude that you are not capable of defending your or our interests against any Claims, then we shall have the option to control the defense in any matter or litigation through counsel of our own choosing to defend against any such Claim for which you owe PsalmPlace an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.

17. Disclaimers:

(a) THE WEBSITE AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PsalmPlace AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PsalmPlace OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. PsalmPlace AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE WEBSITE OR ANY PART THEREOF, OR ANY SERVICES PROVIDED BY PsalmPlace, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE OR ANY ASSOCIATED SITES OR APPLICATIONS, AND OFFER YOUR CONTENT VIA THE SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, HANDSET, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE WEBSITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

18. Limitation of Liability; Basis of the Bargain:

(a) PsalmPlace SHALL NOT BE LIABLE TO YOU FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. PsalmPlace SHALL ALSO NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS OR DAMAGES ARISING OUT OF THE FAILURE OF ANY LICENSEE TO PAY PsalmPlace OR YOU ANY ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED OR TERMINATED AGREEMENT WITH PsalmPlace OR OTHERWISE. PsalmPlace’S TOTAL LIABILITY TO YOU FOR ANY BREACH OF THIS AGREEMENT SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID TO YOU BY PsalmPlace FOR THE SALE OF YOUR CONTENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST PsalmPlace.

(b) APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND PsalmPlace, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND PsalmPlace, PsalmPlace'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT PsalmPlace WOULD NOT BE ABLE TO OFFER ITS SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILITY.

19. General Provisions:

(a) Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture between you and PsalmPlace, and PsalmPlace shall not have a fiduciary obligation to you as a result of your entering into this Agreement.

(b) Entire Agreement. This Agreement together with the TOS contains the entire understanding of the parties relating to the subject matter hereof. This Agreement (including all Addenda) supersedes all previous agreements or arrangements between you and PsalmPlace. This Agreement cannot be changed or modified except as provided herein.

(c) Waiver; Severability. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

(d) Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.

(e) Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with PsalmPlace, or as properly updated, or, in the absence of a valid electronic mail address, via any other method PsalmPlace may elect in its sole discretion, including, but not limited to, via posting on the Website.

(f) Governing Law; Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of the State of Rhode Island applicable to agreements entered into and to be wholly performed in Rhode Island without regard to conflict of laws principles. Any and all disputes arising out of this Agreement shall be resolved in the manner set forth in the TOS.

(g) Rights Cumulative. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.

(h) Headings. The titles and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

(i) No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(j) Assignment. PsalmPlace may assign its rights and obligations under this Agreement at any time to any party. You may not assign your rights and/or obligations under this Agreement without obtaining PsalmPlace’s prior written consent.

20. Certain Definitions:

(a) The following capitalized terms shall have the following meanings for purposes of this Agreement:

(b) "Authorized Territory” means the universe, or more limited territories, to the extent so limited by you, during the PsalmPlace registration process.

(c) “Digital Download Service” means the online services operated by PsalmPlace for the sale of Your Content and other content through the Website.

(d) “Digital Master” or “Digital Masters” means a copy or copies of Your Content in digital form.

(e) “Licensee” means any third party licensee that we may authorize to carry out the marketing, sale or other use of Your Content pursuant to the terms of this Agreement.

(f) “Service” means the Digital Download Service.

(g) “Your Content” means sound recordings, documents, and the musical works embodied in such sound recordings, and any album related artwork, photos, liner notes, metadata and other material related to your sound recordings that you have provided to PsalmPlace, either by digital upload to the Website or by delivery of Physical Product, either directly or via a third party acting on your behalf. Any such sound recordings, documents (and the musical works embodied therein), artwork, photos, liner notes, metadata, or other material provided by you to PsalmPlace, must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized under this Agreement. For the avoidance of doubt, Your Content encompasses each sound recording and the musical work (i.e., the notes and lyrics) embodied in each sound recording.