This agreement (“Agreement”) is made between FutureHeights, an Ohio nonprofit corporation (“FutureHeights”) (dba “Heights Music Hop”) and the artist listed in “Musician or Group Name” field of the Musician Profile Form (“Artist”) (collectively, the “Parties”) and entered into and effective this date listed on this form.
WHEREAS, Heights Music Hop (“Festival”) is an event in support and promotion of an annual music festival in Cleveland Heights business districts, WHEREAS, Artist wishes to perform at the Festival, WHEREAS, Artist’s performance at the Festival is not guaranteed, WHEREAS, Artist wishes to donate its art and music to aid Heights Music Hop in promoting the Festival, NOW THEREFORE, in consideration of the mutual promises set forth in this Agreement, the Parties agree as follows:
1. Definitions.
a. Group Provision: The word “Artist” shall be deemed to refer individually and collectively to each of the members of the group known as the artist listed in “Musician or Group Name” field of the Musician Profile Form(the “Group”). The obligations, liabilities, prohibitions and restrictions imposed upon the Artist, and the representations and warranties made under this Agreement by the Artist, shall be deemed to apply, or to have been made, individually and collectively to or by each of the members of the Group, whether performing alone, with others or as a member of the Group, regardless of the name by which the Group or any of its members may then be identified. A breach of this Agreement by any member of the Group shall, at Heights Music Hop’s election, be deemed a breach by the Artist. In the event of any such breach, Heights Music Hop may, by written notice to the Artist, terminate this Agreement entirely or, alternatively, may terminate this Agreement only as to the member or members of the Group who have breached this Agreement.
b. Artist’s Intellectual Property: The “Artist’s Intellectual Property” refers to all songs or music performed at the festival by Artist, as well as any recording provided to Heights Music Hop for promotional purposes.
2. License Grant.
To further the charitable or educational purposes of Heights Music Hop, Artist grants to Heights Music Hop a limited, non-exclusive worldwide license in perpetuity, without the right to sub-license, to reproduce, distribute, exhibit, broadcast, transmit, display, sell, digitally download, stream and otherwise exploit Artist’s Intellectual Property by any means now or hereafter known or developed, in whole or in part, with the right to edit, modify, translate, dub and/or subtitle Artist’s Intellectual Property.
3. Donation of Artist’s Intellectual Property.
Artist donates the license to use Artist’s Intellectual Property for the benefit of Heights Music Hop. Artist affirmatively waives all payment in the form of royalty payments, mechanical royalties, or other compensation related to the use of the Artist’s Intellectual Property to which Artist may otherwise be entitled.
4. Artist’s Information.
Artist grants Heights Music Hop permission to use Artist’s name, likeness, biographical information and any material supplied by Artist, for purposes of advertising, publicity, sales promotion, and fundraising in support of Heights Music Hop. Heights Music Hop shall give Artist credit on printed and electronic media. Artist shall email a recent digital photograph of the Artist to info@futureheights.org within 3 days of the execution of this agreement.
5. Artist’s Representations and Warranties.
a) Authority to Enter into this Agreement. Artist represents and warrants that Artist has the full right, power and authority to enter into and perform this Agreement and to grant to and vest in Heights Music Hop all the rights herein set forth, free and clear of any and all claims, rights and obligations whatsoever.
b) Capable of Copyright Protection. Artist represents and warrants that all of Artist’s Intellectual Property is new and original and capable of copyright protection throughout the entire world.
c) Original Work. Artist represents and warrants that the Artist’s Intellectual Property is Artist’s sole, exclusive, and original work and in no way imitates, copies, or infringes upon any other material. Artist represents and warrants that none of Artist’s Intellectual Property violates or infringes upon another’s common law or statutory rights, including, but not limited to, contractual rights, copyrights, and rights of privacy.
d) Exclusive Right to Compositions. Artist represents and warrants that Artist has not sold, assigned, leased, licensed, disposed of, or encumbered any of Artist’s Intellectual Property or rights granted to Heights Music Hop under this Agreement. Artist represents and warrants that Artist shall not sell, assign, lease, license, dispose of, or encumber any of Artist’s Intellectual Property rights granted to Heights Music Hop under this Agreement.
6. Compensation.
In the event that Artist is chosen to perform at the festival:
a) Heights Music Hop shall pay Artist by check for Artist’s performance.
b) Artist shall perform 45-60 minutes at a location and time to be decided by Heights Music Hop.
7. Equipment Responsibilities.
Artist shall provide all equipment and materials necessary to conduct its performance. Heights Music Hop may provide equipment and materials at its own discretion.
8. Performance Liabilities.
Artist and affiliates perform at their own risk. Artist waives all claims against Future Heights (dba Heights Music Hop), and its officers, directors, employees, volunteers, coordinators, sponsors, agents and representatives; the venues and facilities and their respective shareholders, members, officers, directors, employees, volunteers, agents and representatives; and the City of Cleveland Heights and its managers, employees, agents and representatives.
9. Performance Limitations.
Heights Music Hop and its coordinators may determine appropriate volume for music and vocals performed during the performance. Artist shall cooperate fully with Heights Music Hop coordinators, sound engineers, or other Heights Music Hop volunteers in determining volume. Artist shall abide by Heights Music Hop Regulations for the Festival. Artist shall abide by all applicable state and local laws and regulations, including but not limited to laws a) prohibiting the consumption of alcoholic beverages outside of the property borders of venues and facilities; b) regulating designated smoking areas, and c) prohibiting or restricting the possession of firearms.
Artist shall not perform any composition at the Festival to which it it does not have full and exclusive rights or any composition that could result in a complaint, action, or assessment against Heights Music Hop by a performing rights organization (including, but not limited to ASCAP, BMI, or SESAC) for fees, costs, or penalties related to licensing and/or performance rights.
10. Live Performance Recording License.
a. Artist hereby irrevocably authorizes Heights Music Hop and its representatives, licensees, and assigns to record, film, videotape, photograph and/or digitally record Artist in connection with the performances of Artist in or about the Festival and to use such audio recording, film, videotape, photography and/or digital recording to further the charitable or educational purposes of Heights Music Hop, any number of times in any manner or medium now or hereafter known including, without limitation, home video devices, digital downloads, streaming, etc., and in advertising and promotion of such uses any such recording, film, videotape, photography and/or audio recording.
b. Artist releases and assigns to Heights Music Hop all rights, worldwide and in perpetuity, relating to such film, videotape, photography and/or audio recording and their uses, including but not limited to the sole and exclusive right to reproduce, distribute, exhibit, broadcast, transmit, display, sell, rent, lease, digitally download, stream and otherwise exploit same by any means now or hereafter known or developed, in whole or in part, with the right to edit, modify, translate, dub and/or subtitle, and to secure copyrights in connection with the aforesaid uses, as its sole property. Heights Music Hop may use Artist’s name, likeness, biographical information and any material supplied by Artist, for purposes of advertising, publicity, and sales promotion, but not as a direct endorsement of any product or services.
11. Cancellation.
If Artist wishes to cancel for any reason, Artist shall provide written notice of their cancellation to Heights Music Hop no later than fourteen (14) days prior to the Festival.
12. Indemnification.
Artist shall indemnify and hold harmless FutureHeights (dba Heights Music Hop), and its officers, directors, employees, volunteers, coordinators, sponsors, agents and representatives; the venues and facilities and their respective shareholders, members, officers, directors, employees, volunteers, agents and representatives; and the City of Cleveland Heights and its managers, employees, agents and representatives from any claim, suit, award, or judgment (including attorney’s fees) arising from any activities of the Artist, or for any breach of any term or condition, or representation or warranty made by Artist in this Agreement, and/or from any claim by a performing rights or licensing organization (including, but not limited to ASCAP, BMI, or SESAC) for fees, costs, or penalties related to licensing and/or performance rights arising from or related to Artist’s performance of Artist’s Intellectual Property or of any other composition during the Festival.
13. Governing Law.
This instrument contains the entire understanding of the parties, may not be changed or terminated except by an instrument signed by the Parties. This Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Ohio. Each Party hereby irrevocably consents to the jurisdiction and exclusive venue of the state and federal courts situated in Cuyahoga County, Ohio.
IN WITNESS WHEREOF, the Artist has checked the box on the Musician Profile Form indicating assent to this Agreement as of the date the Musician Profile Form was submitted.