Tripulse Canvas - Pursuit: Agreement
Thank you for being part of the Tripulse Canvas initiative. By submitting your song to the project, you will be subject to the below agreement. If your song does not make it through the judging process, this agreement will no longer be valid.

We encourage you to read this entire agreement and ask about anything you don't understand, but we also know nobody reads these things, so...

TL;DR = You send us a song, we put it on an album, you get 50% of the money your song earns (if you have a paypal account) and the remaining 50% is split between Tripulse and Notes for Notes. You give us permission to do this. If your song doesn't get on the album, this agreement doesn't apply to you.

Now, here's the full agreement.

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1. INTERPRETATION

The definitions of certain terminology that will appear throughout the agreement.

Musician: You.
Tripulse: Us.
Project: The Canvas initiative.

Net Receipts: All sums received by Tripulse from the exploitation of the Works, minus any conversion or transmission fees.

Works: Any and all songs submitted to Tripulse by the Musician for the Project.

Term: The length of time in which the agreement is in effect. It will remain valid indefinitely unless otherwise specified, and will begin on the date of submission.


2. ASSIGNMENT

The Musician hereby globally assigns the following rights to Tripulse during the Term of the agreement, exclusively for the purpose of the Project. These rights are non-exclusive unless otherwise specified.

(a) Partial ownership of the copyright and all other rights in the nature of copyright of the Works, NOT including intellectual property rights.

(b) All ancillary rights customary and necessary to exercise Tripulse's rights hereunder. These include things such as the use of the Musician's chosen name, biography, and any images and photographs provided to Tripulse.

(c) The right to grant licenses to synchronize the Works with visuals in any digital or physical format, and to reproduce, copy and digitally encode (including editing, looping or enhancing the Works at Tripulse's own discretion) for the purposes of distribution to third parties for licensing opportunities. These include, but are not limited to advertising, promotion, and background use.


3. ROYALTIES & ACCOUNTING

Tripulse agrees to pay to the Musician fifty percent (50%) of all Net Receipts from the Works, unless the Musician specifies otherwise. Of the remaining sum, Tripulse will donate fifty percent (50%) to Notes for Notes Incorporated.

Tripulse will account to the Musician every thirty (30) days, unless otherwise specified by the following conditions.

(a) If Tripulse does not receive the Net Receipts in a given month, no accounting will take place for that month.

(b) If the Musician does not live in the United States, accounting will be deferred until the total amount due to the Musician exceeds a minimum of $20 USD.

(c) If the Musician does not have a verified PayPal account, no accounting will take place until an account is made and verified.


4. WARRANTIES

The Musician represents and confirms the following.

(a) The Works are original and were written in good faith, and the exploitation of the rights assigned by this agreement will not infringe the rights of any third party.

(b) The Musician is fully entitled to enter and perform under this agreement.

(c) The Works delivered to Tripulse by the Musician will not give rise to liability to third parties. In this regard but without limitation, the Musician must make specific acknowledgement of the importance of respecting the copyright of others.

(d) There are no restrictions on the Works. The Works do not contain any samples for which a license has not been acquired, thus their inclusion infringes on the rights of a third party. Any and all consents required pursuant to any legislation protecting the rights of performers have been obtained for all persons whose performances are embodied on the Works.

(e) Each party indemnifies the other and holds it harmless from and against any and all losses, damages and costs including legal fees arising out of or by reason of any agreed or adjudicated claim that is inconsistent with or arising out of or by reason of any breach of the representations, warranties, grants, undertakings or agreements given under this agreement.

(f) The Label shall be entitled in the event of any written claim being made against Tripulse as a result of the Musician's breach of this agreement to withhold all sums becoming due to the Musician up to an amount reasonably commensurate with Tripulse's potential liability pursuant to such claim.


5. MISCELLANEOUS

5.1 This assignment and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of the state of Oregon in the United States of America. The parties irrevocably agree that the courts of the state of Oregon shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this assignment or its subject matter or formation.

5.2 No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

5.3 If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.

5.4 If any invalid, unenforceable or illegal provision of this agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention.

5.5 This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

5.6 Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement.

5.7 No person other than a party to this agreement shall have any rights to enforce any term of this agreement.

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