General Terms of Participation

PLEASE REVIEW THESE GENERAL TERMS OF PARTICIPATION PRIOR TO PARTICIPATING IN THIS MUSICIANS FOR A CAUSE INITIATIVE (THE “GENERAL TERMS”). YOUR PARTICIPATION WILL BE CONSIDERED AS AN ACCEPTANCE OF THESE GENERAL TERMS OF PARTICIPATION.

1. BACKGROUND

Musicians for a Cause has created this initiative as a cooperative campaign (the “Initiative”) to benefit nonprofit organizations (“Organization(s)”). Any nonprofit organization aligned with this cause can participate in the Initiative, subject to these General Terms. Please also review the campaign website for further descriptive details of the Initiative, which are incorporated herein by reference.

2. DEFINITIONS

2.1 The following capitalized terms will have the meanings defined below, unless the context would obviously require otherwise.

“Organization” means any nonprofit organization who accepts these General Terms and requests a music store to offer songs to its supporters.

“Initiative” means the total combination of the website, songs, videos, text templates, images and tools available for use by participating Organizations.

“Funds” means any monies received through the purchase of downloads or addition contributions.

“Marks” means any graphics, logos or terms affiliated with the Initiative.

3. LICENSE RIGHTS AND RESTRICTIONS

3.1 All songs and content are licensed or created by Musicians for a Cause for use in the Initiative. Subject to the participating Organizations compliance with these General Terms, Musicians for a Cause grants the Organization, during the term hereof, a non-exclusive, non-transferable, non-sublicensable and limited license, to:

a. Offer the Initiative’s songs for sale to its supporters.

b. Use any information about the Initiative in promotional material in print, electronic communication and on websites.

c. Create promotional videos using songs from the Initiative, provided credit is clearly given to the artist, Musicians for a Cause, and the initiative.

3.2 The Organization may not assign, delegate, sublicense, pledge or otherwise transfer the rights or licenses set out herein, or any of its obligations hereunder, to any third party other than as expressly granted under these General Terms.

3.3 The Organization may not alter, change, modify or adapt the Musicians for a Cause Marks or materials, unless otherwise approved by Musicians for a Cause in writing (in each specific case).

3.4 The Musicians for a Cause Marks and website content and any and all patents, copyrights, trademarks, design rights, and any and all other intellectual property rights associated therewith, are the exclusive property of Musicians for a Cause and its licensors. All rights in and to the Musicians for a Cause Marks are reserved by Musicians for a Cause and its licensors and the Organization obtains no rights other than the limited license rights explicitly granted under Section 3.1 above.

4. THE ORGANIZATION’S OBLIGATIONS

4.1 The Organization commits to actively promote the initiative to supporters.

4.2 The Organization shall, during the term hereof and thereafter, indemnify Musicians for a Cause against any and all liabilities, damages, losses, costs and expenses (including reasonable legal fees and expenses) suffered or incurred by Musicians for a Cause due to: (i) the Organization’s breach of these General Terms; or (ii) otherwise due to the Organization’s use of the Musicians for a Cause Marks.

5. MUSICIANS FOR A CAUSE OBLIGATION

5.1 Musicians for a Cause commits to: a. Provide assistance in the Organization’s setup and use of the website music store. b. Support Organization in the creation of a campaign under this Initiative. c. Disburse net funds due to Organization without undue delay through Paypal upon receipt of all information required to do so.

6. DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, THE MUSICIANS FOR A CAUSE MARKS, MATERIALS AND WEBSITES (AND ANY AND ALL PARTS THEREOF) ARE PROVIDED “AS IS” AND MUSICIANS FOR A CAUSE MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO THE MUSICIANS FOR A CAUSE MARKS, MATERIALS AND WEBSITES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS.

7. LIMITATION OF LIABILITY

7.1 EXCEPT AS EXPRESSLY SET FORTH IN THESE GENERAL TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR: (I) INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; NOR FOR (II) DAMAGE TO PROPERTY; LOSS OF USE OR DATA; LOSS OF PRODUCTION; OR LOST PROFITS, SAVINGS OR REVENUES OF ANY KIND (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL); NO MATTER WHAT THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Notwithstanding anything to the contrary herein, the total accumulated liability of Musicians for a Cause hereunder shall not exceed the payments made to the Organization hereunder during the period of time the Organization participated in the Initiative, and under compliance with the General Terms.

7.3 No action, regardless of form, arising out of any alleged breach of these General Terms may be brought by either party more than twelve (12) months after the cause of action occurred or became known to the claiming party, whichever is later.

8. TERM AND TERMINATION

8.1 Musicians for a Cause may further prematurely terminate the Organization’s participation in the Initiative upon written notice to the Organization (including e-mail), with immediate effect: (i) if the Organization, in the reasonable discretion of Musicians for a Cause, is in material breach of these General Terms; (ii) if the Organization’s use of the Musicians for a Cause Marks dilutes or tarnishes the Musicians for a Cause Marks or harms the reputation of Musicians for a Cause in any way; (iii) if the Organization becomes insolvent or enters into liquidation, bankruptcy or other procedure due to its inability to pay its debts; or (iv) in the event of a change of control of Musicians for a Cause.

8.2 Upon termination or expiration of the Organization’s participation in the Initiative, all rights granted to the Organization hereunder shall terminate.

8.3 Sections which by their nature are intended to survive the termination or expiration of these General Terms shall so survive the expiration or termination hereof, including but not limited to, Section 6, Section 7, and Section 10.

9. REVISIONS OF THESE GENERAL TERMS

Musicians for a Cause reserves the right to revise these General Terms from time to time. If the Organization does not accept the revised General Terms, the Organization is entitled to terminate its participation in the Initiative with immediate effect upon written notice to Musicians for a Cause (including e-mail).

10. MISCELLANEOUS

10.1 All notices required or permitted to be given by either party under these General Terms shall be in writing and may be delivered by courier, registered mail, facsimile or e-mail and shall be deemed given upon dispatch of such notice. A notice to the Organization shall be made to the contact details specified in the Organizations registration, and notices to Musicians for a Cause shall be made to the contact details specified on the Musicians for a Cause website.

10.2 The Organization may not assign any of its rights or obligation under these General Terms to a third party without the prior written consent of Musicians for a Cause.

10.3 The failure by Musicians for a Cause or the Organization to enforce any provisions of these General Terms or to exercise any right in respect thereto shall not be construed as constituting a waiver of its rights thereof.

10.4 If any provision of these General Terms is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

10.5 The Organization’s participation in the Musicians for a Cause Initiative is not intended to establish any partnership, agency, joint venture, employment, or other relationship between Musicians for a Cause and the Organization except that of independent contractors.

10.6 These General Terms contain the entire agreement between the parties on the subject matter hereof and supersedes all undertakings and agreements previously made between the parties with respect to the subject matter of these General Terms.

10.7 Except as set out in Section 9 above, these General Terms may be modified only by a written document duly signed by both parties and referencing these General Terms.

10.8 Musicians for a Cause reserves tthe right to modify which songs are included in the Initiative, and to terminate the availability of the Initiative at any time.

11. GOVERNING LAW AND ARBITRATION

Notwithstanding the above, nothing in these General Terms shall prevent either party from seeking any interim or final injunctive relief by a court of competent jurisdiction.

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