Welcome to the NGtunes internet music service Agreement (together with any and all applicable Addenda the "Agreement"), between you and NGtunes internet music service (a digital store of Audio & Video content, along with our licensees and assignees collectively referred to in this Agreement as "us," "we," and "NGtunes"). This Agreement contains the general terms and conditions under which NGtunes offers the "Services" (as defined below). If you choose to utilize the Digital Download and Distribution Service (as defined below) or the Consignment Service (as defined below) or the "Sync Distribution Service" (as defined below) or any combination of such services, the Digital Download Addendum and/or the Consignment Service Addendum and/or the Sync Distribution Addendum (each an “Addendum” and collectively the “Addenda”) will apply as applicable. Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by NGtunes (whether by upload to the NGtunes website (ngtunes.com.ng) (the "Website") or through the submission of physical embodiments of your sound recordings (and the musical works embodied therein) (e.g., as CDs or DVDs) to NGtunes, constitutes your agreement to and acceptance of this Agreement and any applicable Addendum.
THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICK “I AGREE,” 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 BELOW.
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 Section 9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and NGtunes 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 NGTUNES 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 http://ngtunes.com.ng/terms-and-conditions ("TOS"). All initially-capitalized terms not defined in this Agreement are defined in the TOS.
You hereby appoint us as your authorized representative for the sale and other distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the non-exclusive right, during the "Term" (as defined below) and throughout the “Authorized Territory” (as defined below), to:
(a) Reproduce and create derivative works of Your Content (including any Physical Product) by creating video files that embody Your Content and elements thereof and authorizing our Licensees to do the same (hereinafter referred to as “Art Tracks”), converting Your Content into Digital Masters, including full-length versions of sound recordings (“Clips”) that can be used for promotional purposes as authorized herein and, if necessary, reproducing Your Content in new Physical Product;
(b) Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content, and Clips, by means of digital audio transmissions (on an interactive or noninteractive basis) through the Website, a Licensee website, or via a NGtunes Widget you or any person authorized by you may place on any website, to identify the availability of Your Content for license, sale or distribution 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.
(c) Distribute Your Content in accordance with any applicable Addendum;
(d) Place or embed Your Content in magazines, web sites, NGtunes advertisements, and any and all other media, whether now known or hereafter developed, but specifically excluding television and movies, to promote the NGtunes Service;
(e) Use and distribute Copyright Management Information as embodied in a Digital Master of Your Content;
(f) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement;
(g) Reproduce, distribute, and publicly perform and communicate to the public Your Content (including Clips) as part of a downloaded program that may include multiple sound recordings and other content, commonly known as a “podcast;” and
(h) Authorize our Licensees to perform any one or more of the activities specified above or in an applicable Addendum.
The term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice (the “Term”), which notice, if sent by
(a)NGtunes, may be sent to you at the last e-mail address you provided to NGtunes and
(b)you to NGtunes, must be sent only to the following e mail address: [email protected] with the following information:
(ii)the e mail address associated with your Account;
(iii)all album titles for which you are requesting termination; and
(iv)which Services you are terminating (e.g., Physical Distribution, Digital Distribution, and/or Sync Distribution). Any termination notice provided by you pursuant to this section shall be permanent and irreversible. Notwithstanding anything to the contrary herein, NGtunes 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 to You:
(A) PRICING THE SALE OF YOUR CONTENT. Except as otherwise set forth in an Addendum, you will have the discretion to set the pricing for the sale of Your Content on the Website. Notwithstanding the foregoing, NGtunes and its distributors and partners may set pricing differently for third-party websites than for the Website, including, by way of example and not limitation, to cover additional costs or to provide discounts for promotions. NGtunes reserves the sole and exclusive right to set the pricing for any digital audio transmissions of Your Content, whether on an interactive or non-interactive basis, provided that Your Content will be priced the same as all other content on the Service licensed by NGtunes for interactive or non-interactive digital audio transmissions. You will also be subject to additional set up fees and charges as more fully explained on the Website, including, but not limited to, fees for NGtunes’s administering mechanical royalties for the reproduction and distribution of musical works (as applicable), as such fees and charges may be updated by NGtunes from time to time, and you are responsible for reviewing those fees and charges. Your acceptance of this Agreement is an acceptance of the NGtunes fees and charges, which are available here: https://ngtunes.com.ng/fees-and-charges).
(B) LICENSEE RECORDS. NGtunes, may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to NGtunes as true and complete. NGtunes shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees.
(C) OFFSETS. You hereby authorize NGtunes to offset against any amounts owed to you pursuant to this Agreement any amounts that you may owe to NGtunes, whether under an indemnification provision or for costs, expenses, and deductions authorized in this Agreement.
(D) RECORDKEEPING; AUDITS. We will maintain books and records which report the sale or other licensed uses of Your Content. You may, but not more than once a year, at your own expense, engage a Certified Public Accountant (“CPA”) to examine those books and records directly related to the sale or other licensed uses of Your Content, as provided in this Section4(d), only. You may have your CPA make those examinations only for the purpose of verifying the accuracy of the statements sent to you. All such examinations will be in accordance with generally accepted accounting principles (“GAAP”) procedures and regulations. Your CPA may make such an examination for a particular statement only once, and only within one (1) year after the date we send you that statement. Your CPA may make such an examination only during our usual business hours, and only at the place where such books and records are maintained in the ordinary course of business. You must provide us with thirty (30)-days written notice prior to commencing an audit and must identify the name, address, telephone number, and email address of the CPA conducting the audit on your behalf. You may not engage the CPA on a contingent fee basis (i.e., your CPA must be paid on a flat fee or time-based basis). We may postpone the commencement of your CPA’s examination by notice given to you not later than five (5) days before the commencement date specified in your notice. In the event of any postponement initiated by us, the running of the time within which the examination may be made will be suspended during the postponement. If your CPA’s examination has not been completed within three (3) months from the time commenced, then we may require you to terminate the audit upon seven (7) days’ notice, which notice may be given at any time. We will not be required to permit the CPA to continue any examination after the end of that seven (7) day period. Your CPA will not be entitled to examine any other records that do not specifically report sales or other licensed uses of Your Content for which NGtunes has actually received payment. Your CPA may act only under an acceptable confidentiality agreement, which provides that any information derived from such audit or examination on your behalf will not be knowingly released, divulged, published or shared with any other person, firm or corporation, other than to you or to a judicial or administrative body in connection with any proceeding relating to this Agreement. Your CPA may not share the results of the examination conducted on your behalf with any third party without our express written permission.
(E) OBJECTIONS TO ACCOUNTINGS. If you have any objections to a NGtunes accounting statement made available to you, you agree that you shall give us specific notice of that objection, including a copy of your CPA’s analysis of the accounting statement, and your reasons for it within eighteen (18) months after the date we send or make that statement available to you. Each statement shall become conclusively binding on you at the end of that eighteen (18) month period, and you will no longer have any right to make any other objections to it notwithstanding any audit rights you may otherwise have under any applicable law or regulation. Any payments determined to be owed you following an audit shall be paid within forty-five (45) days of the delivery of your CPA’s audit report, unless objected to in writing by NGtunes, in which case any payments due shall be postponed pending the resolution of the audit dispute. A late fee of one-half percent (0.5%) shall be due for underpaid royalties. Unless otherwise prohibited by law, you will not have the right to sue us in connection with any statement, or to sue us for unpaid royalties for the period a statement covers, unless you commence the suit within that eighteen (18)-month period. If you commence suit on any controversy or claim concerning statements rendered to you under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to a determination of the amount of royalties due for the accounting periods concerned, and the court shall have no authority to consider any other issues or award any relief except recovery of any royalties found owing, plus interest at the rate of one-half percent (0.5%) per month. Your recovery of any such royalties plus interest shall be the sole remedy available to you by reason of any claim related to our statements.
(F) AFFILIATION WITH OTHER PERFORMING RIGHTS ORGANIZATIONS FOR ROYALTIES. Nothing contained in this Agreement shall prohibit you from affiliating with any PRO for the receipt of royalty payments for the public performance or communication to the public of your sound recordings or musical works made by a third party, excluding only public performances or communications to the public of sound recordings or musical works made by NGtunes pursuant to the Authorizations set forth in Section2 of this Agreement.
(G) TAX INFORMATION. NGtunes will use its reasonable efforts to collect sales and other taxes owed on the sale of Your Content (“Sales Tax”), and to remit such Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, 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 or distribution of Your Content pursuant to this Agreement, and you hereby indemnify NGtunes for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by NGtunes.
5. Your Obligations:
(a) You, or a licensee acting on your behalf, 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, 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.
6. Right to Withdraw Material; Termination of Authorizations to Licensees
You have the right, at any time during the Term, to withdraw the authorizations set forth in Section2 above and the applicable Addenda, for the sale or other uses of all or any portion of Your Content, upon written notice to us (a “Withdrawal Notice”) or to terminate this Agreement pursuant to Section3 of this Agreement (a “Termination Notice”). Upon receipt of a Withdrawal Notice with respect to any of Your Content or a Termination Notice with respect to all of Your Content, we will promptly remove those elements of Your Content covered by such Withdrawal Notice or Termination Notice, as the case may be, from the Website (and in no event more than five (5) business days following receipt of a Withdrawal Notice or Termination Notice), and shall, within five (5) business days following our receipt of a Withdrawal Notice or Termination Notice, advise our Licensees via a “Takedown Notice” that they are no longer authorized to sell or offer for any other use those elements of Your Content covered by such Takedown Notice. Your submission of a Withdrawal Notice or Termination Notice shall not in any way limit the authorizations granted to us or any Licensees prior to the implementation of your Withdrawal Notice or Termination Notice, and will not limit in any way the rights of end users who have acquired Your Content.
NGtunes is not responsible for, and has no liability for, any delays of our Licensees in removing Your Content from any websites or services owned or operated by such Licensees. You shall remain solely responsible for enforcing the removal of Your Content from our Licensees’ websites and services in the event such Licensees fail to remove Your Content following receipt of a Takedown Notice or following the termination of any rights granted to such Licensees by NGtunes; provided, however, that NGtunes may, in its sole and absolute discretion, continue to assist you to effectuate the removal of Your Content from Licensees’ websites and services. NGtunes may, but need not, provide you with notice in the event NGtunes terminates or allows to expire any authorizations previously granted to a Licensee for the distribution of Your Content. Nothing in this Agreement shall limit any remedies you may have at law or in equity against any Licensee that is using Your Content in violation of the terms of any license granted to such Licensee by you or NGtunes.
7. Names and Likenesses; Promotional Use and Opportunities:
(A) NAME AND LIKENESS OF ARTISTS AND SONGWRITERS. You hereby grant to NGtunes during the Term the right to use and to authorize our Licensees 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 and our Licensees 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 and they determine in our and their discretion.
(a) Subject to our rights hereunder or under any prior agreement between you and us, as between you and us, all right, title, and interest in and to
(b)the Digital Masters,
(d)the Physical Product (if applicable),
(e)all copyrights and equivalent rights embodied therein, and
(f)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 notice to us, and your failure to submit a Termination Notice within fifteen (15) days of the date of our notice to you shall constitute your acceptance of such changes to the extent Your Content is still available through the Services. To terminate your Agreement, you must send a Termination Notice to [email protected] and include in the subject line of your e-mail “Termination of Artist Agreement.”
(B) CONSEQUENCES OF TERMINATION. The expiration or termination of the Agreement will not relieve either you or us from our respective obligations incurred prior to the effective date of your termination of the Agreement. In addition, provisions of this Agreement intended to survive the termination of this Agreement shall survive termination, including, but not limited to, the Indemnification, Disclaimers, Limitation of Liability; Basis of the Bargain, and General Provisions.
10. Monitoring of Your Content; Removal of Content from Website:
(A) MONITORING. NGtunes does not control Your Content and does not have any obligation to monitor Your Content for any purpose. NGtunes may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content, but by doing so NGtunes 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. NGtunes 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 NGtunes’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 NGtunes’s sole and absolute judgment is necessary to protect the business interests of NGtunes and any of its business partners or Licensees. NGtunes may also remove Your Content from the Website if you are abusive or rude or provide false or intentionally misleading information to any NGtunes employees or agents. NGtunes shall have no liability to you for the removal of any of Your Content from the Website or any Licensee website or service other than to provide you a credit (but not a refund) for any fees previously paid by you for making Your Content available via the Website or through Licensees. The removal of any of Your Content shall not relieve NGtunes of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content.
(C) NO TERMINATION DUE TO REMOVAL. This Agreement shall not be terminated automatically by NGtunes’s removal of Your Content from the Website or Licensee’s websites or services. In order for you to terminate this Agreement following the removal of any of Your Content, you must send NGtunes a Termination Notice.
11. Account Information; Disclosures:
(A) YOUR ACCOUNT INFORMATION. In order to access some features of the Website, including your account information and periodic statements, you will have to create an online account (“Account”). You hereby represent and warrant that the information you provide to NGtunes 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 NGtunes by e-mail to [email protected] You will be solely responsible for the losses incurred by NGtunes and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying NGtunes that your Account has been compromised.
(C) DISCLOSURE OF INFORMATION. You acknowledge, consent, and agree that NGtunes may access, preserve, and disclose your Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to
(i)comply with legal process;
(ii)enforce this Agreement;
(iii)respond to a claim that any of Your Content violates the rights of third parties;
(iv)to respond to your requests for customer service; or
(v)to protect the rights, business interests, property or personal safety of NGtunes and its employees and users, and the public.
12. Prohibited Use of the Website and Licensee Websites and Services:
(a) You agree not to use the Website, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm, damage, or disparage NGtunes, its Licensees 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, tortuous, 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 identity, including, but not limited to, providing misleading information to any feedback system employed by NGtunes;
(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:
NGtunes 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 NGtunes makes no commitment to update any aspect of the Website. NGtunes 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 or otherwise delivered to NGtunes as Physical Product.
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 NGtunes 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 NGtunes 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 and our Licensees 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 Clips, 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 NGtunes or its Licensees.
(v) you have not assigned any of the rights in and to the sound recordings embodied in Your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings.