Terms and Conditions
This SLC Agreement (“Agreement”) contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Simply Liturgical Composer Program (“Program”). As used in the Agreement, “SL” shall mean Simply Liturgical Music, LLC, its successors and assignees, and “Composer” shall mean the applicant to the Program. Site shall refer to Simply Liturgical Music’s site at www.slmusic.org and any other Site owned or controlled by SL. “Composition” shall refer to all digital files being submitted by Composer for distribution. Under this agreement, Simply Liturgical Music will become the non-exclusive digital retailer of Composition.
Composition must adhere to all requirements of this Agreement. SL reserves the right (but will have no obligation) to review the appropriateness of its content, and may choose to remove it from the Site at SL’s sole discretion. If Composer does not comply with these guidelines or any terms and conditions of this Agreement, SL reserves the right to terminate Composer’s participation in the Program.
- Agreement Acceptance
THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR PARTICIPATION IN THE PROGRAM. Through participation, Composer accepts this Agreement and agrees: (a) to be bound by the terms herein and (b) to click “agree” where given the option to do so to indicate such acceptance. If the terms are not accepted, Composer may not sell Composition through the Program. - Grant of Rights
Composer retains all rights to Composition and is free to withdraw it from the Agreement at any point in time with no penalty. At such time, SL will immediately remove all editions of Composition from the Site and all SL records. Authority to issue mechanical, synchronization or other subsidiary rights, and to collect all associated fees, remains with Composer throughout the term of the Agreement. SL agrees to promptly refer all such requests which it may receive directly to Composer for handling.
Composer grants to SL, throughout the term of this Agreement, a nonexclusive, sublicenseable, irrevocable, worldwide right and license to:
(a) reproduce and store Titles and Sound Recordings on one or more computer facilities, and reformat, convert and encode Composition;
(b) display, perform, market, transmit, reproduce, distribute, sell and otherwise digitally make available all or any portion of Composition through the Site, including to permit customers and prospective customers to download, access, print, and/or view online, including on portable and remote devices, Composition;
(c) permit customers to “store” Composition that they have purchased from SL on servers (“Virtual Storage”) and to access, display, perform and transmit such Composition from Virtual Storage from time to time during the term of this Agreement;
(d) display, perform, transmit and distribute portions of Composition, such as first page or pages of music or sound samples of an MP3, for the purposes of marketing, soliciting and selling Composition;
(e) to reproduce and use your name, likeness, image(s) and voice on or in connection with the Site and the distribution of Composition, and in any and all promotional or advertising material related to such use;
(f) transmit, reproduce modify, and otherwise use (or cause the reformatting, transmission, reproduction, and/or other use of) Composition as mere technological incidents to and for the limited purpose of technically enabling the foregoing (e.g., caching to enable display); and
(g) distribute Composition in all digital formats by all digital distribution means available.
Composer grants SL the rights set forth in this Section 2 on a worldwide basis. If Composer does not have the world rights to Composition, then SL will not be able to offer them on the Site and Composer may not submit them to the Site. By participating in the Program, Composer admits to having the world rights to Composition. - Royalties
SL agrees to pay to Composer a total licensing fee as follows:
(a) SL agrees to pay Composer a total licensing fee equal to the Allotted Portion of 30% of any and all net sums received from SL user subscriptions (The term “net sums” shall mean the gross sums actually received by SL through annual website subscriptions). See Addendum for more details.
(b) SL agrees to pay Composer a total licensing fee equal to 30% of any and all net sums received from copyright royalty payments for Composition payed to SL via the company One License (www.onelicense.net) of which SL is affiliated.
(c) SL agrees to pay Composer a total licensing fee equal to 30% of any and all net sums received from non-subscription sales of Composition purchased directly from the SL distribution website (www.slmusic.org). The retail price for Composition, in this case, shall be determined by SL based on what the Composer suggests during the submission process.
- Accounting
SL shall render Composer remittance no later than August 1st of each year (for the annual period ending the preceding June 30th) in which the publication remains in the catalog. SL agrees to allow an audit by Composer of the records pertaining to the calculation by SL of such remittances, provided that such audit is conducted on a non-interference basis, during normal business hours, not more than once annually, and at the sole expense of Composer.
SL is responsible for collecting and remitting any and all sales taxes imposed on the respective sales of Composition to customers. Composer is responsible for any income or other taxes due and payable resulting from payments received from SL under the Agreement. - Promotion
SL shall have complete discretion with respect to the methods which it uses to promote Composition as well as with respect to the amount and area coverage of such promotion. - Co-Authors
The term “Composer” shall be understood to include all the authors and composers of Composition. If there be more than one, the covenants herein contained shall be deemed to be both joint and several on the part of the writers and composers and the royalties herein above specified to be paid to Composer shall, unless a different division of royalty be specified, be due to all the writers and composers collectively, to be paid by the Publisher in equal shares to each. - Representations, Warranties, and Indemnification
Composer warrants that Composition is a musical composition of which the music is his/her sole, exclusive, and original creation, and that (a) the words, text, lyrics, or translation are original creations, (b) the words, text, lyrics, or translation are in the public domain, or (c) permission for the use of the words, text, lyrics, or translation have been or can be procured from the author, translator, publisher, proprietor, and/or any other person whose permission is required; and further warrants that he/she has full right and power to make this Agreement; that he has not heretofore granted, sold, assigned, or mortgaged, or otherwise transferred, encumbered, or disposed of, Composition or any part thereof, and that there exists no adverse claim upon or to Composition or any part thereof. Composer further agrees to cooperate with SL in the protection and defense of all of SL’s rights and interests in Composition that are granted by Composer under Article 3 above against allegations of copyright infringement by such Composition and to indemnify and agree to hold SL harmless against any direct and quantifiable loss, injury, judgment, or costs and expenses (including such court costs and reasonable attorney’s fees that are incurred as a direct result of a proven infringement) which are recovered against SL as a result of the publication or sale of Composition by reason of such infringement or on the account of Composer’s violation of any of his warranties contained herein. SL agrees to consult with Composer and allow Composer to cooperate in the defense of any suit or other action under which any such liability of Composer may arise. - Digital Rights Management
Once Composition is sold to a customer, SMP provides no further digital rights management protection (DRM) for PDF or MP3 files. Composer agrees that no other protection against unlawful distribution of Composition is required. - Digital Access of Composition
Composer grants SL the non-exclusive right to market and sell Composition digitally on the Site. SL shall have the right to store and serve Composition from SL’s servers or from SL’s service provider’s servers. Customers who purchase Composition will have unlimited access to view and download their purchased Composition. If Composition is removed from the Site, it will no longer be for sale nor will customers who have previously purchased Composition have online access to it. - Ownership and Control
This Agreement does not grant Composer any license or other rights to any intellectual property or technology owned or operated by SL or any SL affiliates, including, without limitation, any trademarks or trade names. Nothing in this Agreement restricts any rights SL may have under applicable law or a separate permission. - Force Majeure
SL will not be liable to Composer for any failure or delay in the performance of its obligations hereunder caused by any event or circumstance beyond its control, including, but not limited to, denial-of-service attacks, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, and labor conditions. - Agreement Amendment and Modifications
The Program may change over time and as such the terms of the Agreement will need to change as well. SL reserves the right to change the terms of this Agreement at any time at SL’s own discretion. Modifications may include, for example, changes in the scope of available commissions, commission schedules, payment procedures, and Program rules. SL will give Composer notice of any changes by posting new terms in place of the old with a revision date indicated at the top and /or sending an email to the address associated with Composer’s online SLC Account.
If any modification is unacceptable to Composer, his or her only recourse is to terminate their participation and this Agreement as set forth herein below. Composer’s continued participation in the Program following SL’s posting of a change notice or new agreement on the Site will constitute binding acceptance of the change. In the event that Composer does not consent to any such amendments or modifications, Composer’s sole recourse shall be to terminate this Agreement and to withdraw all Compositions submitted through the Program. In the event of such termination, Composer shall remain entitled to, and SL shall pay to Composer all royalties earned by Composer under Article 3 above, regardless of whether such royalties accrued before or after the date of such termination. - Miscellaneous
Unless otherwise provided herein, all terms used in this Agreement shall, to the extent applicable, have the meaning set forth in the United States Copyright Act, 17 U.S.C. §101, et seq., as amended. This Agreement shall be binding upon, and inure to the benefit of, the respective heirs, executors, administrators, and assigns of Composer, and the successors and assigns of SL. All the agreements, expressed or implied, between the parties hereto are set out in this instrument, which may be amended at any time as stated in Article 12 above. This Agreement shall be interpreted pursuant to the laws of the State of Nebraska. Except pursuant to an express indemnity obligation, in no event shall either party be liable to the other party for indirect, incidental, consequential, or special damages, including loss of profits or punitive damages, even if advised of their possibility. Upon termination of this Agreement, Composers remain entitled to an audit of SL’s records under the provisions of Article 3 above regarding the calculation and determination of such post-termination royalties. - Independent Counsel: Composer stipulates and acknowledges that Composer has been represented by and has relied upon independent legal counsel of Composer’s own choosing in the negotiation of this Agreement or has voluntarily waived Composer’s right to do so.
