Parties.
This Branding and Marketing Services Agreement (“Agreement”) is entered into and to be performed at New Orleans, Louisiana by and between you (“CLIENT”) and Urban Indie Branding & Marketing Group, LLC. (“UiBMG”), 1615 Poydras Street, STE 900, New Orleans, LA. 70112, 800.303.8524 (Office), 800.234.6138 (Fax), Clients@UiBMG.com (e- mail), www.UiBMG.com (Web site).
Services to Be Provided by UiBMG.
Entertainment Consultancy as specified per Section 3 of this agreement.
Services UiBMG Does Not Provide to ARTIST.
CLIENT agrees and understands that: (i) UiBMG provides a branding and marketing service for performing artist and entrepreneurs; (ii) the submission of the CLIENT’S material to UiBMG is not an audition for employment or for obtaining a talent agent; (iii) UiBMG in its sole discretion shall decide whether CLIENT’S material qualifies for placement on Urban Indie Branding & Marketing Group releases, and does not guarantee that material submitted by CLIENT to UiBMG for placement consideration will qualify for release; (iv) UiBMG does not guarantee that it’s A&R Department will consider CLIENT’S material, and the A&R Department in its sole discretion shall determine whether to offer a song placement to CLIENT; (v) if the Artist and Repertoire Department offers employment to CLIENT, or otherwise seeks to contract with CLIENT, all necessary contracts and pertinent documentation will be drafted by the UiBMG legal team; (vi) entertainment consultancy for each membership is limited to the specified increments per month minus any rollovers and will be conducted via live chat, email, or conference call at the sole discretion of UiBMG; (vii) Membership benefits provided to CLIENT cannot be modified or traded for other services; (viii) Targeted Instagram promotion shall be rendered on a monthly basis throughout the term of CLIENT’S subscription; (ix) Client agrees that membership benefits are complimentary and subject to change at any time without notice; (x) UiBMG has made no promise or guarantee regarding the outcome of this agreement; (xi) Urban Indie Branding and Marketing Group (UiBMG) has strongly advised CLIENT that the music business and entertainment industry in general is very risky, time consuming, expensive, and extremely frustrating; and (xii) UiBMG’s comments about the outcome of CLIENT related matters are expressions of opinion only.
Compliance with Bonding Requirement.
The State of Louisiana has no talent agency licensing, employment, or bond requirements.
For detailed information on talent agency laws contact each State Labor Department directly.
Fees to Be Paid by CLIENT.
Upon acceptance of this Contract, CLIENT shall pay the corresponding subscription fee per month to UIBMG.
CLIENT claims sole responsibility for reimbursement of any chargebacks or disputed transactions which may arise as a result of this agreement.
This includes, but is not limited to fees and/or penalties levied by the merchant, payment processor, or card issuing bank.
Representation and Indemnity by CLIENT.
CLIENT warrants and represents that all material submitted by ARTIST to UiBMG including, without limitation, any music submitted by CLIENT to UiBMG is CLIENT’S original work and does not infringe the rights of any other person, including, but not limited to copyright, trademark, service mark, or right of privacy or publicity. CLIENT agrees to defend, indemnify, and hold harmless Urban Indie Branding and Marketing Group (UiBMG) against any loss or damage arising from any claim by any person for infringement or violation of any such rights. This Section 7 shall survive termination or expiration of this Contract.
License.
CLIENT hereby grants to UiBMG for the duration of the term hereof, a limited, non-exclusive, worldwide, non-transferable, non-sublicensable (except for the purposes set forth in Section 2), royalty- free license to use, reproduce, and perform any material submitted by CLIENT to UiBMG, including without limitation, any music submitted by CLIENT to UiBMG, solely for the purpose of providing the services under this Contract.
General Provisions.
- Entire Contract. CLIENT agrees and acknowledges that: (i) this Contract represents the entire understanding between the parties; (ii) no promise or representation of any kind has been made by or on behalf of UiBMG other than those set forth in this Contract; and (iii) in entering into this Contract CLIENT has not been induced by or relied on any promise, representation, nondisclosure, act, or inaction by UiBMG other than those set forth in this Contract; (iv) Cancellation request must be made in writing and sent via email to Clients@UiBMG.com or fax at 800.234.6138.
- Modifications, Waivers and Amendments. No amendment, change, waiver or modification of this Contract shall be valid unless in writing signed by the party against whom enforcement of the amendment, change, waiver, or modification is sought. No waiver of any provision of this Contract shall be deemed, or shall constitute, a waiver of any other provision, nor shall any waiver constitute a continuing waiver.
- Severability. Any provision of this Contract that is deemed invalid, illegal, or unenforceable shall be ineffective only to the extent of such invalidity, illegality, or unenforceability, without affecting in any way the validity, legality, or enforceability of any other provision of this Contract.
- Binding on Successors. This Contract shall bind and inure to the benefit of each party’s successors, heirs, assigns, executors and administrators.
- Governing Law. This Contract is entered into in, and shall be governed by, and interpreted in accordance with the laws of, the State of Louisiana.
- Construction and Interpretation. No party shall be deemed the drafter of this Contract for purposes of interpreting any provision hereof in any judicial or other proceeding that may arise between the parties.
- Arbitration. Any dispute, claim or controversy arising out of or relating to this Contract or the breach, termination, enforcement, interpretation or validity hereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Baton Rouge, Louisiana, before one arbitrator.
The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures.
Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Urban Indie Branding and Marketing Group is Not a Talent Agency.
UiBMG IS A BRANDING & MARKETING SERVICE. THIS IS NOT A TALENT AGENCY CONTRACT SET FORTH TO ENGAGE IN THE OCCUPATION OF PROCURING, OFFERING, PROMISING, OR ATTEMPTING TO PROCURE EMPLOYMENT OR ENGAGEMENTS FOR ANY CLIENT.
UiBMG IS NOT OFFERING OR ATTEMPTING TO OBTAIN AUDITIONS OR EMPLOYMENT FOR YOU.
A DISPUTE ARISING OUT OF THE PERFORMANCE OF THE CONTRACT BY THE BRANDING AND MARKETING SERVICE THAT IS NOT RESOLVED TO THE SATISFACTION OF THE CLIENT SHOULD BE REFERRED TO A LOCAL CONSUMER AFFAIRS DEPARTMENT OR LOCAL LAW ENFORCEMENT, AS APPROPRIATE.
ACCEPTANCE BY PERFORMING ARTIST
I acknowledge that I have read, understand, and agree to the terms and conditions above.
