Hidden Bands Platform Agreement for Artists

Last Updated: October 08, 2020

This is a legal agreement made between you (“You”) and Hipster Bait Ltd. (the “Service Provider").

1. The Service Provider owns and operates the augmented reality music discovery platform known as “Hidden Bands”, composed of online and offline elements including websites, mobile apps, and physical tokens (the “Platform”). The Service Provider uses the Platform to provide marketing, music discovery, and related services (the “Marketing Services”). The Service Provider may allow You to upload to the Platform a master recording of a musical composition (the “Song”) under the terms and conditions of this Agreement.
2. You represent and warrant that:.
1. a. You are authorized to enter into this Agreement on behalf of the owners of the Song, free of any and all claims, including claims from the Song’s composers, writers, performers, producers, recording engineers, and other creators (collectively, the “Artists”).
2. b. From the date the Song is uploaded to the Platform (the “Upload Date”), You permit the Service Provider to use the Song in any manner and in any location in relation to providing the Marketing Services for a minimum of FOUR (4) WEEKS from the date the Song becomes publicly available on the Platform (the “Public Release Date”).
3. c. Starting from the Upload Date and for a period of TWO (2) WEEKS following the Public Release Date, (the “Secret Discovery Period”), You may not publicly or privately reveal the identity of the Artists.
4. d. The Song’s use by the Service Provider as contemplated by this Agreement does not and shall not violate the Agreements, applicable law, the regulations and rules of any guilds, unions or collectives, and does not and shall not violate or infringe the rights of any third party, including any intellectual property (including without limitation, copyright), publicity, privacy, personality, contract or other rights of others.
5. e. No royalties, fees or other monies (however characterized) are or shall be payable by or on behalf of the Service Provider to or on behalf of any person or entity in connection with or arising out of the Song.
6. f. You agree to defend and indemnify the Service Provider against damages claimed in relation to use of the Song, including legal costs and fees. You agree that in no event shall the Service Provider, its parent, subsidiaries, officers, directors, employees or suppliers be liable for lost profits or any direct, special, incidental, consequential, indirect or punitive damages arising out of or in connection with the Platform or this Agreement (however arising, including negligence).
7. g. The Song or any similar work has never been published or in any way released to the public.
8. h. During the Secret Discovery Period, You will not distribute or release the Song or parts thereof anywhere else in the world by any other physical or online medium or manner.
3. The Service Provider may terminate its obligations under this Agreement at any time, without notice to You.
4. The Service Provider, its parent, subsidiaries, officers, directors, employees and suppliers provide the Platform “as is” and without any representation, warranty or condition, express, implied or statutory. The Service Provider specifically disclaims any implied representation, warranties of title, merchantability, merchantable quality, fitness for a particular purpose and non-infringement, and those arising by law or through a course of dealing or usage of trade, unless specifically required by law.
5. This Agreement shall be governed by the laws of British Columbia and of Canada applicable in British Columbia for contracts made and performed entirely within British Columbia. The courts of British Columbia and of Canada shall have exclusive jurisdiction in the event of any dispute arising under this Agreement.
6. This written Agreement is the entire agreement of the parties with respect to its subject-matter and may only be amended by further written agreement by all parties.