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Terms and Conditions

 

Last Updated: January 1, 2024

Please read the following terms and conditions carefully. These terms and conditions, as well as the copyright policy (the “Copyright Policy”) the Social Platforms Terms of Service (if applicable), and the privacy policy (the “Privacy Policy”) (incorporated herein by this reference and collectively referred to as the “Terms of Service”), govern your access to and use of the Amunson Audio, LLC website (the “Site”), including the use of any content, information, products and/or services (the “Services”) therein.

 

This is a legal agreement between you and Amunson Audio, LLC (“Company”). Company reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. You hereby agree that any modification of these Terms of Service shall not be interpreted to reflect upon the strength of any provisions in any earlier iteration of these Terms of Service. It is your responsibility to check these Terms of Service periodically for changes. By continuing to use or access the Site and/or Services after Company makes and posts any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without Company’s express written consent.

 

YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY COMPANY THROUGH THE SITE OR WITH RESPECT TO YOUR AMUNSON AUDIO ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY COMPANY.

The following, when signed you ("Licensor") and us (“Amunson Audio, LLC”) shall constitute the Agreement between Licensor & Amunson Audio, LLC a limited liability company duly organized under the laws of Minnesota, currently located at 512 14th Street SE Unit 3 Rochester, MN 55904 (“Publisher”) concerning the licensing of musical compositions (herein, the "Compositions") owned or controlled by Licensor to Amunson Audio, LLC for purposes of Amunson Audio, LLC monetizing the usage of Content of such Compositions (herein the "Content") as provided herein below. The Agreement between Amunson Audio, LLC and Licensor (sometimes referred to individually as a "Party" and collectively as the "Parties") is as follows. 

 

Background

 

Amunson Audio is of the opinion that the Artist has the necessary qualifications, experience, and abilities to engage in music publishing with Amunson Audio.

 

Amunson Audio and the Artist are agreeable to providing services to each other based on the terms and conditions set out in this agreement.

 

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, Amunson Audio and the Artist (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

 

 

Services Provided

 

Amunson Audio hereby agrees to provide Artist with the publisher services (the “Publisher Services”) defined in Schedule A.

 

The Artist hereby agrees to provide Amunson Audio with the artist services (the “Artist Services”) defined Schedule A.

 

 

Term of Agreement

 

The term of the Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect for two (2) years, subject to earlier termination as provided in this Agreement. All Publisher Services and Artist Services shall be underway within the Term. The Term may be extended with the written consent of the Parties.

 

 

Performance

 

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

 

 

Currency

 

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

 

 

Compensation

 

Royalties: Amunson Audio shall pay to the Artist ninety percent (90%) of net receipts received by Amunson Audio accruing due from the song recorded by the Artist. Royalty statements shall be rendered by Amunson Audio on a quarterly basis, and shall be provided to Artist, together with royalty payments for that period, within thirty (30) days after the end of such reporting period. Each statement shall show the name of the Song, the amount of gross receipts for the song, and the total royalty being paid per song, together with any other information Amunson Audio deems appropriate.

 

 

Royalties shall be paid by direct deposit to the account designated by the Artist. Royalties shall not be paid out until the total accrued sum is at least $100.00.

 

The Artist shall have the right to audit the books and records of Amunson Audio which pertain to each song written or co-written by the Artist.

 

 

Reimbursement of Expenses

 

Amunson Audio will be reimbursed from time to time for reasonable and necessary expenses incurred by Amunson Audio in connection with providing the Publisher Services. All expenses must be pre-approved by the Artist.

 

Amunson Audio will maintain a record of expenses related to performing the Publishing Services and will not deduct any expenses from Artist royalties or claim any other reimbursement from the Artist, unless specifically negotiated in advance of the expenses being incurred.

 

 

Interest on Late Payments

 

Interest payable on any overdue amounts under this Agreement is charged at a rate of 5.00% per annum or at the maximum rate enforceable under applicable legislation, whichever is lower.

 

 

Confidentiality

 

Confidential information (the “Confidential Information”) refers to any data or information relating to the Parties, whether business or personal, which would reasonably be considered to be private or proprietary to the Parties and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to either Party.

 

Amunson Audio agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which Amunson Audio has obtained, except as authorized by the Artist or as required by law.

 

The Artist agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Artist has obtained, except as authorized by Amunson Audio or as required by law.

 

The mutual obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

 

 

Ownership of Intellectual Property

 

All intellectual property and related materials, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement by The Artist, is not a “work made for hire” and will be the sole property of The Artist. The use of the Intellectual Property produced by The Artist under this agreement with Amunson Audio shall not be restricted for a period of two (2) years from the release of the Intellectual Property (songs, albums, compilations, music videos, features, etc.), at which point either party may willingly end or extend the assignment of copyright through a new, notarized written Agreement. Amunson Audio will not be held responsible for any and all damages resulting from the unauthorized use of the Artist’s Intellectual Property.

 

All materials and services commissioned, created, or purchased by Amunson Audio throughout the course of the release, promotion, exploitation of the Intellectual Property shall be pre-approved by The Artist, after which these materials and services are separate Intellectual Properties than those created by The Artist and are the sole property of Amunson Audio. Pre-approval by the Artist shall not be unreasonably withheld. 

 

The Artist may not use the Intellectual Property of Amunson Audio during the five-year period for any purpose other than that contracted for in this Agreement except with the written consent of Amunson Audio. The Artist will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

 

 

Return of Property

 

Upon the expiration or termination of this Agreement, the Artist will return to Amunson Audio any property, documentation, records, or Confidential Information which is the property of Amunson Audio.

Capacity / Artist

 

In providing the Artist Services under this Agreement it is expressly agreed that the Artist is acting as an independent Artist and not as an employee. The Artist and Amunson Audio acknowledge that this Agreement does not create a partnership or joint venture, and is exclusively a contract for service. Amunson Audio is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Artist during the Term. The Artist is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Artist under this Agreement.

 

 

Substitution

 

Except as otherwise provided in this Agreement, the Artist may not engage a third party sub-Artist to perform some or all of the obligations of the Artist under this Agreement and Amunson Audio will not hire or engage any third parties to assist with the provision of the Services.

 

 

Autonomy

 

Except as provided in this Agreement, the Artist will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Artist will work autonomously and not at the direction of Amunson Audio. However, the Artist will be responsive to the reasonable needs and concerns of Amunson Audio.

 

 

Equipment

 

Except as otherwise provided in this Agreement, the Artist will provide at the Artist’s expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

 

The Artist may request, through a pre-approved agreement with Amunson Audio, any materials, equipment, location, access, or items necessary to deliver the Artist Services in accordance with the Agreement at the expense of Amunson Audio. Any expenses incurred beyond the reasonable bounds of this request must be paid by The Artist.

Exclusivity

 

The Parties acknowledge that this is an exclusive Agreement and that the Artist will, during and after the Term, not engage or contract with third parties for the provision of services similar to the Publisher Services.

 

 

Notice

 

All notices, requests, demands and other communications required or permitted by the terms in this Agreement will be given in writing and delivered to the Parties at the addresses saved to the Artist's or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

Indemnification

 

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which will result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors, and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Modification of Agreement

 

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

 

 

Entire Agreement

 

It is agreed that there is no representation, warranty, collateral agreement or condition affection this Agreement except as expressly provided in this Agreement.

 

 

Inurement

 

This Agreement will ensure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

 

 

Titles

 

Heading are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

 

 

Gender

 

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 

 

Governing Law

 

This Agreement will be governed by and constructed in accordance with the laws of the State of Minnesota.

 

 

Severability

 

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

 

 

Waiver

 

The waiver by either Party of a breach, default, delay or mission of any of the provisions of this

Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Schedule A: Services

 

 

Publisher Services

 

Amunson Audio hereby agrees to engage the Artist to provide Artist with the following services (the “Publisher Services”):

 

    • Distribution to major streaming services, including Apple Music, and Spotify;

    • Online and digital promotion campaign;

    • Acquisition of live venue booking and promotional materials;

    • Collection of all relevant royalties and payment of splits to the Artist;

    • Quarterly reporting of streaming and download statistics to the Artist;

    • Obtaining necessary licenses for cover songs; and

    • Introduction to relevant professionals in the industry that the Artist may choose to engage for services such as mixing and mastering.

 

 

Amunson Audio will use ASCAP as their royalty collection agency.

 

Amunson Audio hereby grants the Artist a perpetual and free mechanical license for all works created by the Artist during the Term. This allows the Artist to create and sell physical media such as CDs and vinyl.

 

 

 

Artist Services

 

The Artist will be responsible to provide the following services (the “Artist Services”):

 

    • Songwriting, recording engineering, recording performance, mixing, mastering, artwork, and live performance.

 

    • The Artist does not commit to any fixed schedule for these items.

 

    • The Artist will maintain final approval of all artwork and music that is publicly released.

 

 

 

 

THIS AGREEMENT WITNESSES that In consideration of the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows;

    If the above splits accurately represent the agreement between Co-writers as to their respective ownership interest and their respective share of songwriter royalties payable in connection with the composition listed above, please acknowledge such agreement by executing this agreement in the appropriate space located on the "Amunson Audio, LLC Music Publishing Client Information" form.

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