Top 4M Entertainment Music Video Release and Broadcast License

Top 4M Entertainment LLC (Top 4M) currently owns 3 television channels on the VrTuo Interactive Television Network (VrTuo). This number may change.  I hereby submit one music video for consideration to be included on a TV show broadcast on one or more of Top 4M’s channels. With the music video, I also submit promotional materials and auxiliary media (including but not limited to sound files, still photographs, interviews, social media handles, video files, promotional videos, and graphics). The music video and the promotional materials together will be referred to in this contract as the Content. 

I hereby grant Top 4M Entertainment LLC (Top 4M) permission for the Content to be included on any music video television show owned by Top 4M or broadcast on VrTuo.  The Content may also be featured, in whole or in part, on any website or social media dedicated to the show in which the video is included, or the website(s) of a channel the show is broadcast on, or the website of parent or affiliate companies.  

  1. Rights and Scope.
  1. I agree and confirm that the Content, inclusive of both the music and the video, that I am submitting for airplay is an original work created by me and/or I have the legal permission and right to enter into this agreement.  
  2. I agree that my Content may be played on the air of numerous TV and radio stations’ broadcast signals, as well as their internet streams, around the world, and it may also be used in promotional TV ads for the VrTuo Interactive Network, any channel owned by Top 4M and/or its radio and TV partners that promote the television show.  
  3. I confirm that I am the owner of the publishing rights and the copyright, for the music contained in the Content and/or have the right to enter into this agreement as such.
  4. I confirm that I am the owner of the video portion of the Content I am submitting and/or have the right to enter into this agreement as such.
  5. I confirm that I am the owner and copyright holder of any and all promotional materials delivered to Top 4M and its producers in association with the music video and/or have the right to enter into this agreement as such.
  6. I confirm that all necessary actor, model, and performer releases have been obtained and signed for all persons appearing in the Content. Top 4M retains the right to ask to see such releases and I agree to provide them in a timely manner.   
  7. I confirm that all necessary legal location permits or permissions to film the Content in the locations shown in the Content have been obtained. Top 4M retains the right to ask to see such releases and I agree to provide them in a timely manner.   
  8. I confirm that all necessary legal permission to use any brands, branded products, logos or other brand identifiers shown in the Content have been obtained. Top 4M retains the right to ask to see such releases and I agree to provide them in a timely manner.   
  9. I understand and agree that I retain all copyrights to the music, graphics and video that comprise this Content. The terms of this agreement are non-exclusive and I understand that I retain the right to enter into other non-exclusive agreements with other parties.
  10. The length of this agreement will be three years from the first airing or posting of the Content and then will be renewed automatically for terms of six months in perpetuity unless terminated in writing by either party.
  1. Compensation.
  1. I understand neither Top 4M nor VrTuo is required to compensate me for the broadcast of my Content depending on the show it is broadcast on.
  2. If Top 4M or VrTuo choose to provide compensation, I, as the owner of the music copyright and the video, agree that I alone will be compensated for the broadcast of the music video. 
  1. I understand that Top 4M may receive ad revenues for the show the Content is included in from the platforms it is broadcast on. These platforms include but are not limited to Roku and Apple TV. Such ad revenues are based solely on viewership. 
  2. I understand that, at its sole discretion, Top 4M may provide compensation consisting of a share of the ad revenues.  My share shall be equal to the total available amount divided by the number of music videos included in the show in which my Content is contained. 
  3. I understand that as the owner of the copyright of the song within the Content, I may be owed royalties for the broadcasts of the song. Such songwriter royalties are collected by and paid out by my Performing Rights Organization. VrTuo pays such royalties directly to the various Performing Rights Organizations. Neither Top 4M nor VrTuo is responsible for paying me or collecting these royalties on my behalf.  
  4. If compensation is offered, I agree that Top 4M, Vrtuo or any associated channels and/or broadcasting partners will not owe compensation to anyone else associated with my music, including, but not limited to, my other band members, my musicians, my record label, my agent, my manager and/or my publisher, any money for playing and/or promoting my music and/or video as a result of my entering into this agreement.   
  5. I agree that I alone am responsible for paying any portion of the compensation I receive to anyone associated with the music or music video who must be compensated, including but not limited to song co-writers, actors, videographers, music and film producers and graphic designers.
  1. License.

For good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, I hereby expressly grant to Top 4M and VrTuo, their successors, assigns, agents and licensees the irrevocable right and license to use the Content and any video, music, sounds, artwork, graphics, or media in whole or in part as incorporated in Top 4M and VrTuo and in all advertising and publicity therefor (including, without limitation, institutional advertising), and to exploit the Content as incorporated in the channels, and all footage, stills, and other accompanying material given to Top 4M, throughout the universe, in perpetuity, in all formats and media, whether now existing or hereafter devised. I acknowledge and agree that Top 4M and VrTuo may alter, edit, or obscure the Content and promotional materials, that all creative decisions regarding the use of the Content shall be at the sole discretion of Top 4M and/or VrTuo, and that I have no right of approval in connection with the use of the Content as contemplated herein. I hereby expressly waive any rights of droit moral that may be afforded to me under the laws of any country in any capacity connected with the Content or its use by Top 4M and/or VrTuo. Neither Top 4M nor VrTuo shall have any obligation to use any of the rights granted to it herein or to release or otherwise exploit the show.

  1. Full Release. 

I agree that I will not claim or assert that any portrayal, depiction, exploitation, alteration, blurring, distortion or illusionary effect of or with respect to the Content constitutes a violation of any of its rights and I shall release Top 4M, its successors and assigns, from all claims arising out of or in connection with any portrayal, depiction, exploitation, alteration, blurring, distortion or illusionary effect of or with respect to the Content pursuant to this agreement

  1. Submission.

I understand that my submission does not automatically guarantee inclusion or acceptance of my music and/or video for placement and/or airplay on any show.  Top 4M Entertainment LLC, VrTuo Interactive and their associated broadcasting partners take pride in selecting and playing songs and videos based, solely, on the merit and talent of the artist submitting such for airplay.  It is understood that all songs and videos must meet certain professional broadcasting criteria and the broadcasting companies reserve the right to refuse any song and/or video for any reason.  

  1. Indemnification, Representations and Warrants.
  1. I warrant that I have the right and power to enter into this Agreement, to grant the rights herein granted by me, and to perform the services agreed to be performed by them hereunder, and that they are not subject to any restriction whatsoever.  I agree to indemnify and hold Top 4M and VrTuo harmless from any third party claims including, but not limited to, reasonable attorney fees and direct and/or indirect costs, fees and expenses.
  2. Each party shall promptly provide written notice to the other party of any claimed breach of this Agreement and the allegedly breaching party shall have thirty (30) days after receipt of such notice to cure any such breach.
  3. I warrant that the grant of these broadcast rights will not conflict with or violate any commitment or understanding I have with any other person or entity, nor will it infringe on any rights of intellectual property, privacy or publicity of any other rights of any person or entity.  Notwithstanding the foregoing, however, Top 4M and VrTuo hereby acknowledge and agree that some portions of the content may be licensed from third parties.
  4. I warrant that I have acquired through all proper and legal processes, any and all required licenses, permits, releases when production of the Content was required, including, but not limited to any union and/or guild agreements.Top 4M and VrTuo retain the right to ask to see such releases and I agree to provide them in a timely manner.  
  1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee notwithstanding any conflict of laws provisions. I irrevocably and unconditionally: (i) consent to submit to the exclusive jurisdiction of the state and federal courts of Davidson County, Tennessee (the “Tennessee Courts”) for any litigation or controversy arising out of or relating to this Agreement, (ii) agree not to commence any litigation arising out of or relating to this Agreement except in the Tennessee Courts and (iii) agree not to plead or claim that such litigation brought therein has been brought in an inconvenient forum.

  1. General

If any provision(s) of this Agreement is(are) held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. Any failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. By agreeing to the terms set forth in this Agreement, I agree to waive any right I may have to a jury trial and/or to take part in any class action lawsuits. The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance. This Agreement may be assigned in whole or in part by the Top4M. I agree this Agreement may not be assigned in any manner by me without the express, prior written permission of Top 4M. There are no third party beneficiaries to this Agreement. This Agreement contains the entire understanding of the parties regarding the subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties regarding the subject matter.