1 THE STEAM is generally into the businesses of broadcasting and media services; and it is the owner and operator of “AUX ONLINE PLATFORM” (hereinafter referred to as “THE AUX PLATFORM”).
1.2 THE AUX PLATFORM is an audio-visual media, music and entertainment website, which is a parent brand to separate segments, such as AUX Radio, AUX Sessions, AUX Live, AUX Experience and AUX Magazine; and THE AUX PLATFORM enables THE ARTISTE to create and upload his/her social media profile, musical videos and products on THE AUX PLATFORM for promotions by THE STEAM.
1.3 THE ARTISTE is into entertainment business as a professional musician, singer, dancer, performer or entertainer.
1.4. THE ARTISTE is desirous of subscribing to and featuring in and/or on THE AUX PLATFORM, and THE STEAMhas accepted the subscription.
1.5 The Parties have mutually agreed to enter into this contractual arrangement in support of their agreement, subject to the terms and conditions and private policy hereinafter contained.
2.0 NOW THEREFORE, pursuant to the agreement and in consideration of the terms and conditions and private policy herein contained, the Parties have agreed as follows:
3.0 THE ARTISTE’S OBLIGATIONS: THE ARTISTE hereby agrees and covenants with THE STEAM as follows:
3.1 THE ARTISTE shall register for and subscribe to THE AUX PLATFORM with the payment of an annual subscription fee of Five Thousand Naira (N5,000.00) only: Provided that THE STEAM shall at all times have the exclusive right to review the subscription fee from time to time.
3.2 THE ARTISTE shall upload his/her musical videos on THE AUX PLATFORM once every month of the one (1) year-duration of the subscription; with a different song for every month.
3.3 THE ARTISTE shall be available on behalf of THE AUX PLATFORM to perform for THE STEAM’s events and/or studio interviews within three (3) months of recording for and/or engagement by a third party.
3.4 THE ARTISTE shall be present at THE AUX PLATFORM’s interviews, promo sessions and Sessions if he/she qualifies for such.
3.5 THE ARTISTE shall use every means and resources, including but not limited to word of mouth, towards promoting THE AUX PLATFORM at anytime as communicated within three (3) months of recording for and/or engagement by a third party; and THE ARTISTE shall regularly and/or when required to do so by THE STEAM furnish THE STEAM with relevant records, materials and information showing THE ARTISTE’s promotion of THE AUX PLATFORM.
3.6 THE ARTISTE shall maintain and ensure good will and best interest towards THE AUX PLATFORM and THE STEAM.
3.7 THE ARTISTE hereby grants and confers on THE STEAM the absolute right to alter, edit, modify, adapt and/or reproduce THE ARTISTE’s video product for any use of THE STEAM, as may be appropriate and necessary at any given time.
3.8 THE ARTISTE hereby agrees that all right, title and interest in and to the Video incorporating him/her shall be vested in THE STEAM.
3.9 THE ARTISTE agrees that upon any alteration, edition, adaptation and/or reproduction of THE ARTISTE’s video product by THE STEAM, THE ARTISTE shall waive his/her right to inspect or approve the finished material; and THE ARTISTE further agrees to fully release THE STEAM from any liability for any claim of alteration, optical illusion or faulty mechanical reproduction.
4.0 THE STEAM’S OBILGATIONS: THE STEAM hereby agrees and covenants with THE ARTISTE as follows:
4.1 THE STEAM shall enable THE ARTISTE’s musical videos to be uploaded on THE AUX PLATFORM upon THE ARTISTE’s due registration and subscription for THE AUX PLATFORM.
4.2 THE STEAM shall make provisions for shooting and creating of contents suitable for THE AUX PLATFORM.
4.3 THE STEAM shall promote THE AUX PLATFORM’s contents, as may be convenient by it (THE STEAM) to so do.
4.4 THE STEAM shall provide THE AUX PLATFORM’s artistes with the necessary tools and opportunities to boost their career with regards to radio airplays and online promos, as may be convenient by THE STEAM to so do.
5.0 GENERAL CONDITIONS:
5.1 THE ARTISTE shall, in performing his/her duties and obligations herein, ensure that good faith is maintained.
5.2 In exercising his/her obligations under this Agreement, THE ARTISTE shall:
(a) protect and promote THE STEAM’s interests;
(b) observe all applicable laws and regulations relevant to THE STEAM’s activities; and
(c) always act in accordance with good and professional practice.
5.3 An Artiste or THE ARTISTE can become 'Artiste of the Month’ based on top votes from random fans and website visitors: Provided that no artiste can become ‘Artiste of the Month’ more than two (2) times in a year.
5.4 An ‘Artiste of the Month’ can become an ‘Artiste of the Year’, and which said Artiste of the Year’ is selected from all top ‘Artistes of the Month’ in the year under consideration; and the selection process is also based on top votes from random fans and website visitors.
5.5 An Artiste or THE ARTISTE may be eligible to get into AUX Sessions if he/she is amongst the shortlisted nine (9) artistes from THE AUX PLATFORM within a monthly time-frame.
6.1 THE ARTISTE agrees to fully indemnify and keep THE STEAM indemnified against any and all liabilities, costs, claims, demands, proceedings, charges, actions, suits or expenses of whatsoever kind or character that may be incurred or suffered by THE STEAM howsoever arising by reason of the act, omission, default, negligence, delay, non-compliance, breach, conduct, or activities of THE ARTISTE in connection with the discharge of his/her (THE ARTISTE’s) obligations under this Agreement.
7.1 All confidential information furnished to or obtained by THE ARTISTE in any way whatsoever pursuant to this Agreement shall be the property of THE STEAM, and shall be kept confidential by THE ARTISTE, both during and after the term of this Agreement.
(a) For the purpose of this clause, “Confidential Information” shall include but not limited to any information relating to the business and/or operation of THE STEAM as well as all know-how of which THE ARTISTE becomes aware or generates in the course of or in connection with the performance of his/her obligations hereunder.
(b) THE STEAM shall be entitled to any remedy available at law or equity, including but not limited to specific performance, damages and/or injunction, against a breach by THE ARTISTE of this obligation.
8.0 DURATION AND TERMINATION:
8.1 An artiste or THE ARTISTE’s membership of and/or subscription to THE AUX PLATFORM is for a period of one (1) year, commencing from the day of the subscription.
8.2 An artiste or THE ARTISTE may renew his/her membership of THE AUX PLATFORM by subscribing for another year with the payment of the applicable subscription fee upon the expiration of the year herein granted: Provided that such a renewal of membership is subject to THE STEAM’s sufficient satisfaction with an artiste or THE ARTISTE and/or that an artiste or THE ARTISTE is not in breach or default of any kind under this Agreement.
8.3 Notwithstanding Section 8.1 hereof, if THE ARTISTE is, by any act or omission, in breach of any material obligation, term or condition under this Agreement and such breach shall continue for a period of three (3) days after notice thereof has been given by THE STEAM to THE ARTISTE, THE STEAM shall have the right to terminate this Agreement with immediate effect by notice to THE ARTISTE.
8.4 THE STEAM reserves the right to summarily terminate this Agreement without notice on the grounds of THE ARTISTE’s gross misconduct, negligence, unethical behaviour, fraud, dishonesty, bankruptcy, insolvency or any conduct likely to bring THE STEAM into disrepute, or to cause a loss or damage to THE STEAM and/or THE AUX PLATFORM.
8.5 The right to terminate this Agreement shall be in addition to and without prejudice to any other rights which THE STEAM may have against THE ARTISTE herein.
8.6 Upon termination of this Agreement by THE STEAM. THE STEAM shall be entitled to remove THE ARTISTE’s profile and/or video products from THE AUX PLATFORM and/or to take all legal actions to enforce its (THE STEAM’s) rights under this Agreement and/or any applicable law.
9.0 FORCE MAJEURE:
9.1 THE STEAM shall not incur liability of any kind or nature whatsoever in relation to THE ARTISTE in the event of a failure to perform any of its obligations hereunder directly or indirectly caused by circumstances beyond THE STEAM’s reasonable control, such as war or war-like activities, government orders, riots, civil commotion, strike, lock-out or similar actions, an act of God, peril of the sea or any other similar cause.
10.1 That except as hereinbefore specifically stipulated, notices, requests or other communications required or permitted to be given under this Agreement shall be given in English Language and can be oral or in writing; and that notices, requests or communications sent through letters, electronic mails (emails), couriers, phone messages (SMS), phone calls, WhatsApp, Facebook, twitters and/or hand delivery at the given or last known addresses or contacts of the Parties shall be deemed proper notices and shall be deemed properly served.
11.1 THE ARTISTE shall not be entitled to assign or subcontract or sub-license his/her rights and/or obligations under this Agreement and THE ARTISTE shall remain at all times liable for personal performance of his/her obligations under this Agreement.
11.2 Nothing in this Agreement shall be deemed to constitute a partnership or a joint venture between the Parties.
11.3 Upon termination of this Agreement, THE ARTISTE shall surrender to THE STEAM any and all books, records, documents and other property in the possession or control of THE ARTISTE relating to this Agreement and to the business, finance, technology, trademark or affairs of THE STEAM and its subsidiaries or affiliates, and except as required by law, THE ARTISTE shall not retain any copies of the same.
11.4 No term of this Agreement is enforceable by a person who is not a Party to it, except by the affiliates of THE STEAM.
11.5 THE STEAM shall at all times reserve the exclusive right to amend, review, alter, modify, supplement or change this Agreement or any of its terms as and at when it (THE STEAM) deems it necessary to so do; and THE ARTISTE shall be bound by this Agreement and/or any amendment, review, alteration, modification, supplementation or change to it.
11.6 The failure of THE STEAM to enforce any term of this Agreement and/or to insist on the strict performance of any of the terms, conditions and covenants on the part of THE ARTISTE herein contained shall not be deemed a waiver and/or a waiver of any subsequent breach or default of THE ARTISTE in the performance of any of the terms, conditions and covenants on his/her part herein contained; and that any waiver must be specifically stated as such in writing.
11.7 If any provision herein is held to be void or unenforceable, the validity and enforceability of the remaining provisions herein shall remain unaffected and enforceable.
11.8 This Agreement shall be binding upon and inure to the benefit of THE STEAM, its successors, subsidiaries and/or affiliates.
11.9 This Agreement may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.
11.10 This Agreement is complete in its entirety between the Parties involved.
11.11 This Agreement supersedes any verbal or written agreement made prior to or concurrent with this Agreement, and any such prior agreement is cancelled as at the commencement date but without prejudice to any right which has already accrued to either of the Parties.
11.12 All intellectual property rights and other rights in any invention, device concept, idea or products on THE AUX PLATFORM (or any improvement or modification of an existing invention, device, concept, idea or products on THE AUX PLATFORM) created or developed by THE ARTISTE and/or THE STEAM during the duration of this Agreement and within three (3) years thereafter (arising from or related to this Agreement) shall belong to THE STEAM.
11.13 THE STEAM shall be the legal and beneficial owner of the copyright in any or all works produced by THE ARTISTE during the duration of this Agreement and within three (3) years thereafter (arising from or related to this Agreement).
11.14 THE STEAM shall have full right and control on and over any and all video or musical products on THE AUX PLATFORM.
11.14 THE AUX PLATFORM and/or any other concept or activity related to and/or arising therefrom it is exclusive to THE STEAM; and accordingly, THE ARTISTE agrees that during the duration of this Agreement, he/she (THE ARTISTE) shall not engage in any way whatsoever any other person or entity or any other project related, connected or similar to and/or inconsistent with THE AUX PLATFORM and/or this Agreement.
11.15 THE ARTISTE shall not directly or indirectly engage in any other contract, vocation or business that is similar to that engaged in by THE STEAM and/or that may directly or indirectly conflict with THE ARTISTE’s engagement, duties, obligations and services by and under this Agreement.
11.16This Agreement shall be in force and be applicable to an artiste or THE ARTISTE during the time an artiste or THE ARTISTE is on THE AUX PLATFORM but without prejudice to any liability which has already accrued against THE ARTISTE.
12.1 THE ARTISTE shall, at all times, freely disclose and furnish THE STEAM and/or THE AUX PLATFORM with any and all information, data, details, records, materials, musical/video products necessary for the operation of THE AUX PLATFORM and/or that may be required by THE STEAM.
12.2 THE STEAM reserves the right at all times to use in anyway whatsoever any and all such information, data, details, records, materials, musical/video products supplied by THE ARTISTE for any purpose whatsoever as it (THE STEAM) deems fit.
12.3 THE ARTISTE hereby agrees to be fully liable to THE STEAM and/or any third party for any risk, loss, liability, cost, damage, proceedings, demands, claims or charges arising from or related to the use of such information, data, details, records, materials, musical/video products supplied by THE ARTISTE to THE AUX PLATFORM and/or THE STEAM.
12.4THE ARTISTE acknowledges and agrees that his/her submission of any information, records, materials, data, details or video to and/or in respect of THE AUX PLATFORM is at his/her risk, and that THE STEAM hereby disclaims any and all liability to THE ARTISTE for any loss, claims, proceedings, demands or liability relating to such information, records, materials, data, details or videos.
12.5 THE ARTISTE further agrees that THE STEAM shall not be liable for any damage, inconvenience, damages, loss, cost, demands, claims, proceedings or liability arising from THE ARTISTE’s use of and/or subscription to THE AUX PLATFORM
12.6THE ARTISTE hereby agrees that neither THE STEAM, its affiliates, subsidiaries, licensees, assigns, successors, agents, members, officers, employees, contractors or directors will be liable for any direct or indirect, incidental, punitive, special, consequential, or exemplary damages or loss of any kind arising from his/her use of THE AUX PLATFORM or from any content, information, materials or products made available to him/her through THE AUX PLATFORM.
12.7 THE ARTISTE further agrees to fully indemnify and keep THE STEAM and/or any third party indemnified against any and all any risk, loss, liability, cost, damage, proceedings, demands, claims or charges arising from or related to the use of such information, data, details, records, materials, musical/video products supplied by THE ARTISTE to THE AUX PLATFORM and/or THE STEAM and/or for any or all liabilities, costs, claims, demands, proceedings, charges, actions, suits or expenses of whatsoever kind or character that may be incurred or suffered by THE STEAM and/or any third party howsoever arising by reason of the act, omission, default, negligence, delay, non-compliance, breach, conduct, or activities of THE ARTISTE in connection with the discharge of his/her (THE ARTISTE’s) obligations under this Agreement.
13.0 GOVERNING LAW AND ARBITRATION:
13.1 This Agreement shall be governed by and interpreted in accordance with Nigerian laws.
13.2 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with relevant arbitration laws in Nigeria.