My Music Machines, Inc.
Jamboxx Sponsored Artist Agreement
This Agreement, made and entered into by and between My Music Machines, Inc. (“MMMI”), a New York Corporation, with its principal place of business at 43 New Scotland Avenue, Albany NY 12208, made by you, the Sponsored Artist, contains the complete terms and conditions that apply to your participation in the MMMI Sponsored Artist Program (the "Program").
WHEREAS MMMI produces and sells Jamboxx-branded MIDI instruments and accessories for professional musicians, enthusiasts and the adaptive community and,
MMMI seeks artists to assist in the promotion, marketing, awareness building and sales of Jamboxx-branded products and accessories
NOW THEREFORE, the parties agree that MMMI will provide to you the following joint promotion activities and sales commissions when you meet the criteria as defined in this Agreement and in the Sponsored Artist Program Definition posted on the www.jamboxx.com web site.
1. Enrollment in the Program. A complete Sponsored Artist application from the Jamboxx web site must be completed. Upon completion of your application it will be reviewed and you will be notified of your acceptance or rejection to the Program. Your application may be accepted (at the sole discretion of MMMI) depending on the match with the mission of MMMI. The Program is open worldwide. Any rights granted to a Sponsored Artist are non-exclusive.
2. Sponsored Artist Defined. The Sponsored Artist program is a marketing system that allows an artist to become an "affiliate" of MMMI and help sell Jamboxx-branded products and accessories. To earn a commission, a Sponsored Artist handles all or most of the sales process, including product demonstrations and presentations, customer questions, customer training, and order processing issues. Sponsored Artists may not offer payment terms or extend credit.
3. Sponsored Artist Commissions. Subject to the terms of this Agreement and in consideration of payment received for the sale of a MMMI product by the Sponsored Artist, the Sponsored Artist will be compensated by MMMI solely by payment of a percentage commission in U.S. dollars. The percentage commission is based on the total purchase amounts received by MMMI from the customer, net of any discounts or promotions, shipping fees and government fees such as sales or use tax. Subject to the terms contained herein, the extent of the percentage commission (the “Commission”) to be applied will be based on the published rates documented in the Sponsored Artist Program Definition posted on the www.jamboxx.com web site. The Sponsored Artist acknowledges and agrees that the Commission is the sole and exclusive form of compensation it may receive for the activities described herein. To enable MMMI to track new customers and pay appropriate commissions to a Sponsored Artist, each customer purchase must include the appropriate discount code unique to each Sponsored Artist.
4. Joint marketing. Sponsored Artist may use MMMI-approved and supplied Jamboxx Sponsored Artist logos, Jamboxx logos, and Jamboxx marketing material in their web site, band performances, social media sites and other venues where the Jamboxx is performed. It is expressly understood that this Sponsored Artist Agreement does not grant the Sponsored Artist any interest in the Company’s trademarks or any other intellectual property rights.
Sponsored Artist agrees to feature the Jamboxx Sponsored Artist logo on their artist/band website and other social media sites such as the artist/band FaceBook page. This logo will link back to http://www.jamboxx.com.
MMMI may use Sponsored Artist approved and supplied logos, images, videos and marketing materials in all venues where it showcases the Jamboxx and Jamboxx performances. It is expressly understood that this Sponsored Artist Agreement does not grant the Company any interest in Sponsored Artist’s trademarks or any other intellectual property rights.
5. Non-discrimination. MMMI reserves the right to deny any application for the Sponsored Artist Program based on that artist’s statements or publications including social media sites. Artists promoting violence and discord, discrimination based on race, sex, religion, nationality, sexual orientation, or age, sexually explicit materials, and illegal or questionable activities, as well as those violating intellectual property rights will not be accepted into the Program. If MMMI becomes aware of any artist promoting such materials or engaged in such activities, it will terminate them from the Program without notification. Sponsored Artists must use only the graphics, marketing, and promotional materials provided by MMMI without alteration. Sponsored Artists will be solely responsible for the development, operation, and maintenance of their Web site and associated materials on their site(s).
6. Two-Tiered Sponsored Artist Program. If Sponsored Artist recommends artists to MMMI and they are approved for the program, the Sponsored Artist will receive a 5 percent commission for any sales made by the recommended artist for the initial year in which the recommended artist is in the Program.
7. Items not included in the Sponsored Artist Program. For the avoidance of doubt, commissions are paid on sales of Jamboxx-branded products and accessories sold on the Jamboxx.com web site. Examples of items not included in the Program are subsequent support fees, consulting fees, or payments for other software or services.
8. Splitting Commissions. In no event will MMMI be liable for more than one single Commission for each product sale. Should more than one organization and/or individual claim any right to a commission, a single commission will be apportioned among the claimants in U.S. Dollars as determined at the sole discretion of MMMI.
9. Commission Payments. When a Sponsored Artist makes a sale, MMMI will pay the Commission to the Sponsored Artist in U.S. dollars within 45 days following the month in which the product was purchased. If a customer refund is provided, any previously paid commissions related to a sales directed by Sponsored Artist will be deducted from the next monthly payment sent to Sponsored Artist.
10. Tax Laws and Consequences. MMMI will follow and comply with all State and Federal tax laws. Sponsored Artists are responsible and fully liable for any tax consequences derived from the receipt of a Commission under this Agreement and will indemnify and hold MMMI harmless for any lack of compliance with tax obligations related to any Commissions received.
11. Independent Contractor. In this Agreement, Sponsored Artist is considered an independent contractor. Therefore, nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Sponsored Artist will have no authority to make or accept any offers or make representations on behalf of MMMI. Sponsored Artist shall not incur any expenses on behalf of MMMI.
12. Assignment. Sponsored Artists may not assign its interest in the Agreement without MMMI consent.
13. Intellectual Property. All intellectual property rights are reserved to MMMI and are not licensed.
14. Applicable Law and Jurisdiction. These Terms and Conditions will be governed, interpreted, and enforced by the Laws of the State of New York. Any dispute or controversy that the parties cannot amicably resolve will be brought to the exclusive jurisdiction of the State Courts in Albany County, New York where MMMI is headquartered. Arbitration and mediation for unresolved disputes and controversies will take place in Albany County, New York.
15. No Spam. Sponsored Artist agrees not to use e-mail addresses of MMMI customers to send unsolicited e-mail. Sponsored Artist agrees not to use unsolicited e-mail, Usenet, message board postings, or similar methods of mass messaging (Spam) to gather sales commissions. The use of Spam to promote the Program has strict negative consequences. We will immediately and permanently terminate the account of any Sponsored Artist who has sent unsolicited e-mail targeting potential MMMI customers or to gain referrals or for any other purpose. In addition, you may be subject to state and federal penalties and other legal consequences under applicable law if you send unsolicited e-mail. Our Anti-Spam Policy is intended to protect our Sponsored Artists, customers, employees, and other affiliates, as well as MMMI.
16. Confidentiality. From time to time, MMMI may disclose to you Confidential Information. Such Confidential Information may be disclosed by MMMI orally or in a tangible document. MMMI may also disclose Confidential Information to you and your employees at training events and through other means used to transmit this information to you and other MMMI program participants. In return for MMMI disclosing Confidential Information to you, you agree to maintain the confidentiality of the information with at least the same degree of care that you use to protect your own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. You will not disclose any Confidential Information to any third parties except to your employees who have a need to know the information to do their jobs and who agree to abide by these nondisclosure terms, which you agree to explain to them. This clause will survive the termination of this Agreement.
22. Representations and Warranties. Sponsored Artist represents and warrants that (i) Sponsored Artist has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; (ii) the individual accepting this Agreement has the authority to do so; (iii) the obligations created by this Agreement, insofar as they purport to be binding on the Sponsored Artist, constitute legal, valid, and binding obligations, enforceable in accordance with their terms; (iv) there is no contractual or other legal obligation to stop the Sponsored Artist from performing in this Program; and (v) the Sponsored Artist is in compliance with all laws to which it is subject, the non-compliance with which would have a material adverse affect on Sponsored Artist performance under this Agreement.
23. Modifications. MMMI may modify any of the terms and conditions of this Agreement at any time. Sponsored Artist will be notified by email, and a change notice will be posted on our site. If the modifications are unacceptable, the only recourse of Sponsored Artist is to terminate this Agreement. Your continued participation in this Sponsored Artist Program after a change notice has been posted will constitute binding acceptance of the change. Changes will only be made in 'good faith' with the Sponsored Artist. Similarly, MMMI reserves the right to change the Sponsored Artist Program Definition as posted on the Jamboxx.com web site at any time and for any reason.
24. Term of Contract. The terms of this Agreement will begin upon acceptance by MMMI of your Sponsored Artist Program application and will expire on December 31st of each year. Either party may give notice in writing of desire to renew the Agreement prior to expiration.
25. Termination. Either party may cancel the Agreement any time, without supplying a reason, through written notification to the other party at the following addresses; My Music Machines, Inc. 43 New Scotland Avenue, MC25, Albany NY 12208; or your address. The termination of this Agreement will be effective upon receipt of a termination notice. Upon termination, any pending transactions will be processed. Any funds that we are holding in custody for you at the time of closure, less any applicable fees, will be paid to you by check. However, you may not seek closure of your account as a means of evading customer responsibilities, disputes, or order fulfillments. If pending issues or customer disputes remain at the time you close your account, you authorize MMMI to hold your commission payment for up to 180 days or as appropriate to protect MMMI for sale reversals or customer disputes. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all Links to our site, and all MMMI trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
26. Indemnification and Limitation of Damages. Sponsored Artist agrees to indemnify and hold MMMI, its affiliates, officers, directors and employees harmless from any claim, action, demand, loss, or damages (including reasonable attorneys' fees) arising from misrepresentation, default, misconduct, failure to perform or any other act related to the Sponsored Artist Program. MMMI shall not be held liable for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or program. Neither party has the right to create any obligation binding on the other except as expressly authorized in this Agreement.
27. Final Provisions. If for any reason, a party is unable to fulfill its obligations under the agreement, it shall immediately inform the other party thereof and do everything in its power to resume normal operations as quickly as possible. In such a case, the affected party shall not be deemed to be in breach of contract and cannot be held liable.
28. Waivers. No waiver of a breach of any provision of this Agreement shall constitute a waiver of any preceding or succeeding breach of the same or of any other provision of this Agreement.
29. Severability. If any term, provision, or covenant in this Agreement is ruled to be invalid, void, or unenforceable, the remainder of the terms, provisions, and covenants in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.