Musopen Music Dedicator Agreement

September 23, 2013

NOTE: Do not upload any music or sheet music that is not placed in the public domain.  No copyrighted or illegal materials.

Welcome to the Musopen, Inc. (“Musopen”) web site – https://musopen.org – and any other services owned or operated by Musopen (the “Musopen Service”).

By clicking “I Agree” below, or otherwise submitting, uploading or contributing Dedicator Music Content (as defined below), you acknowledge that you have read, understood, and agree to be bound by these Musopen Music Dedicator Terms, including any future modifications (the “Dedicator Terms”).

PLEASE PAY SPECIAL ATTENTION TO THE WAIVER, DEDICATION, CERTIFICATION, BELOW. BY UPLOADING DEDICATOR MUSIC CONTENT, YOU ARE:

1) WAIVING ALL OF YOUR RIGHTS TO DEDICATOR MUSIC CONTENT (AS FURTHER DESCRIBED IN SECTION 6, BELOW);

2) CERTIFYING THAT NO PERSON OR ENTITY HAS ANY RIGHTS IN SUCH DEDICATOR MUSIC CONTENT (AS FURTHER DESCRIBED IN SECTION 4, BELOW);

3) DEDICATING SUCH DEDICATOR MUSIC CONTENT TO THE PUBLIC DOMAIN (AS FURTHER DESCRIBED IN SECTION 5, BELOW); AND

4) NOTWITHSTANDING 1-3, ABOVE, GRANTING THE PUBLIC AN UNRESTRICTED, PERPETUAL, SUBLICENSABLE, IRREVOCABLE LICENSE (AS FURTHER DESCRIBED IN SECTION 7, BELOW) TO YOUR DEDICATOR MUSIC CONTENT.

1. ELIGIBILITY

You represent that you are of legal age to form legally binding contracts and are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Dedicator Terms.  In any case, you must be at least 18 years of age to upload or submit content to the Musopen Service.  If you are using the Musopen Service as a representative of a company or legal entity, you (i) represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) the terms “you” and “your” in this Agreement refers to your company or legal entity.

Musopen reserves the right to refuse participation to any person or entity at any time in its sole discretion.  

2. INCORPORATION BY REFERENCE

These Dedicator Terms are incorporated into and are subject to the Musopen Platform Terms of Use (including without limitation all restrictions on user conduct, disclaimers and limitations of liability, governing law contained therein). Your use of the Musopen Service is subject at all times to these Dedicator Terms and the Musopen Terms of Use. For information regarding how Musopen collects, uses and discloses your personal information, please see the Musopen Privacy Policy. For our policy on modifications, please see the Musopen Terms of Use.

In the event of any conflict between the Musopen Terms of Use and these Dedicator Terms, these Dedicator Terms shall control.

3. DEDICATOR MUSIC CONTENT

The Musopen Service permits the submission and posting or linking of audio content (including sound recordings) and music related textual content (including sheet music) (“Dedicator Music Content”), and the hosting of or making available such Dedicator Music Content.  Musopen makes no representations that it or others will use your Dedicator Music Content in any way. Musopen reserves the right and may or may not use your Dedicator Music Content in its sole discretion.

4. REPRESENTATION

You hereby represent and warrant that:

i) For each piece of Dedicator Music Content, that: (a) you are the creator and owner of or have the necessary rights to dedicate such Dedicator Music Content to the public domain; or (b) your Dedicator Music Content is in the public domain by operation of law or otherwise in the jurisdiction in which your Dedicator Music Content originated;

ii) Your Dedicator Music Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity, droite morale or other similar right, or other rights of any other person or entity; and

iii) Your Dedicator Music Content (including, without limitation, distribution, display, use, copying and performance thereof) does not violate any applicable law or regulation or the Musopen Terms of Use.

5. DEDICATION

To the extent you own any copyright or similar right in your Dedicator Music Content, you hereby dedicate your Dedicator Music Content to the public domain for the benefit of the public at large and to the detriment of your heirs and successors.

You understand and agree that the foregoing dedication:

i) is an overt act of relinquishment in perpetuity of all present and future rights under copyright law (or similar laws), whether vested or contingent, in the Dedicator Music Content and such relinquishment of all rights includes the relinquishment of right to enforce (by lawsuit or other wise) such copyrights in the Dedicator Music Content; and

ii) means that your Dedicator Music Content may be freely reproduced, distributed, modified, displayed, performed publicly, modified, or otherwise exploited by anyone for any purpose (commercial or non-commercial), and in any way, including by methods that have not yet been invented or conceived.

6. WAIVER OF ALL RIGHTS

In addition to the foregoing dedication, to the maximum permitted by applicable law, you hereby fully, permanently and irrevocably waive and relinquish all of your rights in the Dedicator Music Content available under any law, treaty or contract, including but not limited to copyright, patent, moral rights, rights of publicity and privacy rights, rights protecting against unfair competition and any rights protecting the extraction, dissemination and reuse of data, whether such rights are present or future, vested or contingent (the "Complete Waiver"). You make the foregoing Complete Waiver for the benefit of the public at large and to the detriment of your heirs or successors. You understand the foregoing means that the Dedicator Music Content shall be freely available to the public for any and all uses and purposes without restriction of any kind, including commercial use and uses in media and formats or by methods that have not yet been invented or conceived.

7. LICENSE

To the extent the foregoing dedication and/or waiver is ineffective or otherwise not enforceable under applicable law, you hereby grant the public at large (including Musopen) an unrestricted, perpetual, permanent, irrevocable, royalty free, non-exclusive, freely sublicensable, freely transferable license under all of your rights in the Dedicator Music Content to use, modify, and otherwise exploit your Dedicator Music Content for any purpose and in any media or medium now known or hereafter discovered.

8. MONITORING

You acknowledge that Musopen may or may not pre-screen Dedicator Music Content, but that Musopen and its designees shall have the right (but not the obligation) in their sole discretion to prescreen, refuse, or remove any Dedicator Music Content that is uploaded via the Musopen Service.  Without limiting the foregoing, Musopen and its designees may, at any time and without prior notice, refuse or remove any Dedicator Music Content that, in the sole judgment of Musopen, violates these Dedicator Terms or the Musopen Terms of Use, is not consistent with the quality or nature of the Musopen Service, or is otherwise objectionable, with no liability of any kind.  You agree that you must evaluate and bear all risks associated with the use of any Dedicator Music Content, including any reliance on the accuracy, completeness, usefulness or legality of such Dedicator Music Content.  

9. INDEMNIFICATION

For clarity, the following is in addition to your indemnification obligations under the Terms of Use.

You agree to indemnify and hold harmless Musopen, and its parents, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents, distributors (direct and indirect) and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out of (i) your use or misuse of the Musopen Service; (ii) your breach or other violation of this Agreement and the Musopen Web Site Terms of Use, including any representations, warranties and covenants herein; and (iii) your violation of the rights of any other person or entity, including claims that any Dedicator Music Content infringes or violates any third party intellectual property rights.  Musopen reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.  You agree not to settle any such matter without the prior written consent of Musopen.  Musopen will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.  

10. MISCELLANEOUS

For clarity, the following is in addition to any terms in the Terms of Use. Any terms of these Dedicator Terms which by their terms or nature are intended to survive such termination, shall survive any termination or expiration of these Dedicator Terms.