I acknowledge by acceptance of this agreement to abide by the following Terms and Conditions set forth by The Recording Academy with respect to use of the Content (as defined above).
1. LICENSE GRANT
THE RECORDING ACADEMY hereby grants to Media Outlet, solely for the Term and within the Territory (both as defined above), the non-exclusive limited right and license to use the Content (as defined above), solely for the Purpose (as defined above) (this “License”). Media Outlet may not sublicense, assign, convey, delegate or transfer this License or its right to use the Content and any violation thereof shall be void ab initio. Except for the Licensed Use, as defined below, Media Outlet shall not use, display, copy, disseminate, or otherwise exploit the Content in any manner whatsoever.
2. APPROVAL AND RULES Media Outlet shall obtain the prior written approval of The Recording Academy for each use or exploitation of the Content in accordance with the License (if approved, a “Licensed Use”), and Media Outlet shall not use the Content without such prior approval. Each Licensed Use shall conform in all respects to the quality and form approved by The Recording Academy. Each Licensed Use shall comply with all Usage Rules and Style Guides (as available below) that The Recording Academy may provide to Media Outlet from time to time. Media Outlet shall provide The Recording Academy with samples of all Licensed Use upon request.
3. REQUIRED MARKINGS Media Outlet shall display in connection with each Licensed Use of the Content all markings and notices required by law or as requested by The Recording Academy. Media Outlet shall not display its own or any third party copyright or trademark notice in connection with the Content, unless approved by The Recording Academy.
4. OWNERSHIP OF CONTENT Media Outlet acknowledges that The Recording Academy owns all right, title, and interest in and to the Content. Media Outlet agrees not to take any action or assist another in taking any action contesting or in any way impairing any part of The Recording Academy’s right, title, and interest in and to the Content. Media Outlet’s use of the Content shall inure exclusively to the benefit of The Recording Academy. All rights of The Recording Academy not expressly granted to Media Outlet herein are expressly reserved to The Recording Academy. Media Outlet agrees and acknowledges that following the expiration of the Term or earlier termination of the License and these Terms and Conditions, all rights herein granted to Media Outlet shall terminate and Media Outlet will not use any of the Content for any purpose. These Terms and Conditions are personal to Media Outlet, and Media Outlet shall not assign the License or these Terms and Conditions or any of its rights hereunder without the prior written approval of The Recording Academy. The Recording Academy may assign the License (and these Terms and Conditions) and any of its rights and obligations hereunder to any affiliate or successor of all or substantially all of its assets. Subject to the foregoing, the License and these Terms and Conditions shall be binding upon each party’s successors and assigns.
5. WARRANTIES; REPRESENTATIONS AND INDEMNITY (a) The Recording Academy makes no representations or warranties concerning the Content or the use, and expressly waives all implied warranties, of merchantability and fitness for any particular use. (b) Media Outlet agrees to defend, indemnify, and hold The Recording Academy and its members, subsidiaries, affiliates, successors, assigns, officers, and directors (collectively, the “Indemnified Party”), free and harmless from and against all out-of-pocket costs and expenses (including reasonable outside attorneys’ fees and other reasonable outside legal expenses) arising out of or related to third-party claims resulting from (i) a breach by Media Outlet of these Terms and Conditions (including, without limitation, with respect to the License), (ii) the negligent or more culpable conduct of Media Outlet, and/or (iii) the violation of any law, rule or ordinance by Media Outlet. This indemnification set forth in this Section 5(b) shall survive and shall be enforceable beyond the expiration or earlier termination of the Term or these Terms and Conditions. (c) THE RECORDING ACADEMY SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO MEDIA OUTLET FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING FROM THE BREACH, EXPIRATION OR TERMINATION OF THESE Terms and Conditions (EVEN IF MEDIA OUTLET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). Notwithstanding anything in these Terms and Conditions to the contrary, the maximum liability of The Recording Academy to Media Outlet for any and all claims arising out of or related to these Terms and Conditions (at law or in equity) will not exceed One Hundred Dollars ($100.00).
6. TERMINATION (a) Notwithstanding anything to the contrary, in addition to all other remedies available at law or in equity, The Recording Academy may earlier terminate the License if Media Outlet breaches the above Terms and Conditions, upon fifteen (15) days written notice thereof and chance to cure therein. (b) The Recording Academy may terminate this License at any time upon thirty (30) days notice to Media Outlet.
7. MISCELLANEOUS (a) The License terms contained in these paragraphs (1)-(7) (collectively, the “Terms and Conditions”) contain the entire understanding of the parties relating to the subject matter hereof and cannot be changed except by written agreement signed by both parties. (b) The validity, interpretation and legal effect of these terms and conditions shall be governed by the laws of the state of California applicable to contracts entered into and performed entirely within the state of California (without giving effect to any conflict of law principles under California law). The California courts (state and federal, shall have sole jurisdiction of any and all controversies arising out of or related to these Terms and Conditions; any action or other proceeding which involves such a controversy shall be brought in these courts in Los Angeles, California and not elsewhere. The Recording Academy and Media Outlet waive any and all objections to venue in those courts and hereby submit to the jurisdiction of those courts. In the event that The Recording Academy is the prevailing party in any legal action between The Recording Academy and Media Outlet arising from or related to these Terms and Conditions, whether instituted by The Recording Academy or by Media Outlet, Media Outlet shall promptly reimburse The Recording Academy for all costs and expenses (including reasonable outside attorney’s fees) incurred by The Recording Academy in connection therewith.