Definitions
“You” refers to the client/commissioner:
Name:
Address:
Email:
“We” and “SongInvention” refer to the sole proprietorship owned by:
Kristi McGarity
PO Box 1212
Manchaca, TX 78652
kristi@songinvention.com
Description of Work
By signing this agreement, you commission SongInvention to compose, arrange, and record an original song or musical score for [birthday, anniversary, film, wedding, graduation, etc.]. SongInvention warrants that the resulting composition is, to the best of our knowledge, a wholly original work that is not copied or adapted from any other material, except for material provided to us by you for the purpose of adaptation (see “Permission to Use Client Contribution” below).
Commission Fee; Payment Schedule
The estimated commission fee for this work is $_________, plus the cost of any add-ons you select. The commission fee may be adjusted up or down as described in this agreement, and any adjustments will be reflected in the final invoice. Commission fees include the cost of any third-party service providers engaged by SongInvention such as musicians, writers, recording personnel, graphic designers, etc.
50% of the estimated commission fee is due with this agreement, along with payment in full for add-ons ordered with the first invoice. The remaining 50% of the commission fee, including adjustments (if any) and add-ons ordered with the second invoice, is due at the rough draft approval (as detailed below). All commission fees are non-refundable. However, SongInvention will refund any add-ons ordered, but not delivered.
SongInvention will not begin the commissioned work until the date the first 50% payment is received, and SongInvention will not begin final recording and/or production until the remaining 50% payment (plus any additional fees) is received.
Add-ons may be ordered at any time; shipping estimates begin from SongInvention’s receipt of payment.
You agree to pay a $25 processing fee to SongInvention for any returned checks.
Merchandise Shipping and Returns
If you purchase physical merchandise from SongInvention's order form and/or online store:
We ship via USPS First Class and First Class International. Online store orders ship within 10 days, usually much faster. Custom song orders follow the schedule outlined in your commission agreement. Delivery times vary by location. International delivery generally takes 17-31 days, although delivery times are not guaranteed. If you have not received your order 6 weeks after shipment, please contact us.
Expedited, trackable shipping via FedEx is available for custom song clients ordering via our order form and shipping to the mainland US. International orders and orders placed in our online store are unfortunately not available for expedited shipping.
Merchandise damaged in shipping may be returned for a replacement or refund. However, we are unable to cover return shipping or customs charges.
Schedule of Work
For custom songs: Two to three weeks after this agreement is signed AND SongInvention receives the first payment, you will have the opportunity to review the rough draft of melody and lyrics and asked to confirm the final instrumentation. You do not have the right to duplicate a rough draft for any purpose. Unless you request a CD be mailed to you for such purpose, you will receive a link to an mp3 file that will be posted on the SongInvention server. You will then have two weeks to review the rough draft and confirm the final instrumentation. Please note that changes to instrumentation may result in adjustments to the commission fee, which will be reflected in the final invoice, and (depending on the changes) may add to the time estimate.
The time estimate for completion begins when the rough draft is approved AND the final 50% of the commission fee (with any adjustments) is received.
If you do not approve a rough draft, you may request that we edit the song (up to two rounds of edits) or terminate this agreement; however, the initial 50% of the estimated commission fee will not be refunded in either case.
If we do not hear from you within two weeks of sending you the rough draft or you reject the song after two rounds of edits, SongInvention has the right to terminate this agreement upon written notice to you.
For scoring to film/video: SongInvention has estimated that your video scoring project will take ____ days/weeks to complete. Please note that the time estimate begins on the date SongInvention receives a picture-locked video file AND payment of the initial fee deposit. Also, subsequent changes to the video may incur an additional hourly charge, reflected in the final invoice, and (depending on the changes) may add to the time estimate. Final payment is due within five (5) business days of your receipt of the final audio file.
Please note that SongInvention can synchronize music to video only when you provide a picture-locked video. We are not able to edit video or add video to a finished song. To add your own video or slideshow to a song, see instructions under “Ownership and Copyright.”
As an add-on service, SongInvention can produce a photo slideshow with photos you provide; however, SongInvention cannot provide photography, photo editing, video shooting, video capture, video editing, or photo scanning services.
Deliverables
In most cases, the final product is a downloadable .wav or .mp3 file; however, CDs are available upon request.
SongInvention agrees to provide you with at least 30 days notice via email prior to removing the audio file of your commissioned work from SongInvention’s website. You agree to notify SongInvention of any changes in your email address. If you change your email address and do not notify SongInvention, SongInvention will not be responsible for notifying you prior to removing the audio file. SongInvention will also not be responsible for any unanticipated downtime due to server, network, or other technical issues.
Credits
SongInvention will refer to you as the song’s commissioner, in program notes and promotional material, by first name only. Upon written request, SongInvention will use your full name or leave the commissioner’s name anonymous.
You agree that SongInvention (or its publishing designee) may be listed as the music publisher for the musical composition and the record company for the master recording.
Ownership and Copyright
In the absence of a separate work for hire agreement, SongInvention owns 100% of copyright in the composition and the sound recording of the commissioned work, subject to any exceptions noted under “Permission to Use Client Contribution” below. If a separate work for hire agreement is executed, the terms of that agreement will control and supersede this agreement.
Subject to Commissioner’s rights as specified in this agreement, SongInvention shall have the sole exclusive perpetual and universal right to use, perform, adapt, arrange, rearrange, change, add to, subtract from, and dramatize the musical composition. SongInvention shall retain the right to combine the musical composition with other media, including but not limited to video and dramatic performance.
Notwithstanding the preceding paragraph, SongInvention will not re-sell or give away your commissioned work (or a work substantially similar to your commissioned work) as an original commissioned work for any other client.
Commissioner’s Rights
You shall have the right to make personal non-commercial use of the commissioned work as follows:
The right to embed a link to SongInvention’s streaming audio or video file on your website or blog post, provided that you credit SongInvention and, where practicable, link to the SongInvention website (songinvention.com);
The right to share the commissioned work on the Internet on webpages that you control (e.g., your YouTube channel or Facebook account) provided that you credit SongInvention and, where practicable, link to the SongInvention website (songinvention.com);
The right to perform the commissioned work at private venues or events (e.g., parties or gatherings at private homes, conferences with registered attendees, events with invitations, or personal digital storage services accessible to only your household).
The right to create a reasonable number of physical copies for your friends and family; and
The right to synchronize the commissioned music to a personal slide show or video that you create (not for sale).
All other uses must be approved by SongInvention in writing in advance, such approval not to be unreasonably withheld.
You agree not to edit, change speed, transpose, add audio effects, or otherwise alter the final audio in any way, excluding standard data compression and file format conversion. For example, you may save the audio file as .mp3 or AAC (or another format), but you may not time-stretch the audio file to fit a video.
Permission to Use Client Contribution:
Unless otherwise expressly agreed by the you and us in writing, you grant to SongInvention on an unlimited perpetual non-exclusive basis the royalty-free right (but not the obligation) to use any text, photos, video and/or audio recordings, or other materials provided by you (collectively, the “Client Contribution”) in or in connection with the final commissioned work. Such license includes, without limitation, the right for SongInvention and its designees, licensees, and assignees to duplicate the Client Contribution (as incorporated into the commissioned work) in any and all media whether now or hereafter known for SongInvention’s business and promotional purposes (e.g., part of sampler reel of SongInvention’s work).
In the absence of a written request to keep the commissioned work confidential, you also grant SongInvention the right to sell digital music files and CDs of the song containing the Client Contribution.
You understand and agree that the commission fee may be discounted to reflect your Client Contribution to the commissioned work. If requested by SongInvention, you agree to sign a collaboration agreement with SongInvention to clarify additional rights with respect to the commissioned work.
You represent and warrant to SongInvention that you either (1) own the copyright to the Client Contribution or (2) have a written license from the copyright holder to use the Client Contribution for the purposes described in this agreement at no cost to SongInvention. You further warrant and represent to SongInvention that no part of the Client Contribution violates or infringes upon any contractual rights, copyrights, trademarks, rights of publicity and/or rights of privacy, or the rights of any third person, company, or entity.
You agree to indemnify and hold harmless SongInvention, SongInvention’s affiliates, officers, directors, members, employees, representatives, successors and assigns from and against any and all claims, causes of action, damages, liabilities, costs and expenses (including attorneys’ fees), arising out of or in any way connected with any breach of any representation, warranty, or covenant made by you. The warranties, representations, and indemnification contained herein shall survive any termination or expiration of this agreement.
Confidential information
Your personal identifying information, including name and email address, will never be provided or sold to any third party, unless such information is required to comply with law.
Any information designated as confidential by either party will not be disclosed to any third parties (except legal and/or tax advisors) and will only be used as needed to perform this agreement. Confidential information shall not include any information that is already known by the recipient or becomes publicly known through no fault of the recipient.
Liability
If SongInvention fails to fulfill the terms of this agreement for any cause beyond their control, including but not limited to failures or faults in the manufacture or processing of materials, illness or accident, family tragedy, and/or unforeseen acts of nature, SongInvention’s sole liability will be the refund, upon demand, of any sums previously paid. You agree that you are not entitled to collection of actual damages or consequential damages.
SongInvention shall not be liable for omissions or delays due to your failure to maintain agreed-upon schedules or inaccurate information provided by you.
SongInvention will exercise all reasonable care in handling digital files, but you are advised not to provide SongInvention with the only existing copy of any digital files. In no event will SongInvention be liable for lost data or for any damages relating to the materials provided by you or the services provided by SongInvention.
Enforcement and severability
This agreement shall be deemed to have been entered into in the State of Texas and the validity, interpretation and legal effect of this Agreement shall be governed by the laws of the State of Texas applicable to contracts entered into and performed entirely within such state. The courts in the Travis County, Texas (state and federal) only will have jurisdiction of any controversies regarding this agreement and the parties hereto consent to the jurisdiction of said courts. This document constitutes the entire terms of the agreement between you and SongInvention. These written terms of agreement are not subject to any oral agreements or understandings, and they can be modified only by further written agreement signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Execution
This agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement. This agreement takes effect on the date it is signed, by physical or digital signature, by both parties. Fax copies and photocopies of this agreement shall be binding as an original document. Please contact SongInvention at kristi@songinvention.com with any questions regarding this agreement.