GENERAL TERMS AND CONDITIONS:
1. Licenses. Customer hereby grants SoulTracks (“ST”) a non-exclusive, worldwide, royalty-free license, to use, reproduce, and distribute on-line, Customer's name, logo, trademarks, and service marks, as well as related content and materials provided by Customer to ST, including associated music ("Licensed Content and Materials"), in connection with the advertisement on soultracks.com website, as specified in this Agreement. To the extent that the promotion includes streaming and/or downloads of music, Customer agrees to provide all licenses and to obtain all waivers necessary for SoulTracks to stream and/or allow downloads of such music, including without limitation the recordings and the underlying compositions. Nothing in this Agreement shall be construed to grant Customer a license to use, reproduce, or distribute any work created by ST in connection with this Agreement, or any work derived therefrom ("ST Work"). Any such use, reproduction, or distribution of ST Work shall be governed under a separate contract between Customer and ST. Any ST Work shall not be reproduced or distributed absent such separate contract signed by an officer of ST. ST Work may include original works in any area, including, without limitation, written or textual content, photography, graphic arts, and information gathering.
2. Warranties and Indemnification. Customer warrants that it has the right to grant the aforementioned license regarding the Licensed Content and Materials. Customer shall defend, indemnify, and hold ST, its owners, employees, agents and subcontractors, harmless against all expenses, claims, liabilities, losses, damages, costs (including without limitation litigation costs and counsel fees) and settlement expenses for injury, damage or loss of any kind allegedly or actually resulting from or arising out of the publication or use of the Licensed Content and Materials or any other content provided by Customer under this Agreement. Such claims shall include without limitation any claim that the Licensed Content and Materials or any other content provided by Customer to ST under this Agreement infringe or violate any proprietary right (including without limitation patent, copyright, trademark, service mark, or trade secret) or that such content constitutes or contributed to libel, slander, defamation, unfair business practice, unfair advertising, any other violation of 15 U.S.C. 1125 or any other commercial tort. These obligations to indemnify, defend, and hold harmless shall survive the termination of this Agreement. ST shall retain the option to defend against any such claim and to control any litigation or other proceedings as to which it may be a party all at the cost of Customer.
3. Cancellation and Changes. Any customer cancellations received after this date will be subject to a cancellation fee of the full amount due hereunder.
4. Miscellaneous. The rights and remedies herein reserved to ST are cumulative and in addition to any other or further rights and remedies available at law or in equity. No waiver of any breach of any provision of this Agreement will constitute a waiver of any other breach or a waiver of such provision. This Agreement shall be construed according to the laws of the State of Michigan, with the exception of its choice of law principles, and as if fully performed thereunder. The Federal District Court for the Eastern District of Michigan and the Circuit Court of Washtenaw County shall have exclusive jurisdiction to adjudicate any dispute arising hereunder. This Agreement may not be assigned by Customer without ST's written consent. This Agreement, including these General Terms and Conditions, any ST specifications and any additional agreements, terms and conditions incorporated by reference or attached hereto, constitutes the sole and entire agreement between the parties. ST terms and conditions are the only basis by which ST offers to provide advertising, unless otherwise stated in writing on the face hereof. Customer's terms and conditions shall be of no effect except to the extent that they are consistent with these General Terms and Conditions. Neither this Agreement, nor any amendment thereto, shall be valid unless signed by ST.
5. Liability Limitations. ST's liability for any claim arising in any manner for any reason whatsoever, including without limitation from the performance of ST or its owners, employees, agents, managers, or shareholders hereunder, shall be limited to the amounts paid by Customer. No indirect, consequential, incidental, or special damages, or damages representing lost profits, shall be recoverable from ST hereunder.