PLEASE READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

OVERVIEW

This Universal Terms of Service Agreement (this “Agreement”) is entered into by and between Jessica Allossery, an individual (the "Composer") and you (the “Client”), and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services.

WHEREAS the Composer is a professional songwriter;

AND WHEREAS, the Client wishes to engage the Composer to compose a composition and/or soundrecording utilizing ideas and input from the Client.

IN CONSIDERATION of the conditions contained herein, the parties hereto agree as follows:

1. Composer’s Services
Composer shall write, compose, orchestrate, arrange, conduct, perform, record, mix, and produce such original musical compositions, original musical score, and original sound recording of the same (the “Music”) as Client may require for potential performance by the Client. Composer shall perform all services as and when reasonably required by Client in connection with the Music. Composer shall render services hereunder on a non-exclusive basis commencing on such date as Client shall designate for the Work and continuing through the date that all Delivery Requirements in Paragraph 2 below have been satisfied. Composer will make reasonable efforts to complete deliverables by Client’s reasonably proposed dates.

2. Delivery Requirements
Composer shall complete the recording and mixing of the Music, and obtain Client’s final approval of same, so that Composer shall deliver the recorded Music to Client in a format acceptable by both parties on a date agreed to by the parties. Collectively, the foregoing materials shall sometimes be referred to herein as the “Delivery Materials.” Composer shall be allocated a minimum of three (3) weeks to prepare the Music. Orders for delivery less than three (3) weeks shall be subject to a rush fee to be determined between the parties.

3. Budgetary Requirements
Composer acknowledges that the amounts payable as specified in this paragraph 3 include all amounts necessary to create and deliver the Music and Delivery Materials and all amounts due to Composer to compensate for her services rendered and rights granted hereunder. Composer shall be solely responsible for all costs in excess of the amounts payable as specified herein.

Subject to Composer performing all obligations hereunder, and in full consideration for any and all services rendered by Composer and all rights granted hereunder, Composer shall be entitled to receive the fee associated with the Work as accepted and paid by you.

4. Additional Covenants of Composer
Composer agrees that it shall:

• a) Render its services hereunder to the full extent of its creative and artistic skill and technical ability;


• b) Not disclose to any party information relating to the subject matter of this Agreement or to the activities of Client with respect to the Work or otherwise;


• c) Not incur any liability or expense on Client’s account without Client’s prior written approval, and if such approval is given, Composer will provide Client with any information necessary to satisfy such obligation, including copies of any necessary agreements.

5. No Obligation to Use Music or Exploit Work
Nothing contained in this Agreement shall be deemed to require Client or its assigns to publish, perform record, reproduce or otherwise use the Music, any part thereof, or any of the proceeds of Composer’s services hereunder, whether in connection with the Work or otherwise.

6. Grant of Rights
Client agrees that Composer shall own without limitation, throughout the universe, exclusively and in perpetuity, free and clear of any and all claims, liens and encumbrances, all rights, title and interest of every kind whatsoever, whether now known or unknown, in and to all music written, composed, recorded, orchestrated, arranged or adapted by Composer in connection with the Music, the master recordings embodying the Music, and the results of the Composer’s services hereunder, without any obligation or liability to pay Client any compensation therefor except as explicitly provided herein. Without limiting the generality of the foregoing, Client acknowledges that included within the above-referenced rights and interests are (a) all worldwide copyrights, allied, and neighboring rights, in and to the Music, the compositions and sound recordings embodied within the Music, and such results and proceeds, and all renewals and extensions thereof, (b) all music publishing rights, and (c) all rights and interests of every kind now or hereafter existing under and by virtue of any common law rights. The Music has been specifically ordered or commissioned by Client for use, and the Music is a work made for hire and the Composer shall be deemed the author of all the Music for purposes of applicable copyright law. If for any reason the Composer is not deemed the author of the Music, Client hereby assigns all such results and proceeds and all rights therein (including, without limitation, all copyrights therein) to Composer irrevocably and in perpetuity.

7. Publicity
Client may use, and permit others to use, Composer’s name, likeness, and biographical material in and in connection with the Music.

8. Warranties
Each party represents and warrants that it has the right to enter into this Agreement and to grant all rights herein granted, that they have not entered into or will enter into any agreement of any kind (including, without limitation, recording agreements) which will interfere in any way with the complete performance of this Agreement by them, that all musical material delivered by them hereunder (including, without limitation, the Music and the Delivery Materials) is original with them and does not infringe upon or violate any copyright or common law or statutory right of any person, firm, or corporation.

9. Credit
Composer shall credit substantially as follows: “Produced by Jessica Allossery.” Subject to the foregoing, all other characteristics of such credit or any other credit shall be determined by Composer in its sole discretion. No casual or inadvertent failure by Client to comply with the credit requirements set forth above, nor any failure by third parties to so comply, shall constitute a breach of this Agreement by Client.

10. Notices
All notices which either party is required or may desire to serve hereunder shall be in writing and shall be served to the addresses specified herein.

11. Independent Contractor
The Composer warrants that he or she is an independent contractor and is not an employee of the Client.

12. Miscellaneous

• a) This instrument constitutes the entire agreement of the parties hereto relating to the subject matter specified herein. This Agreement can be modified or terminated only by a written instrument executed by both Composer and Client or Client’s successors and assigns.


• b) This Agreement will in all respects be governed by and interpreted, construed and enforced in accordance with the laws of the Province of Ontario. Any action arising out of or relating to this Agreement, its performance, enforcement or breach will have jurisdiction and venue in a provincial or federal court situated within the Province of Ontario; and the parties consent and submit themselves to the personal jurisdiction of said courts for all such purposes.

CHECK THE BOX to indicate your acceptance of the terms and conditions outlined above.