PyleDriver wrote:
I have the Gem plus 900 songs being shipped to us now.
Jon
PyleDriver wrote:
The one that gets me Lonnie is the change of venue to NC. Nobody in their right mind should sign off on that...
Jon
If you have a gem set being shipped to you now you have already signed off on that, amongst other things:
Quote:
Regardless of your present situation (whether you
are in a lawsuit with Sound Choice or trying to avoid one by the legal purchase of a set of discs or just
starting in business) you will be making a substantial investment in your business by the licensing of these
Tracks.
Yes you agreed your purchase has nothing to do with music unless you are just starting.
Considering you are signing a contract with a company that makes it’s living on technicalities (media shifting has never been declared illegal by any court and there is no law on the books addressing it), doesn’t it make sense to pay attention to the technicalities in the contract you are signing?
Here are a few:
In the definitions section the Gem set is never defined. Yet they do define “original media”
Quote:
The terms “Original Medium” and “Original Media” refer to one or more Media originally
produced by us or at our direction and containing one or more Tracks.
Doesn’t that sound like it could include your foundations set or any other soundchoice disc you own?
Quote:
The term “Content,” particularly including the “Content” of an Original Medium, refers to the
Tracks and any other material stored on that Original Medium.
Quote:
The term “including” means “including without limitation” or “including but not limited to.”
Quote:
The terms “Medium” and “Media” (used alone) refer to any mechanism for storing digital files of
any type, including hard drives, thumb drives, solid-state media, compact discs (CDs), digital
versatile discs (DVDs), portable digital music players, other mechanisms not yet invented, and
the like.
Quote:
You acknowledge and agree that the ownership of all Media, including all right, title,
and interest therein, belongs to Sound Choice and will remain with Sound Choice throughout the term
of this Agreement. You also acknowledge that all rights in the Media and the Content not specifically
granted to you by operation of law or expressly granted through this Agreement are reserved to Sound
Choice
Technically speaking of course, if you pay attention to the agreed definitions in the contract, doesn’t that sound like soundchoice now owns your library and your equipment too? Not that they would ever exercise the rights you have given them, because you would never give them reason to.
Quote:
You may NOT transfer possession of the
Original Media or Non-Original Medium to any third party unless (i) you have OUR written
permission to do so, or (ii) you complete and return a “Certificate for Conveyance of Sound
Choice Licensed Media”, which can be obtained from us and insure that the third party
executes the then-current version of this Agreement with Sound Choice as a condition of the
transfer
With the agreed definitions, doesn’t that mean you can’t sell your SC8125 on ebay without permission from soundchoice and the buyer would have to sign the agreement too?
Quote:
CONSENT TO AUDIT. You consent to an audit to confirm your compliance with the terms of
this Agreement, on one week’s notice, on your property at reasonable times. You will comply in
all reasonable respects with such audits, making available for a physical and electronic
inspection your equipment, files, external drives and accounting records relating to karaoke
entertainment activities. You agree that the audit coverage extends to any Sound Choice®-
branded karaoke track in your possession. We agree that we will not audit you more than once
per calendar year.
I suspect that means they get to look at all of your files, and scour your hard drive for deletions (all drives), and peek into your financials once a year when ever they feel like it.
Quote:
This Agreement, including Appendix A, constitutes the
entire agreement between the parties on the subject matter to which it relates, and this Agreement
may not be modified except (a) by a writing signed by both parties, or (b) by our written notice to you of
a change in terms coupled with your failure to refuse the change in terms within 90 days after that
notice was given, or (c) as to any non-accepted change in terms under part (b) above, automatically
upon renewal of this Agreement as provided in paragraph 7(a) above. Any part of this Agreement that
is found by a court of competent jurisdiction to be unenforceable shall be severed herefrom and the
remaining terms enforced to the greatest extent possible.
The wording is complicated, but in it’s strictest meaning, it appears to say that soundchoice is allowed to modify your contract with them by simply giving you 90 days notice. I wonder what kind of modifications they are thinking of that they couldn't just put in the original contract?
But who cares? These are just minor technicalities that would be quickly and easily resolved in court. But court is what you’re trying to avoid? Don’t worry it comes with a vaction:
Quote:
FORUM SELECTION AND CHOICE OF LAWS. The parties agree to the jurisdiction of the state and
federal courts sitting in Mecklenburg County, North Carolina, over any dispute arising under this
Agreement or involving your infringement of Sound Choice’s copyrights and/or trademarks, waiving all
objections to personal jurisdiction and venue therein. The parties further agree that the substantive
laws of the State of North Carolina shall apply to such disputes, without resort to the conflicts of laws
provisions thereof. The choice of forum and choice of laws provisions hereunder are bargained-for
terms of this Agreement.
But there’s no chance that would happen. After all, you paid for the music, you’ve been a good customer, why would they ever want to come after you for more money?
Besides, you won’t ever put yourself in the position to be in breach of this contract:
Quote:
You will not take any action in connection with the Content that
violates any law, regulation or statute in an applicable jurisdiction, and you will not take any
action in connection with the Content that violates or infringes the intellectual property or other
rights of any person or entity, including, without limitation, the moral rights of the creator of the
Content and the rights of any person who, or any person whose property, appears in the
Content.
Don’t let your singers be seen changing the words to a song.
Quote:
you will be
provided with a Licensee Identification Sticker that contains a serial number associated with the
Original Media. If you shift the Content to a Non-Original Medium, you must apply this sticker to
the exterior of the Non-Original Medium in such a manner as to make it easily visible when the
Non-Original Medium is in ordinary use.
Check your sticker everyday to make sure it hasn’t fallen off or can’t be seen.
Quote:
This covenant does not apply (1) if you are in breach of this Agreement; or (2) if you or any entity under
your control or under common control with you (whether direct or indirect) is a defendant in a currently
pending lawsuit in which we or a related company is a plaintiff,
Don’t associate in any way with anyone who might get sued by anyone.
Quote:
You have been granted a limited, non-exclusive royalty-free
license to use the Marks. Your use of the Marks shall be confined to (a) the display of the Marks in
connection with your providing live karaoke entertainment services to third parties, only as part of the
display of the synchronized graphical portion of the Content, and (b) the truthful identification of
karaoke tracks as being SOUND CHOICE® tracks in an accompanying song listing, whether in printed
or electronic format. You agree that you will not modify the manner in which the Marks are
electronically displayed as part of your live karaoke entertainment services; that you will not apply the
Marks to any track to which it has not already been applied or to the listing of any track that did not
originate with US; that you will not disparage, mutilate, or otherwise modify the Marks in any public
place; that you will not use the Marks in any advertising except as part of song listings; that you will not
undertake any action that brings the Marks or US into disrepute;
Especially, don’t use their marks in a forum signature without special written permission that you can produce in North Carolina.
There are many ways to be in breach of this contract. All it takes is a desire to show you are in breach for whatever currently unknown reason.
Yes this all seems very silly, hardly worth thinking about…. unless you see it on youtube.
People are sued and forced into settlements and things they otherwise would not do based on minor technicalities all of the time. Isn’t it worth reading the contracts you sign especially when you are signing one with somebody who makes a living on suits over technicalities?
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