1. Acceptance of Terms and Conditions. The services provided by Jamie Floyd
d/b/a Song Therapy (“Song Therapy”) are subject to the following terms and conditions. Song Therapy reserves the right to update these terms and conditions at any time. You (“Applicant”) hereby expressly agree to the terms and conditions set forth herein as part of the application process. Song Therapy and Applicant are each a party and collectively the parties.
2. Scope of Services. Song Therapy will provide consultation services with regard
to Applicant’s submitted musical work(s). Song Therapy and Applicant understand and agree that this consultation is limited to the scope of services agreed upon during the application process. For the avoidance of doubt, Song Therapy is not furnishing the services of Jamie Floyd as a co-writer, producer, collaborator, feature artist, side artist, or any other service outside the scope of Song Therapy’s consulting services.
3. Term and Territory. These terms and conditions cover the universe and shall
remain in full force and effect in perpetuity or until both Song Therapy and Applicant agree in writing to terminate.
4. No Partnership. Song Therapy and Applicant expressly understand and agree
that they are not partners or joint venturers with each other and nothing herein shall be construed as creating any partnership or joint venture between them.
5. No Rights of Publicity. Applicant understands and agrees that it is not acquiring
any rights of publicity to Song Therapy or Jamie Floyd. However, Applicant’s reference to the consulting services offered by Song Therapy or Applicant’s participation therein, will not violate the terms hereof.
6. Intellectual Property Rights. No intellectual property rights shall transfer as a
result of either the parties working relationship or these terms and conditions. This includes any materials submitted to Song Therapy for consideration and any intellectual property belonging to Song Therapy at any time prior to, during, or after the relationship with Applicant ends. Song Therapy will not be entitled to any part of the proceeds from any work submitted to Song Therapy pursuant to the application or any resulting work between Song Therapy and Applicant.
7. Confidentiality.Song Therapy and Applicant expressly agree that each shall
treat as confidential all information provided during the course of the application process and any resulting consultation. All confidential information provided by either party shall be used solely for the purposes of rendering services pursuant to this Agreement and, except as may be required in carrying out the terms of this Agreement, shall not be disclosed to any third party without the prior written consent of such providing party. The foregoing shall not be applicable to any information that is publicly available when provided or which thereafter becomes publicly available, or which is required to be disclosed by any regulatory authority in the lawful and appropriate exercise of its jurisdiction over a party, any auditor of the parties hereto, by judicial or administrative process or otherwise by applicable law or regulation.
8. Representations, Warranties, and Indemnification.
Applicant and Song Therapy both represent and warrant as follows:
a. Each party has the right and power to enter into a working relationship with the
other and make any representations and warranties contained herein;
b. No materials, ideas, musical compositions, arrangements or other properties
furnished by either party in the course of their working relationship which will
violate or infringe upon the rights of any person, firm or entity;
c. Each party hereby indemnifies, defends, saves, and holds the other from any and
all damages, liabilities, costs, and expenses (including reasonable, customary and
documented out-of-pocket attorneys’ fees incurred) arising out of or connected
with any breach of any of the warranties, representations, or covenants made by
either. In the event of the assertion of any claim against ether party by a third
party which is inconsistent with any of the warranties, representations, covenants
or agreements made the other party, such party shall promptly serve notice of
such claim upon the other.
9. Notice. Any notice shall be in writing and sent via email to the email address of
the other party. Notices shall be deemed effective when sent. Courtesy copies of any notices to Song Therapy shall be sent to Michael A. Ransom, Esq. at email@example.com.
10. Merger. These terms and conditions set forth the entire agreement between the
parties with respect to the subject matter hereof. All prior or contemporaneous written or oral agreements are merged into these terms and conditions.
11. Governing Law. The validity, construction, interpretation, and legal effect of
this agreement shall be governed by the substantive laws of the State of Tennessee without regard to or for conflict of laws principles, and the applicable state and federal courts located in Davidson County, Tennessee shall have exclusive jurisdiction of any controversy between the
12. Legal Representation. Each party has had the unrestricted opportunity to be
represented by independent legal counsel of each party’s respective choice for purposes of advising in connection with the execution of these terms and conditions and has either done so or expressly declined to do so.
13. Severability. Each provision of this agreement is severable and the invalidation
of one provision will not affect the validity of those which remain.
14. Headings and Subheadings. The headings and subheadings in this Agreement
are only to be used for clarification and direction and are in no way to be viewed as part of the