Live Music and Performance Terms

_{Rev. January 12, 2024}

1. 1. Introduction. These Music Terms (“Terms”) constitute the agreement between you and Rocale, LLC d/b/a Meier’s Creek Brewing Company (“our,” “us,” or “we”) with respect to your playing or performance of music at our Venues (defined below). By booking or using any Venue to perform or play any music-related work, you (defined below) hereby agree to be bound by these Terms as set forth below.
   2. Definitions. The following terms, as used herein, will have the following meanings:“Activities” means your performance, playing, reproduction, distribution or modification of any music-related work (whether prerecorded or performed live) at any Venue.“Band” means the Signer and any other people or entities engaged or associated with the Signer for purposes of composing, creating, producing, performing or distributing music-related works or conducting any business related to such activities, including any music band, group, partnership, company, corporation, business or other organization.

      “Content” means: (a) all band titles, personal names, trademarks, artist biographies, personal information, text, photos, images, videos and other works that you provide to us in connection with any Activities; and (b) all photos, images and videos that we capture, record or create by photographing or recording you during any Activity at any Venue.

      “Signer” means the individual who clicks the “accept” or “agree” selector accompanying these Terms.

      “You” or “your” means the Signer and any Band, jointly and severally.

      “Venues” means all facilities and venues (brick-and-mortar and online) that are owned, leased, managed or controlled by us or our affiliates, including our brewing facilities, taprooms and restaurants.

   3. Clearance of Third Party Copyrights. Before you conduct any Activities involving any music-related work, you will investigate and confirm the clearance of such work by completing one of the following steps:
      (a) confirming that such work is listed within the repertoire of Broadcast Music, Inc., which is accessible at https://www.bmi.com/ or ASCAP, which is available at https://www.ascap.com; or(b) with respect to each element of such work in which there are enforceable copyrights, confirming that you either own such copyrights or have a valid, written license, granted by a third party, to exercise such copyrights for purposes of the Activities.
   4. License to Content. You hereby authorize us to: (a) publish all Content that you provide to us, including all personal information therein; and (b) generate, capture and collect Content by photographing and recording you during any Activity at any Venue. Furthermore, you hereby grant to us, a worldwide, perpetual, irrevocable, royalty-free, sublicensable, assignable, non-exclusive license, under your rights of publicity, privacy rights, trademark rights, copyrights and other intellectual property rights (including moral rights and attribution rights), to reproduce, display and publish the Content on the communication channels of us and our affiliates and service providers in connection with any past or future Activities, including websites, social media platforms, web portals, mobile app platforms, television and radio, whether in digital or paper form. You hereby waive any and all of your rights to inspect or approve the finished or edited versions of any Content, and you hereby waive any and all of your rights to royalties or other compensation in connection any Content.
   5. Warranties. The Signer hereby represents and warrants that the Signer has the right, power and authority to agree to these Terms on behalf of any Band and to effectively bind the Band to the obligations under these Terms. You hereby represent, warrant and covenant that you will not perform, play, reproduce, distribute or modify any third party’s work (including musical composition, lyrics, writings, song name or other work) at any Venue unless you have completed the clearance of such work in accordance with Section 3.
   6. Miscellaneous. OUR AND OUR AFFILIATES’ MAXIMUM LIABILITY RELATED TO THESE TERMS OR OTHERWISE ARISING FROM THE ACTIVITIES WILL BE LIMITED TO THE TOTAL AMOUNT OF FEES THAT WE HAVE PAID TO YOU (OR HAVE AGREED IN WRITING TO PAY TO YOU) IN CONSIDERATION FOR YOUR PERFORMANCE OF MUSICAL ENTERTAINMENT SERVICES AT ANY VENUE. You hereby release, waive, discharge, covenant not to sue, defend, indemnify and hold harmless us and our affiliates, employees and agents from and against any and all losses, claims, lawsuits, expenses, liabilities and damages, including reasonable legal expenses, costs and attorneys’ fees, arising from or relating to: (a) your breach of these Terms; (b) any infringement or violation of any third party copyrights, other rights or applicable law based on any act or omission by you or any of your agents, employees, contractors, partners, band members, affiliates or associates; or (c) any negligence or intentional wrongdoing by you or any of your agents, employees, contractors, partners, band members, affiliates or associates. In these Terms, the word “including” means “including, without limitation,” and the word “includes” means “includes, without limitation.” In the performance of these Terms, the parties will at all times act as and be deemed to be independent contractors. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, or becomes invalid or unenforceable by operation of law, the remainder of these Terms will continue in full force and effect. Neither party’s delay or failure in enforcing any right or remedy afforded under these Terms or by law will prejudice or operate to waive that right or remedy or any other available right or remedy. Changes or modifications to these Terms, and the waiver of any provision of these Terms, may be made only in writing by both parties, subject to Section 7. These Terms will be governed by and construed and interpreted in accordance with the laws of the State of New York, excluding its conflict of law rules. The state and federal courts located in Onondaga County, New York will have sole and exclusive jurisdiction to hear and determine any dispute, controversy, claim, lawsuit or other legal action related to these Terms or any Activities (each, an “Action”). If any judicial proceeding (including lawsuit, appeal of court decision, appellate process and post-judgment proceeding) occurs in relation to any Action, the prevailing party will have the right to recover from the non-prevailing party, all expenses (including all fees, costs, court costs, reasonable attorney fees, and expert witness fees) incurred by the prevailing party in connection with such Action. The non-prevailing party hereby agrees and consents that the court will award such expenses to the prevailing party. These Terms constitute the entire agreement between the parties and supersede all other agreements, either verbal or written, between the parties with respect to the subject matter hereof. All provisions of these Terms intended by the parties to survive the completion of the Activities will so survive, including Sections 4 through 7.
   7. Updates. We may periodically post an updated version of these Terms on this page, and your performance of any Activities after such posting will be deemed your acceptance of and agreement to such updated version.

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