The Midnight Remix Agreement

As of February 28th 2021, for good and valuable consideration, The Midnight Music, LLC (“The Midnight”) and the signatory indicated below (“Remixer”) hereby agree to the following with respect to the remixing of certain master recordings owned and/or controlled by The Midnight.

Remix: The Midnight shall make audio stems (“Stems”) available to the sound recordings entitled contained in their album ‘Monsters' (collectively, “The Masters”) for Remixer to download for the sole purpose of creating remixes (each a “Remix” or “Remixed Recording”) at Remixer’s sole cost and discretion for this competition.

1. Release: Remixer shall deliver the Remixes to The Midnight by February 28th 2021, by way of submission via The Midnight, in its sole discretion, shall consider all uploaded Remixes for gratis streaming through YouTube, Soundcloud, or other digital audio or audiovisual platforms or websites. The Midnight maintain the sole right to monetize any uploaded Remixes via online channels. Remixer agrees that it will not be paid for any monetized or non-monetised uses of the Remixes, unless exploited as part of (3.) below.

2. Credit: Remixer shall be credited as Remixer indicated in the title of the work as uploaded by Remixer (“Master Name (XX Remix)”) to the extent reasonably possible based in part on metadata, size, platform, and/or any legal limitations. Remixer hereby grants to The Midnight the perpetual and unrestricted right to use their submitted name, likeness, and any other identifier submitted by Remixer in connection with the Remixes.

3. Win: The Midnight may choose one (1) or more remix submitted from all participants, as determined by audience feedback and The Midnight’s sole discretion, for commercial exploitation in any format or media either now known or later developed. In such an event, The Midnight shall grant to Remixer a twenty percent (20%) share of the Remixer-created version of the song (i.e., the publishing of the new work), plus a $500 buyout of the selected Remixed Recording as full and final consideration. If selected, Remixer agrees to complete and sign in good faith any documents required by The Midnight, including but not limited to grant agreements and tax documents, to effect the foregoing.

4. Rights: The Midnight shall own all copyrights in and to the Remixed Recordings as “works made for hire” to the fullest extent permitted by law and to the extent Remixer retains any rights in the Remixed Recordings. Remixer hereby assigns all such rights to The Midnight. Remixer waives all moral rights they may have to the Remixed song or Recording. No rights are granted hereunder to the original Masters, the Stems, or the original songs underlying the Masters or Stems, which rights are expressly reserved by The Midnight or its affiliates.

5. Representations: Remixer agrees that the Remix will be 100% original with Remixer, and that Remixer will not add any material that Remixer did not create or does not control. Remixer further agrees not to transfer, upload, distribute, reproduce, or otherwise disseminate the Stems or Remixes to any person or for any purpose. Remixer agrees to defend and indemnify The Midnight against any and all injury, costs, damages or the like (including attorney’s fees and court costs) as a result of Remixer’s breach of the terms of this section and Agreement.

6. Other Stuff: This agreement is made under the laws of the State of California, and contains the entire understanding of the parties. Remixer agrees that Remixer has had the opportunity to have independent counsel of Remixer’s choice review this Agreement, and acknowledges that Remixer fully understands the terms of this Agreement and its effect. This Agreement may be signed in digital counterparts. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured or drafted such provision.

By providing your name, email and submitting; this shall serve as your digital signature, and your agreement to the above. Stems shall be provided upon submission.