Jairus Cambe

Terms of Agreement

1. Client's Obligations
   1. The client agrees to indemnify and keep indemnified and defend at its own expense the producer, Jairus Cambe, against all costs, claims, damages or expenses incurred by Jairus Cambe or for which Jairus Cambe may become liable due to any failure by the client or its associates or agents to comply with any of its obligations under this clause 6.2.3.
2. Payment
   1. After agreeing on a commission and a base rate, music production will begin upon receiving the initial deposit from the client. The initial deposit will be 50% of the base rate. Upon completion of the song it will be delivered in its high quality digital format after the remaining balance is received.
      • (.WAV) | 96kHz | 24-Bit
3. Drafts
   1. Drafts will be delivered after 7-10 business days. Production will resume upon client's reception and feedback of the current draft. If the client insists on a more lax timeframe, then this allows for any amount of time for drafts to be sent, unless further specified by the client.
   2. If the producer, Jairus Cambe, fails to provide updates regarding the commission within 10 business days, then the remaining base rate will apply a reduction penalty to the producer, Jairus Cambe, by 1.5% per day thereafter, maxing out at 15%. e.g.
      • 11th day = 1.5% off remaining base rate.
      • 12th day = 3.0% off remaining base rate.
      • 13th day = 4.5% off remaining base rate.
   3. Clients are expected to respond on a best-efforts-basis regarding drafts. If the client fails to provide feedback for the current draft, then a maximum of 30 days is given before the producer, Jairus Cambe, terminates the client and discontinues their commission. Additionally, a client's irresponsiveness to drafts will not incur the reduction penalty to the producer, Jairus Cambe.
4. Termination
   1. The agreement between the client and the producer, Jairus Cambe, may be terminated by either party at any time.
   2. Jairus Cambe reserves the right to discontinue production based on potential iniquity from the client. Iniquity from the client shall be defined as any form of malpractice, by the client, that disregards the wellbeing of the music producer, Jairus Cambe, and their practice.
   3. Upon termination, Jairus Cambe will maintain full rights to any music they produced for the client during the agreement. The music may not be used without written consent from Jairus Cambe.
5. Refund Policy
   1. Payments can be refunded at 50% of the current total if terminated by Jairus Cambe for reasons other than iniquity from the client.
   2. Payments are non-refundable in the case that the client wants to discontinue the current commission, or terminated by Jairus Cambe in the case of iniquity from the client, or due to irresponsiveness from the clien as specified in clause 3.3.
6. Licensing & Copyright
   1. License Grant
      1. The client is granted a sync license to use the commissioned music in their streams and content without copyright claims, however Jairus Cambe retains full rights and ownership of the produced music.
   2. Copyright
      1. The music producer, Jairus Cambe, retains all rights to the original music, remixes, and arrangements produced, including the right to upload the finished work(s) to his own websites/portfolios, commercially or non-commercially, for the purpose of showcasing his work as well as releasing music.
      2. Arranged or remixed music produced by Jairus Cambe, but distributed under any other name or brand not associated with Jairus Cambe, is a breach of the terms of agreements and is thus subject to litigation against the client.
      3. Cover Music Reproductions, Remixes, and Arrangements must have their appropriate licenses taken care of if looking to distribute on any audio and video streaming platforms. It is not the responsibility of the producer, Jairus Cambe, to acquire these and thereby he is not held liable due to any failure by the client or its associates or agents in acquiring those.
   3. Allowed Use
      1. The commissioned piece may be used as a backing track to the client's content, but may not be distributed separate from that client's content.
      2. Content will hereby be defined as: “Any and all social media videos, audio clips, illustrations, photos, images, etc. pertaining to the client's brand, both digitally and physically.”
      3. The client must credit Jairus Cambe with a link to his website and social media (e.g. Twitter, YouTube, Twitch, etc.) in a blatantly visible manner. Refusing to do this is a breach of contract leading to litigation as well as having the music originally allowed for use become copyright claimed. Jairus Cambe reserves the right to blacklist violators of this clause.
      4. If the client desires to distribute the work to music services (such as Spotify, Apple Music, YouTube, etc.), they must consult with Jairus Cambe.
   4. Prohibited Use
      1. The client will not use or share any audio previews sent by Jairus Cambe until the commission is complete. The final will be different from any drafts shared and all work-in-progress audio formats are shared in a lossy, low-quality format.
      2. The client will not separate or individually use the commissioned piece in any commercial format—including but not limited to distributing to music streaming platforms, uploading an audio visualizer, uploading to any platform—other than its permitted use as a backing track.
      3. The client is the only individual who is granted the sync license. No other person has permission to use the commissioned piece in any commercial or non-commercial format, unless it is involving you, your content, your brand, or you have given permission for your associates, partners, or agents to use in transformative content.
      4. Transformative content will hereby be defined as: “Content that transforms previous versions by significantly adding artistic value to it through new, refreshing, and unique artistic concepts, and does not substitute for the original work.”
      5. The client may not use the work without crediting Jairus Cambe, claim the work as their own or another person's, redistribute or sell in any form, or reformat it into non-fungible tokens.
      6. Any fraudulent chargebacks will result in immediate discontinuation of production, blacklisting, and litigation.