·      FUTURE PRODUCER TERMS AND CONDITIONS

 

• Introduction

 

• The objective is to give Mihirangi’s fans, followers and supporters the chance to support Mihirangi and her music by becoming future producers in Mihirangi’s forthcoming Album “Somebody Shake The Tree”. Fans of Mihirangi can purchase “points” in the Album in accordance with these Terms and Conditions.

 

• From this point on Vanessa Mihirangi Fleming (trading as Little Miss Fisher) will be referred to as “Mihirangi” and you, the fan, follower or supporter will be referred to as “Future Producer”. The Album (and the individual tracks embodied therein jointly and collectively) shall be now referred to as “Somebody Shake the Tree” or the “Album”.

 

• Mihirangi has issued 500 Points valued at $50 AUD (hereinafter referred to as “Point(s))”each in order to raise $25,000 (this sum shall hereafter be referred to as the “Target”) for the making of Somebody Shake The Tree. Mihirangi will be responsible for the recording, mixing, mastering, production and manufacturing of the Album and of special limited edition CD’s of Somebody Shake the Tree (hereinafter referred to as “Limited Edition CD”) will be sent to Future Producers as part of this arrangement.

 

• In addition to the Future Producer receiving the Limited Edition CD, Future Producers will also share in the Net Revenues generated by exploitation of the Album for a period of 5 years (hereinafter known as the “Term”) after its release. Income generated from the exploitation of the Album will be shared equally between Mihirangi and Future Producers subject to these Terms and Conditions.

 

• 2 Future Producers rights

 

• 2.1 Upon completing the Registration Form available at Mihirangi’s gigs (hereinafter referred to as “Gigs”) and on Mihirangi’s website www.mihirangi.com (hereinafter to be referred to as the “Website”), Future Producers will become “members” of the Website and as such will also be given free access to the Future Producers Private Forum located at URL www.mihirangi.com/forum

 

• 2.2 Future Producers will have the option to purchase a Point(s) in “Somebody Shake The Tree” (refer Track Titles & Listings on the Future Producers Private Forum) on the Website and also at Gigs. The value of each Point is $50 AUD (inclusive of GST). A Future Producer is entitled to purchase any number of Points.

 

• 2.3 The Target will have been reached when 500 Points have been sold to one or more Future Producers, meaning that the budget of $25,000 has been achieved.

 

• 2.4 When the Target is reached Mihirangi will record, produce and publicly release the Album “Somebody Shake The Tree” including all associated artwork. Each Future Producer will receive one Limited Edition CD per Point purchased.

 

• 2.5 In addition to producing the Limited Edition CD’s, Mihirangi will produce and make available for sale to the public, regular editions of “Somebody Shake The Tree” in CD format as well as make the Album (and individual tracks embodied thereon) available for sale by digital download or any other means or format at the discretion of Mihirangi.

 

• 2.6 The Net Revenues generated by the exploitation of the Album (including the individual tracks embodied therein) during the Term will be shared equally between Mihirangi and Future Producers. This means that Mihirangi will be entitled to receive fifty percent (50%) of the Net Revenues received from the sale and exploitation of the Album during the Term and Future Producers will also receive, pro rata, fifty percent (50%) of the Net Revenues. In addition to income generated sales of the Album, Net Revenues will include all revenues derived from the sale and reproduction of the Recordings, and all licensing fees received from uses including but not limited to, television, movies and commercials. This applies to direct sales by Mihirangi through the Website and income received from third party licensees and distributors.

 

• 2.7 Mihirangi will be responsible for all Administration with respect to the Album however Mihirangi will not be liable for any loss or damage caused to Future Producers as a result of undertaking the Administration. Mihirangi may assign her administration rights to any third party of her choosing.

 

• 2.8 Mihirangi may in her absolute discretion make available a certain amount of tracks off the Album available as free download on the Website.

 

• 2.9 Remunerations due to the Future Producer will be credited to the Future Producer within 90 days of the 1^st day of July in each calendar year for the preceding 12 months. An overview of all revenues earned from the exploitation of the Album will be available on the Future Producer Private Forum page from time to time. All payments made will be in Australian Dollars.

 

• 2.10 Subject to the condition that the Future Producer’s balance is more than $10, Mihirangi will deposit any amounts due to Future Producers into an account nominated by the Future Producer in accordance with the previous sub-clause. Any bank fees and charges for the deposit transactions are to be absorbed by the Future Producer and if charged to Mihirangi may be deducted from the Future Producers monies otherwise payable. The final amount payable to Future Producers may vary due to changes in bank fees and/or exchange rates.

 

• 2.11 It is hereby acknowledged by the Future Producer that the Future Producer shall be fully responsible for any and all taxes, interest and penalties arising from receipt by the Future Producer of any remuneration from Mihirangi pursuant to these Terms and Conditions.

 

• 3 Future Producer’s obligations

 

• 3.1 The Future Producer agrees to fill in the Registration Form completely and truthfully.

 

• 3.2 The Future Producer is only entitled to register on the Website when he/she has accepted these Terms and Conditions incorporating our Privacy Policy. The Future Producer warrants that he/she is authorised to enter into this Agreement and indemnifies Mihirangi against all claims of third parties resulting from the lack of such authorisation.

 

• 3.3 The Future Producer agrees to answer and to document any questions Mihirangi may have in relation to registration issues.

 

• 3.4 The Future Producer agrees to immediately pay the amount of $50 AUD Point (including GST) to Mihirangi upon purchasing any Points. Payment can be made by cheque, paypal and credit card, and/or electronic banking (as directed on the Website.)

 

• 4. Rights and obligations of Mihirangi

 

• 4.1 Mihirangi agrees to administer separately from Mihirangi’s assets any monies received from the Future Producer until the Target has been reached.

 

• 4.2 Upon the Target being reached (or not), Mihirangi is authorised to dispense and expend all monies raised from the sale of “Points” at her discretion for the purposes of making the Album. Future Producers’ agree and acknowledge that (up to) $10,000 AUD will be used by Mihirangi for the marketing and promotion of the Album and that $2,500 AUD (approx) will be used by Mihirangi for manufacturing and distribution of the Limited Edition CD. Mihirangi is also entitled to retain a handling/management fee of 10% of the Target (or part thereof). The remaining monies from the Target will be used as production budget for recording Somebody Shake The Tree and Mihirangi will utilise third party services to that end at her discretion.

 

• 4.3 In the event that the Target, is not reached, Mihirangi will not be obliged to refund any monies to Future producers nor will Future Producers be entitled to repayment of the amount that they have paid for Points. In such instance, Mihirangi retains the right to purchase “Points” herself or raise further funds as required in her absolute discretion. Upon the making of the Album, Future Producers’ rights with respect to royalties payable pursuant to clause 2.6 herein and the right to receive a Limited Edition CD will be honored.

 

• 4.4 Upon completion of the recording of the Album, Mihirangi agrees to produce 1000 units of the Limited Edition Album of which (up to) 500 will be mailed to Future Producers, and (up to) 500 distributed for publicity, media and promotional purposes.

 

• 4.5 In addition to the Limited Edition CD, Mihirangi will produce regular CD editions of the Album at her discretion. Up to 10% of all manufactured regular editions of Somebody Shake The Tree will not be for sale and will be used by Mihirangi for Promotional purposes.

 

• 5. Protection of intellectual and industrial property rights

 

• 5.1 Subject to paying Royalties pursuant to clause 2.6 herein, Mihirangi shall own free from any claim by Future Producers all rights and property in any Recordings and/or Videos made pursuant to these Terms and Conditions (including the Album) in perpetuity. Mihirangi will have the exclusive right in perpetuity, after the expiration of the Term, to continue to manufacture and sell the Album.

 

• 5.2 Future Producers agree not to infringe the intellectual and/or industrial property rights in relation to brands, trade names, trademarks, copyrights and/or neighboring rights of Mihirangi, and including those contained on the Website, and not to distribute, modify, reproduce or use in another way the brands, trade names, trademarks, designs and other protected objects otherwise the property of Mihirangi.

 

• 6. Termination of the Agreement

 

• 6.1 Mihirangi may terminate this Agreement without notice or warning in case the Future Producer has not truthfully filled in the Registration Form, and the Future Producer is in default despite of that certain warning and does not remedy the fault within an appropriate period of time after being notified to do so.

 

• 6.2 Future Producer shall refrain from writing and/or composing texts in the Future Producers Private Forum containing racist, violent, harassing, insulting, incorrect, discriminatory, hurtful or otherwise wrongful or unlawful content. In the event that the Future Producer violates the obligations pursuant to this paragraph, Mihirangi is reasonably entitled to refuse the Future Producer access to the Future Producers Private Forum without prejudice to Mihirangi’s further rights at law.

 

• 6.3 Future Producers have to keep their nominated account active to receive their royalt y payments.

 

• 7. Liability / exemption from liability

 

• In addition to the general indemnification granted elsewhere by the Future Producer to Mihirangi, the Future Producer hereby agrees to indemnify and hold Mihirangi, her officers, employees and agents, harmless from any demands, loss, liability claims or expenses (including legal fees), made against Mihirangi by any third party due to, or arising out of or in connection with Future Producers uses of the Future Producers Private Forum or the use of the Website.

 

• Future Producers hereby indemnify Mihirangi against any loss or damage suffered in the event that any content or information provided on the Website is incorrect or in any way misleading.

 

• Future Producers hereby indemnify Mihirangi against any loss or damage suffered in the event that any aspect of the Website does not function as intended for any reason beyond the reasonable control of Mihirangi and particularly in connection with: service interruptions caused by an internet service provider; an internet connection; any fault or deficiency in computer hardware or software; any fault or deficiency in audio/visual hardware.

 

• Mihirangi, her agents, servants and representatives, do not guarantee the full or partial repayment of any monies spent by Future Producers on the purchasing of “Points” nor do they warrant in any way as to the level of sales the Album may achieve or the level of Net Receipts which may be derived therefrom.

 

• 8. REGISTRATION AND PRIVACY

 

• Future Producers agree to any registration information (including personal information) they have entered being stored in the Website database.  While this information will not be disclosed to any third party without the prior written consent of the Future Producers, Mihirangi shall not be held responsible for any “hacking” attempt that may lead to the data being compromised.

 

• Privacy Statement:

 

• Mihirangi is committed to protecting Future Producers’ privacy, and will not use any information which it collects in the course of, or in relation to, Future Producers otherwise than as disclosed herein or on the Website. Mihirangi will use her best efforts ensure that any personal information of Future Producers will not be disclosed to other institutions and authorities except if required by law or other regulation.

 

·      9. CONFIDENTIAL INFORMATION

 

• 9.1 All information (whether written or oral) and materials disclosed or provided by Mihirangi to the Future Producer pursuant to this Agreement shall be deemed “Confidential Information”.

 

• Except as otherwise provided in this Agreement, the Future Producer must keep the Confidential Information confidential.

 

• 9.3 Except as otherwise provided in this Agreement, the Confidential Information will remain the exclusive property of Mihirangi and will only be used by the Future Producer with the express written permission of Mihirangi. The Future Producer will not use the Confidential Information for any purpose which might be directly or indirectly detrimental to Mihirangi.

 

• 10. Written form, applicable law and jurisdiction

 

• 10.1 All the declarations transmitted in connection with the use of the Website must be made in writing, this may be done by e-mail.

 

• 10.2. The provisions of these Terms & Conditions, as well as any disputes connected with or ensuing from this Agreement, shall be governed by the laws of Queensland, Australia.

 

• 10.3. Any disputes ensuing from or connected with the provisions of these Terms & Conditions shall be submitted to the exclusive jurisdiction of that certain competent court in Queensland, Australia.

 

• 11. Definitions
• The terms listed below will have the following meaning:
• Agreement and Registration: The moment in which the user confirms his/her acceptance of the terms and conditions and registers formally for the Mihirangi Future Producer program by filling in the Registration Form.

 

 

• Administration: the administration by Mihirangi, or third parties administration on behalf of Mihirangi, with regard to the exploitation of the Album and all income arising from Exploitation of the Album, directly through the Mihirangi Future Producer program and the Mihirangi website.

 

• Future Producers Private Forum: An on-line Forum that is only accessible by Registered Future Producers via Mihirangi’s website and is only accessible with that certain password and login. The Forum will be used to include Demos, Artwork and ideas provided my Mihirangi for Future Producers to discuss and vote on for the Album Somebody Shake The Tree and can be used to make comments and send personal messages.

 

• Net Revenues: the gross income actually received by Mihirangi in Australia from the commercial exploitation of the Album and any associated Videos during the Term less the direct costs and expenses which Mihirangi has incurred in earning such income, including but not limited to recording costs, the costs associated with marketing and promotion of the Album, any “singles” deriving from the Album and Video Devices, manufacturing and distributing costs, payments to third party licensees and distributors, payments to collection societies (including mechanical royalties), government duties and taxes.
• Recordings: any sound recording in any format now or hereafter known made for the purpose of or suitable for the production and/or distribution and/or making available to the public of the Album by Mihirangi entitled “Somebody Shake the Tree” and the individual tracks thereon.

 

• “Video” means a cinematograph film made initially to promote and market the Master Recordings made under this Agreement.