Pay What You Want Online - Terms of Agreement
Pay What You Want Online provides a centralized location where artists may submit
their material (the "Masters") for evaluation. Properly submitted Masters will be
included in the Pay What You Want Online music library, subject to these terms,
conditions, and notices (these "Terms"). Your use of Pay What You Want Online (the
"Service") is based on your acceptance, without modification, of these Terms.
We reserve the right, in our sole discretion, to modify these Terms and any Service
fees, at any time, effective upon the date we post a new set of Terms on the Service
site. Your continued use of the Service constitutes your binding acceptance of these
Terms, including any changes or modifications that we may make. If any part of these
Terms or any future change to these Terms is not acceptable to you, you may request
that we remove your Masters from our live sites by notifying us immediately.
We also reserve the right, in our sole discretion, to restrict, suspend, or terminate
your access to all parts or any part of the Service at any time for any reason without
prior notice or liability. We may change, suspend, or discontinue all aspects or
any aspect of the Service at any time, including the availability of any Service
feature, database, or content, without prior notice or liability. We reserve the
right to remove any Masters that you submit to the Service for any reason without
prior notice to you and without liability to us.
If we discover that you have manipulated the data or statistics for certain Masters,
we reserve the right to remove the product from the Pay What You Want Online music
library and from Pay What You Want Online.
Our goal is to ensure timely processing services; however, we do not guarantee that
your submission will be processed within the expected time frames associated with
any Pay What You Want Online music program. We will not have any liability to you
as a result of service outages that are caused by our maintenance on the servers
or the technology that underlies the Service, failures of our service providers
(including telecommunications, hosting, and power providers), computer viruses,
natural disasters, or other destruction to or damage of our facilities, an act of
God, war, civil disturbance, or other cause beyond our reasonable control.
Submission Requirements
Submitting Masters to the Service does not guarantee that we will include them in
our music library or place them on Pay What You Want Online. For this reason, it
is important that you become familiar with the Submission Requirements we have developed
to assist artists during the submission process.
Your content
By submitting Masters to the Service, you represent and warrant that:
• Pay What You Want Online, our customers, and our licensees shall not be required
to make any payments with respect to any Masters, including but not limited to any
uncleared samples, that you submit to our sites under these Terms, including but
not limited to payments to you, third parties, music publishers, mechanical rights
agents, performance rights societies, persons who contributed to or appear in your
Masters, your licensors, unions, or guilds;
• you have full right and power to enter into and perform under these Terms, and
have secured all third-party consents, licenses, and permissions necessary to enter
into and perform under these Terms;
• the Masters that you submit to our sites does not contain "samples" of any third
party’s sound recording or musical composition and will not infringe on any third
party’s copyright, patent, trademark, trade secret, or other proprietary right,
rights of publicity or privacy, or moral rights;
• the Masters that you submit is not and will not violate any law, statute, ordinance,
or regulation; and
• the Masters that you submit is not and will not be defamatory, trade libelous,
pornographic, or obscene. By submitting sound recordings or musical compositions
or other audio and/or audio-visual content to us, you grant us and our business
partners a worldwide, nonexclusive, and unlimited license to:
- make, sell, perform, publicize and distribute, broadcast or
otherwise dispose of Masters and/or copies of the Masters as individual tracks or
albums, via the means of digital distribution which may or may not include the usage
of the internet, whether such means of digital distribution are now known or hereinafter
discovered;
- display your Masters to Pay What You Want Online users on
our Web sites and our business partners’ Web sites, in whole or in part, alone or
in compilation with content provided by third parties;
- re-encode your Masters;
- edit your materials (but not your music) to ensure that they
comply with our policies and guidelines;
- use any trademarks, service marks, trade names, or professional
biographical material incorporated into your Masters and use the likeness of any
individual whose performance or image is contained in your material. We do not have
the right to sublicense your audio/visual materials other than as necessary to syndicate
our sites to our business partners.
Protecting your password and subscription
You agree to provide true, accurate, current, and complete information about yourself
as requested in the Service's registration process and to update your information.
You may not reveal your subscription password to anyone else and you may not use
anyone else’s password. You are responsible for maintaining the confidentiality
of your subscription account and password. Unauthorized access to the Service is
a breach of these Terms and a violation of the law.
Requests for removal of listings within the Pay What You Want Online library:
If you believe Masters you own has been copied and made accessible in a manner that
violates your intellectual property rights, please notify us immediately. We will
consider such requests individually. You have the right to request that we remove
your Masters at any time in writing.
We reserve the right to automatically change your username, delete your posts, terminate
your access to any or all of the Forums, remove your artist record from the Service,
or use any combination of these options at any time without notice for any reason
whatsoever.
Royalties
50% of Gross Income received by the Service in connection with the Masters. You
understand and agree that the offer for sale of the Masters is made to the public
on at a “pay what you can” basis (with $0.50/song and $5/album minimum).
Artist shall be responsible for all clearances, licenses, and payments to third
parties in connection with the Masters. Without limiting the generality of the foregoing,
Artist shall be responsible for and shall pay:
(a) Any royalties and other sums due to artists, authors, co-authors, copyright
owners and co-owners, producers and any other record royalty participants from sales
or other uses of Masters;
(b) All mechanical royalties or other sums payable to publishers and/or authors
or co-authors of musical compositions embodied in Digital Masters from sales or
other uses of Masters;
(c) All payments that may be required under any collective bargaining agreements
applicable to you or any third party; and
(d) Any other royalties, fees and/or sums payable with respect to Masters and artwork.
Accounting
Royalties and other revenues shall be computed on a quarterly basis. Royalties earned
amounting to $50.00 or more shall be payable to Artist within 30 days of March 31st,
June 30th, September 30th, and December 31st. Royalty statements shall be rendered
at the time of payment.
Album Artwork
To be furnished by Artist.
Assignment
You do not have the right to assign the agreement of these Terms without the prior
written approval of Pay What You Want Online.
Governing Law
This Agreement shall be deemed to have been made in the Province of Ontario, and
its validity, construction, performance and breach shall be governed by the laws
of the Province of Ontario and the laws of Canada as applicable to agreements made
and to be wholly performed there.
Default and Cure
As a condition precedent to the assertion by either party that the other is in default
in performing any obligation contained herein, such party shall advise the other
in detail and in writing, and the notified party shall be allowed a period of thirty
(30) days after receipt of such written notice within which to cure such alleged
default. The parties agree that no breach of this Agreement by either party shall
be deemed incurable unless not cured within such thirty (30) day period.
Independent Legal Advice
The parties hereby acknowledge that they have obtained independent legal counsel
in connection with the execution of this Agreement or have voluntarily waived their
right to do so.
Legal policies and notices
You hereby agree to indemnify, defend, and hold Pay What You Want Online and all
of our officers, directors, owners, agents, information providers, affiliates, and
licensors (collectively, the " Pay What You Want Online Parties") harmless from
and against any and all liability, losses, costs, and expenses (including reasonable
legal costs and legal fees) incurred by any Pay What You Want Online Party in connection
with any claim arising out of (1) any use or alleged use of your account or password
by any person, whether or not authorized by you, (2) any claim arising out of the
material you submit to the Service, including but not limited to claims for defamation,
violation of rights of publicity and/or privacy, copyright infringement, trademark
infringement, and any claim or liability relating to the content, quality, or performance
of materials you submit to the Service. We reserve the right, at our own expense,
to assume the exclusive defence and control of any matter otherwise subject to indemnification
by you, and in such case you agree to cooperate with our defence of such claim.
We disclaim any responsibility for the deletion, failure to store, misdelivery,
or untimely delivery of any information or material.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT
MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, WITH RESPECT TO THE SERVICE. WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY
TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE RESERVE THE RIGHT TO TERMINATE THE SERVICE AT ANY TIME WITHOUT NOTICE. |
