WARRANT AND AFFIRMATION OF AGE
I warrant, represent and affirm I am at least eighteen (18) years of age.
1. GRANT OF RIGHTS.
The rights granted hereunder shall include sale of permanent digital downloads, temporary digital downloads, interactive streaming (both tethered and non-tethered) and non-interactive streaming (both promotional and fee based). Specific rights may be more fully described on the attached fee schedule. YOU AND COMPANY AGREE THAT COMPANIES LICENSED TO PROVIDE YOUR MATERIALS AS DIGITAL DOWNLOADS MUST BE APPROVED BY YOU. PHYSICAL DISTRIBUTION OF MUSIC VIA TRADITIONAL PRE-MANUFACTURED SOUND CARRIERS, SUCH AS VINYL RECORDS, CASSETTES, CD'S AND DVD'S, IS NOT GRANTED TO COMPANY OR OTHERWISE AFFECTED BY THIS AGREEMENT.
By clicking the "I Agree" button, you ("you") irrevocably grant to Company, throughout the world and during the Term (as defined below), the non-exclusive right:
- (a) to sell, copy, distribute and otherwise exploit the "Recordings" (defined below) by all digital means and media (whether now known or existing in the future) through the any and all digital Internet consumer stores (e.g., "iTunes" and "Rhapsody") now operational or hereafter available;
- (b) to collect all income deriving therefrom; and
- (c) use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied on the Recordings in connection with the Recordings and Company's general business.
2. RECORDINGS.
The "Recordings" subject to this Agreement are the sound recordings and audio/visual recordings that you submit to Company upon your acceptance of this Agreement as well as any other sound and/or audio/visual recordings that you choose to submit thereafter by giving Company notice and appropriate copies thereof. Company reserves the right to reject any materials (recordings, videos or artwork) that you submit, in its sole discretion. You agree to submit all Recordings and artwork, at your sole expense, in the format(s) required by the various consumer licensee's of Company. Technical descriptions of such format(s) will be provided to you upon request.
3. PAYMENTS.
- (a) Company will pay you one hundred percent (100%) of "Net Income" (as defined in paragraph 3(b) below). Net Income will be posted to your TuneCore account within 15 days after Company's receipt thereof. Once payment has been credited to your account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.
- (b) "Net Income" means Company's actual receipts from providers related to the sale of the Recording. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.
- (c) To the extent that you owe any amounts to Company as a consequence of this agreement, Company shall have the right to deduct all or a portion of such amounts from any Net Income otherwise then payable to you.
4. THIRD PARTY OBLIGATIONS.
You shall be solely responsible for securing and paying for digital phonorecord delivery (DPD), mechanical and any other licenses required from musical composition copyright owners (or their agents) in connection with Company's exploitation of rights hereunder, royalties due to artists, producers and other persons who performed in the making of the Recordings and all payments that may be required under collective bargaining agreements. Outside of the United States, Company customarily requires the digital music service providers (DMSP's) to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the DMSP concerned from the proceeds payable to Company). If with respect to any DMSP outside of the United States Company is not able to do so, Company shall have the right, at its option, to either (i) decline to license such DMSP, or (ii) assume the responsibility to clear and pay for the music publishing licenses required in connection with such DMSP's sales, which license fees Company shall have the right to deduct from royalties payable to you hereunder. To the extent Company is required, or elects (in its sole discretion), to pay any of the foregoing amounts, such payments will be deducted from any royalties otherwise due to you in connection with paragraph 3 above.
To the extent that Company permits you to select certain tracks from your TuneCore catalog to distribute free to fans or distribute directly through your own website, you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries.
5. WARRANTIES; REPRESENTATIONS; INDEMNITIES.
You warrant and represent that you have the right and authority to enter into this agreement and to grant to Company all rights specified; all of the Recordings, including any sampled third party material embodied therein, artwork, metadata, videos and any other materials furnished by you to Company or relating to the Recordings are owned or controlled by you and shall not infringe on the copyrights or other rights of any person or entity; and that Company shall have the right to exploit same in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the royalties due to you described in paragraph 3 above. You shall defend and indemnify Company and any of its affiliates (including any directors, members, officers, employees and other representatives) against any third party claims or expenses and losses resulting from breach, or a claim which if true would constitute a breach of the foregoing warranties, including reasonable attorneys' fees and litigation expenses. Company shall give you prompt notice of any claim and you shall defend Company at your expense with counsel approved by Company (which approval shall not be unreasonably withheld). If a claim is made Company shall have the right to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to Company's prior written approval.
6. COMPANY FEES.
In consideration of the services rendered hereunder, you shall pay to Company the fees described on the attached Fee Schedule, which may be amended from time to time by Company without notice to you.
All music and videos delivered by TuneCore.com require that you purchase an annual fee-based subscription. You are expressly agreeing that we are authorized to deduct your annual subscription fees, any applicable tax and other charges you may incur in connection with your use of the TuneCore service directly from your TuneCore account (your share of Net Profits) or charge such fees to any alternate Payment Method (such as a valid PayPal account, credit card or debit card) you provided. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of Your TuneCore account by you or anyone else using your account.
If you notify TuneCore in writing that you are canceling your annual subscription for one or more of your albums or videos, no further annual fees will be charged to your TuneCore account or alternate Payment Method for those albums or videos. All cancelled albums and videos will be removed from the applicable digital Internet consumer stores (e.g., "iTunes" and "Rhapsody"). You will not be entitled to reimbursement of any applicable pre-paid fees with respect to any cancelled albums or videos.
It is your responsibility to notify TuneCore if your Payment Method has changed by making the appropriate changes to your TuneCore account settings. If you do not provide a valid Payment Method your service may be disconnected or interrupted.
7. TERM.
The Term of this agreement shall be for a period of six (6) months commencing on the date hereof. Unless you notify Company via written notice of your desire to terminate the Term thereafter, the Term shall automatically be renewed on a month-to-month basis thereafter. In the event of any such notice of termination, Company shall have ten (10) business days to notify all digital internet consumer stores to pull your Recordings off of their sites and applicable services.
8. CONFIDENTIALITY.
The parties acknowledge and agree that in the course of negotiating and transacting business under this agreement each party may become aware of certain otherwise confidential information related to the other's business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, the parties agree to keep such information confidential.
9. OTHER AGREEMENTS.
You acknowledge that in providing the services and payments hereunder, Company will be required to enter into certain sublicensing agreements with various consumer outlets. You agree that the terms of this agreement shall be subject to any applicable terms and conditions of the agreements Company enters into with respect to such sublicensees.
10. BAR CODES AND UNIVERSAL PRODUCT CODES.
Company provides free bar codes and UPCs to all of its customers. These are for the use of the customer only and may not be transferred or resold. If transferred or resold, Company charges $25.00 per bar code or UPC plus any revenue made from the transfer or resale. Company may deduct such charges from any fees owed to customer.
11. MISCELLANEOUS.
- (a) Company cannot guarantee exploitation of the Recordings, which will depend on consumer preference. Company may assign its rights under this agreement in whole or in part. You shall notify Company if you assign this agreement. This agreement does not create a partnership or joint venture. This agreement constitutes the entire agreement between you and Company pertaining to its subject matter and may not be changed, waived, discharged or terminated except by an instrument in writing signed by you and Company.
- (b) Neither party shall be deemed in breach of this agreement unless the other party has given the breaching party notice, and the breaching party has failed to cure such breach within 30 days after receipt of such notice. In no event shall any breach entitle either party to rescind the rights granted hereunder, but rather the aggrieved party shall only be entitled to damages reasonably related to the breach concerned and no penalty shall be awarded to either party.
- (c) This agreement shall be governed by the laws of the State of New York which apply to agreements entered into and wholly performed in the State of New York and the parties hereby grant to the U.S. District Court for the Southern District of New York, or the Supreme Court of the State of New York, New York County, exclusive jurisdiction to hear any disputes arising therefrom.
- (d) You acknowledge that you have read and understand Company's Privacy Policy as more fully described on Company's website, and by signing this agreement have accepted the terms and conditions therein, as same may be amended from time to time.
- (e) It is Customer's responsibility to deliver all necessary information, metadata, songs, graphic files or any other information or music in any required specifications. Customer acknowledges that Company will not be obligated to furnish its services hereunder until receipt of said materials.
- (f) Customer authorizes TuneCore to perform and make thirty (30) second clips of the Customer Content available by streaming or download ("Clips") to promote the band, artist and/or sale of applicable Recordings free of charge. Said thirty (30) second clips may be created by TuneCore or any third party affiliated with TuneCore by using any consecutive thirty (30) seconds of the applicable Customer Content.
- (g) Company reserves the right not to provide its services to any customer for any or no reason.
12. FEE SCHEDULE.
As of June 1st, 2008:
ONE TIME SONG AND ALBUM FEES:
- $0.99 (ninety nine cents) per song
- All song(s) must be associated with an album--even if it is just one song
- $0.99 (ninety nine cents) per digital Internet consumer store per album
- In the event customer would like their content removed prior to six months from when it first became available in the digital Internet consumer store(s), $20.00 (twenty dollars) early termination fee per request per album
- All fees must be paid prior to company delivery of any material to third parties.
SINGLE FEES (one song):
- $9.99 per year for a Single (1 song) to all digital stores TuneCore currently services at time of purchase
- $0.99 for each additional store added thereafter
Annual Album Fee Schedule:
Music Video Fee Schedule:
ONE TIME MUSIC VIDEO FEES:
| Music Video Length | 0-5 min | 6-10 min | 11-20 min | 21-30 min | 31-40 |
|---|
| What we charge | $85.00 | $150.00 | $220.00 | $300.00 | $375.00 |
|---|
- In the event customer would like their content removed prior to six months from when it first became available in the digital Internet consumer store(s), $20.00 (twenty dollars) early termination fee per request per album
Annual Music Video Fee Schedule:
BARCODES AND UPCs
- If bar codes or UPCs are transferred or resold, $25.00 per bar code or UPC plus any revenue made from the transfer or resale.
