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Terms and Conditions

Effective as of May 1, 2013

Please read the following terms and conditions carefully. These terms and conditions, as well as the copyright policy (the “Copyright Policy”) and the privacy policy (the “Privacy Policy”) (incorporated herein by this reference and collectively referred to as the “Terms of Service”), govern your access to and use of the TuneCore.com website (the “Site”), including the use of any content, information, products and/or services (the “Services”) therein. This is a legal agreement between you and TuneCore, Inc. (“Company”). Company reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. It is your responsibility to check these Terms of Service periodically for changes. By continuing to use or access the Site and/or Services after Company makes and posts any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without Company’s express written consent.

YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY COMPANY THROUGH THE SITE OR WITH RESPECT TO YOUR TUNECORE ACCOUNT, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY COMPANY.

1. GRANT OF RIGHTS.

(a) The rights granted hereunder shall include the sale of Recordings (as defined in Section 2 below) by, without limitation, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, cloud services and so-called "disc-on-demand" services. You and Company agree that the Internet consumer stores (“Consumer Stores”) (e.g., iTunes, Amazon, Spotify, Rhapsody) licensed to exploit your Recordings hereunder must be approved by you.

(b) By clicking the "I Agree" button, you irrevocably grant to Company, throughout the world and during the Term (as defined in Section 7 below), the non-exclusive right:

  •      (i) to sell, copy, distribute and otherwise exploit the Recordings by all means and media (whether now known or existing in the future) (“Sale”) through any and all Consumer Stores now operational or hereafter available;
  •      (ii) to collect all income deriving therefrom; and
  •      (iii) to 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.

(c) You agree that you will not use the Site or Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agree that Company may disable access to and/or terminate your account and/or remove or disable access to any Recordings or any associated materials you provide to Company in the event that Company receives any claim that, if true, would constitute a violation of your representations and warranties hereunder. Please see the Copyright Policy for further information.

(d) You agree that Company may freeze any and all revenues in your account that are received in connection with Recordings or other materials submitted by you which Company believes, in its good faith discretion, violate the Terms of Service, and that such revenues will be forfeited by you if Company determines, in its good faith discretion, they are the result of fraud and/or infringement. You agree that you will not be entitled to reimbursement for any fees paid by you to Company in the event Company disables access to your account, your Recordings and/or any other materials you provide to Company, or to any revenues forfeited by you as set forth in the preceding sentence.

(e) You agree that Company may terminate your account if you violate the Terms of Service or, in Company’s good faith discretion, are believed to be infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent activity.

2. RECORDINGS.

The term "Recordings" shall be defined as the sound recordings and audiovisual recordings that you submit to Company at any time. Company, in its sole discretion, reserves the right to reject any materials (including, without limitation, Recordings, images and/or artwork) that you submit. You agree to submit all Recordings, images and artwork at your sole expense, in the format(s) required by Company or the Consumer Stores. Technical descriptions of such format(s) will be provided to you upon request. You agree that Company and/or its suppliers will have the right to supplement existing artwork necessary to complete the packaging for discs-on-demand. Reasonable efforts will be made to provide you with approval rights over such artwork, but in the event that you object to any such artwork your only remedy shall be to (a) provide appropriate replacement artwork or (b) request prospective discontinuation of delivery of your materials in such manner. In no circumstances shall Company have any liability to you with respect to the quality, sufficiency or other aspect of the creation and delivery of such discs-on-demand.

3. PAYMENTS.

(a) Company will pay you one hundred percent (100%) of Net Income (as defined in Section 3(b) below). Net Income will be posted to your TuneCore account in a timely fashion 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" shall be defined as Company's actual receipts from Consumer Stores less any tax, fee or other charge related to the Sale of your Recordings. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) 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 the Terms of Service or otherwise, Company shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.

(d) In the event that Company has, in its good faith discretion, reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, Company reserves the right to discontinue the posting of Net Income to your account and block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained. Furthermore, you agree that such revenues will be forfeited by you if Company determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you hereunder. Certain Consumer Stores may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies, if any, and such policies shall be binding upon you hereunder.

(e) The Net Income posted to your TuneCore account will be pooled in an interest bearing bank account with the Net Income of other TuneCore customers until you withdraw such funds. You agree that you will not receive interest or other earnings on the Net Income that Company handles as your agent and places in such pooled account. In consideration for your use of the Services, you irrevocably transfer and assign to Company any ownership right that you may have in any interest that may accrue on Net Income held in such pooled account. In addition to or instead of earning interest on such pooled account, Company may receive a reduction in fees or expenses charged for banking services by the banks that hold your Net Income.

(f) In connection with your decision to use the TuneCore streaming media player, iPhone application or other so-called widgets or applications (the “Streaming Players”) as platforms for users to stream your Recordings, you hereby waive any right to digital artist royalties, performance royalties or any other fees or royalties, statutory or otherwise, that Company may be obligated to pay you or a third party in connection with the use of such Streaming Players. For the avoidance of doubt, to the extent that you utilize a Streaming Player on your own website or authorize its use on any other website on the Internet, you acknowledge and agree that Company is not responsible to make any third party payments in connection with the Recordings and underlying musical compositions which you own and/or control.

(g) To the extent that you elect to use certain Recordings from your TuneCore catalog to distribute free to any parties (via a Streaming Player, directly through your own website or otherwise), you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries. Without limiting any of the foregoing, you expressly agree to either waive music publishing royalties (if you own or control such rights) or pay any necessary royalties due to third party music publishers as a result of any such free distribution.

(h) In the event that Company is presented with a claim of infringement of copyright, trademark, right of publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties or agreements hereunder, you agree that Company may freeze any and all revenues in your account that are received in connection with the disputed Recordings or other materials submitted by you, and that such revenues will be forfeited by you if Company determines, in its good faith discretion, they are the result of fraud and/or infringement. Furthermore, if in Company’s reasonable business judgment it elects to engage an attorney to review and/or respond to such claim, Company shall, in its sole discretion, have the right to deduct from your account or charge any alternate payment method you provide to Company (such as a PayPal account, credit card or debit card) (each a “Payment Method”) a minimum of Three Hundred Dollars ($300) to offset the costs of associated legal fees and expenses.

4. THIRD PARTY OBLIGATIONS.

(a) You shall be solely responsible for securing and paying for digital phonorecord delivery, mechanical, public performance and any other licenses (as applicable) required from musical composition copyright owners or their agents in connection with Company's exploitation of rights hereunder, as well as 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 or pursuant to any statutory schemes.

(b) For digital download sales in the United States, your payment typically includes the mechanical royalty on the underlying composition. In the case of the iTunes Match service, your payment includes a publishing portion that covers both the mechanical and public performance royalties. If you do not own or control the underlying composition(s) in your sound recording(s), it is your obligation to pay these publishing royalties to the person or entity that does. Outside of the United States, Company customarily requires Consumer Stores to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the Consumer Store concerned from the proceeds payable to Company). If any Consumer Store outside of the United States does not agree to secure and pay for music publishing licenses, Company shall have the right, in its sole discretion, to either (i) decline to license such Consumer Store or (ii) assume the responsibility to clear and pay for the music publishing licenses required in connection with such Consumer Store's Sales, which license fees Company shall have the right to deduct from amounts payable to you hereunder. To the extent that Company is required or elects, in its sole discretion, to pay any of the foregoing amounts, such payments will be deducted from any amounts otherwise payable to you hereunder.

(c) To the extent that Company permits you to select certain Recordings from your TuneCore catalog to distribute free to fans or 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.

(a) You warrant and represent that you are at least eighteen (18) years of age, you have the right and authority to enter into this agreement and to grant to Company all rights specified; all of the Recordings, including, without limitation, any sampled third party material embodied therein, artwork, metadata, audiovisuals, images and any other materials furnished by you to Company or relating to the Recordings are owned or controlled by you and the use thereof as described or contemplated herein and/or on the Site and/or Consumer Stores’ websites shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that Company shall have the right to exploit same in any 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 amounts payable to you hereunder.

(b) You shall defend and indemnify Company and any of its affiliates (including any directors, members, officers, employees and other representatives) and hold them harmless 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 representations and warranties or any of the agreements contained in these Terms of Service, including reasonable attorneys' fees and expenses.

(c) Company shall give you prompt notice of any claim that is subject to the foregoing indemnification obligation and you shall defend Company at your expense with counsel approved by Company, which approval shall not be unreasonably withheld. In the event you fail to retain approved counsel, Company may, if it so elects, defend itself at your cost and expense and you agree that Company may require your participation in such defense as a third party or otherwise and you hereby waive any objection or claim to compensation in respect of same. If a claim is made Company shall have the right, in its sole discretion, to remove or disable access to the Recordings and/or any associated materials that are the subject of such claim, and/or 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.

(d) THERE ARE NO REPRESENTATIONS OR WARRANTIES BY COMPANY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN AS EXPRESSLY SET FORTH IN THE TERMS OF SERVICE.

6. SUBSCRIPTION FEES.

In consideration of the services rendered hereunder, all Recordings submitted by you and distributed by Company to the Consumer Stores require that you purchase a recurring fee-based subscription via a Payment Method. These fees may be amended from time to time by Company without notice to you. You expressly agree that Company is authorized to deduct your recurring subscription fees, any applicable tax and other charges you may incur in connection with your use of the Services directly from your TuneCore account (i.e., your share of Net Income) or charge such fees to any Payment Method you provide to Company. 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 Company in writing that you are terminating your subscription for one or more of your Recordings, no further subscription fees will be charged to your TuneCore account or Payment Method for those Recordings and all terminated Recordings will be removed from their respective Consumer Stores. You will not be entitled to reimbursement of any pre-paid fees with respect to any terminated Recordings. If for any reason you fail to make a payment or a payment is reversed hereunder via the Payment Method or any other method after agreeing to these Terms of Service, Company will be entitled to recoup, at its sole discretion, the subscription fee, by any means necessary, including the right to keep your account active and collect any resulting royalties until the subscription fee is fully recouped. It is your responsibility to notify Company 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 at Company’s sole discretion.

7. TERM.

The Terms of Service shall apply at all times while you utilize the Site or the Services.

8. CONFIDENTIALITY.

You acknowledge and agree that, in the course of negotiating and transacting business with Company, you may become aware of certain otherwise confidential information related to Company’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, you agree to keep such information confidential. You hereby expressly agree that Company shall have the right to provide information relative to the sales of your Recordings hereunder to third parties, to aggregate such information in charts and other comparative informational materials, and to disseminate the same in any manner.

9. OTHER AGREEMENTS.

You acknowledge that in providing the Services and payments hereunder, Company will be required to enter into certain agreements with various Consumer Stores. The selection of these Consumer Stores shall be within the sole discretion of Company. You agree that the Terms of Service shall be subject to any applicable terms and conditions of such other agreements that Company enters into with respect to such Consumer Stores. You expressly acknowledge that certain Consumer Stores may, with respect to audiovisual recordings, require that your audiovisual recordings be made available on their websites at certain times and in certain formats relative to the availability of such materials elsewhere in the marketplace. To the extent that such requirements are not met, the individual Consumer Stores may have the right to discontinue the availability of said audiovisual recordings in their store(s). Company will, upon your written request, provide you with the current specifics of such requirements.

10. BAR CODES AND UNIVERSAL PRODUCT CODES.

Company will provide you with free bar codes and universal product codes (“UPCs”). These are for your use only and may not be transferred or resold. If transferred or resold, Company will charge you Twenty-Five Dollars ($25.00) per bar code or UPC, plus any revenue made by you from such transfer or resale. Company may deduct such charges from any Net Income owed to you by Company or charge such amounts to any Payment Method you provide to Company.

11. MISCELLANEOUS.

(a) The Site and Services may be used and accessed solely for lawful purposes. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Site and Services, including, without limitation, applicable common law, all relevant statutes, and the rules and regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury. In addition, without limitation, you agree that you will not do any of the following while using or accessing the Site and Services:

  •      (i) Disable, hack, circumvent or otherwise interfere with security related features of the Site or features that prevent or restrict use or copying of any Company content or materials;
  •      (ii) Use any metadata, meta tags or other hidden text utilizing a TuneCore name, trademark, URL or product name;
  •      (iii) Upload, submit, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;
  •      (iv) Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the Site or Services to send altered, deceptive or false source-identifying information;
  •      (v) Upload, submit, post, email, or otherwise transmit, via the Site or Services, any Recordings or other materials that are, in the sole opinion of Company, unlawful, harmful, threatening, obscene, harassing, defamatory or hateful or that contain objects or symbols of hate, invade the privacy of any third party, contain nudity (including, without limitation, any pornography, erotica, child pornography or child erotica), are deceptive, threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar or violent or constitute hate speech or are otherwise objectionable;
  •      (vi) Destroy, interfere with or disrupt, or attempt to interfere with or disrupt, any web pages available on the Site, servers or networks connected to the Site or the technical delivery systems of Company’s providers or break any requirements, procedures, policies or regulations of networks connected to the Site;
  •      (vii) Attempt to scan, probe or test the vulnerability of any Company system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the Site or Services;
  •      (viii) Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Services;
  •      (ix) Attempt to search, meta-search or access the Site with any engine, software, tool, agent, device or mechanism other than software and/or search agents provided by Company or other generally available third party web browsers (e.g., Internet Explorer, Firefox, Safari), including, without limitation, any software that sends queries to the Site to determine how a website or web page ranks;
  •      (x) Collect or store personal data about other users of the Site or Services without their express and explicit permission;
  •      (xi) Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;
  •      (xii) Use the Site or Services in any manner not permitted by the Terms of Service; or
  •      (xiii) Instruct or encourage any other individual to do any of the foregoing or to breach and/or violate any of the Terms of Service.

(b) Company does not guarantee exploitation of the Recordings, which will depend on consumer preference, nor on the inclusion or participation of any given Consumer Store. Company reserves the right in its sole discretion to decline to engage in business with any given Consumer Store. Except as specifically set forth in the Terms of Service, Company shall have no obligations to you.

(c) Company shall not be deemed in breach of the Terms of Service unless you have given Company notice of the breach and Company has failed to cure such breach within thirty (30) days after receipt of such notice. In no event shall any breach entitle you to rescind the rights granted hereunder.

(d) In no event will Company, its officers, directors, employees or agents be liable to you for any damages whatsoever, including, without limitation, indirect, incidental, special, punitive or consequential damages arising out of or in connection with your use of the Site, Services, Company products or any Company content, no matter whether the damages are foreseeable and whether or not Company has been advised of the possibility of such damages. The foregoing limitation of liability will apply to the fullest extent permitted by law in the applicable jurisdiction and in no event will Company’s aggregate liability to you exceed One Hundred Dollars ($100).

(e) The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of New York excluding that body of law pertaining to the conflict of laws. Any legal action or proceeding arising under the Terms of Service shall be brought exclusively in courts located in the State and County of New York, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. The parties to this agreement waive their respective rights to a trial by jury. In the event that any provision in the Terms of Service is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of a party to enforce any right or provision of the Terms of Service will not be deemed a waiver of such right or provision. You may not assign the Terms of Service (by operation of law or otherwise) without the prior written consent of Company and any prohibited assignment will be null and void. Company may assign the Terms of Service or any rights or obligations hereunder without your consent. The relationship of the parties under the Terms of Service is that of independent contractors and the Terms of Service shall not be construed to imply that either party is the agent, employee, or joint venturer of the other. You agree that the Terms of Service and the rules, restrictions and policies contained herein, and Company's enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and Company. The Terms of Service, together with the rules and policies of Company, constitute the entire agreement between Company and you with respect to the subject matter hereof. Any notice or other communication to be given hereunder will be in writing and given (i) by Company via email (in each case to your email address of record), (ii) a posting on the Site, or (iii) by you via email to copyright@tunecore.com or to such other address as Company may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.

(f) You acknowledge that you have read and understand Company's Privacy Policy as more fully described on the Site, and by using the Services and the Site you have expressly accepted the terms and conditions set forth in such Privacy Policy, as same may be amended from time to time.

(g) It is your responsibility to deliver all necessary information, metadata, songs, graphic files or any other information or music in the format required. You acknowledge that Company will not be obligated to furnish its services hereunder until receipt of said materials.

(h) In very limited circumstances, Company may permit you to modify the standard wholesale price you will receive from sales of certain of your Recordings by a Consumer Store (“Price Variance”), such circumstances to be determined by Company in its sole discretion. Further to and consistent with the provisions of Section 11(d) above, in no event will Company, its officers, directors, employees or agents be liable to you for any claims you may have in connection with any errors occurring in the implementation of such Price Variance, which are not solely and entirely caused by Company’s negligence or error.

(i) You authorize Company to make and perform clips of your Recordings up to ninety (90) seconds in length via streaming or download free of charge (the "Clips") to promote the band, artist and/or Sale of applicable Recordings. To the extent that you own or control the publishing rights in the musical compositions embodied in your Recordings used in the Clips (the “Compositions”), you authorize Company to make and perform clips of your Compositions up to ninety (90) seconds in length via streaming or download free of charge to promote the band, artist and/or Sale of applicable Recordings. Said Clips may be created by Company or any third party affiliated with Company by using any consecutive ninety (90) seconds of the applicable Recording(s).

(j) Company reserves the right, in its sole discretion, to refuse to provide its services to you or any customer for any or no reason whatsoever.

(k) If an audiovisual master is rejected by a Consumer Store because it does not meet that store’s technical or editorial specifications, you must pay a resubmission fee before resubmitting the master. In the event you are unable or unwilling to correct the errors or quality issues in order to resubmit the audiovisual master, there shall be no refund on previously paid fees – the fees paid for the initial submission and any resubmission are not refundable under any circumstance.

ADMINISTRATION AMENDMENT TO TUNECORE’S TERMS & CONDITIONS

Effective as of December 12, 2013

Please read the following terms and conditions carefully, which amend the Terms of Service that you previously entered into with TuneCore, Inc. (“TuneCore”) with respect to your Recordings, as such agreement has been supplemented, amended or otherwise modified. This is a legal agreement between you and TuneCore. TuneCore reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. All modified terms and/or conditions when posted on the Site shall supersede the prior agreement between you and TuneCore, and such revised Terms and Conditions shall constitute the entire agreement between you and TuneCore. By continuing to use or access the Site and/or Services after TuneCore makes any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without TuneCore’s express written consent. Capitalized terms used herein without definition have their respective meanings assigned in the Terms of Service.

YOU UNDERSTAND THAT BY USING THE SERVICES AND YOUR TUNECORE ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THIS AMENDMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES.

  1. GRANT OF RIGHTS.
    1. By clicking the “I Agree” button, you grant to TuneCore Digital Media, Inc. (“Company”), throughout the world and during the Administration Term (as defined in section 6 below), the sole and exclusive right:
      1. To be the administrator of the musical compositions owned or controlled, in whole or in part, by you, to the full extent of your interest therein, and included on the attached schedule of musical compositions (the “Compositions”). With the respect to any Composition(s) that are not currently owned by or registered to a company previously established by you, you appoint Company as the designated publisher of such Composition(s) during the Administration Term.
      2. To license, and cause others to license, and to collect all income related to any exploitation of the Compositions. Without limitation, Company shall have the right to license: (A) broadcast and digital public performances; (B) the manufacture, reproduction, distribution and sale of records embodying one or more Compositions, both physically and electronically; (C) the synchronization of the Compositions in connection with, but not limited to, motion pictures, television programs, advertisements and video games; (D) the use of the Compositions in connection with merchandising activities; and (E) if applicable, the use and performance of any master recording(s) of the Compositions that you own and/or control, which have been submitted to TuneCore, Inc. and are governed by TuneCore, Inc.’s Terms of Service (“Recordings”), including but not limited to the synchronization of the Recordings in connection with, but not limited to, motion pictures, television programs, advertisements and video games on the same terms and conditions as the licenses granted pursuant to paragraph 1(a)(ii)(C) hereof.
      3. To publish, or license others to publish, printed versions of the Compositions.
      4. To make arrangements of, or otherwise adapt, change or translate, any Composition in any manner. For example, to license the right to (A) sample a Composition, (B) use a Composition in a so-called mash-up, or (C) record a Composition in a foreign language.
      5. To enter into agreements with, or assign or license any of Company’s rights and/or delegate any of its obligations under this agreement to third party licensees on such terms as may be acceptable to Company, including the right to delegate licensees to seek and procure adaptations and/or local re-recordings of a Composition, by means of adding new local language lyrics to the original music and/or creating a “cover version” of a Composition.
      6. To use names, likenesses and biographical information concerning the writers of the Compositions in connection with the exploitation and/or promotion of the Compositions and for promotion of Company’s business.
      7. To use, display and make available the Recordings, if applicable pursuant to paragraph 1(a)(ii)(E) above, and the underlying Compositions, on a streaming, royalty-free, worldwide basis, through a secured Company “One Stop Shop” synchronization website (the “Company Sync Store”), solely for authorized persons (e.g., music supervisors) to access, listen and test audio files of the Recordings and/or Compositions for potential third party synchronization placement.
    2. You hereby appoint Company your true and lawful agent and attorney in fact (with full power of substitution and delegation) to make, execute and deliver any and all documents, instruments and writings in Company’s and/or your name and to take any other action in Company’s and/or your name which in the reasonable business judgment of Company is necessary or desirable to carry out the purposes of this agreement.
    3. Company shall have the right but not the obligation to prosecute, defend and settle all claims and actions with respect to the Compositions, and generally to do all things necessary concerning the same and the copyrights or other rights with respect to the Compositions; provided, however, Company shall not settle claims without your consent. In the event of a recovery by Company or you of any monies as a result of a judgment or settlement, such monies shall be divided between you and Company in the same shares as provided for in section 2(c) below, after first deducting the out-of-pocket expenses of obtaining said monies, including reasonable legal fees and expenses. You shall have the right to provide counsel for yourself, to assist in or assume the prosecution or defense of any such matter, but at your own expense. Any judgments against Company and any settlements by Company of claims against it respecting any of the Compositions, together with costs and expenses, including, without limitation, legal fees and expenses, shall be subject to the indemnity provisions of the Terms of Service, and your indemnity payments shall be paid to Company from any and all sums that may become due to you under any and all accounts owned by you and administered by Company or promptly upon demand by Company.
    4. The rights granted under this Agreement shall be assigned by Company to one or more of its affiliated music publishing entities. These include Tunecore Digital Music (BMI), TuneCore Publishing (ASCAP), TuneCore Songs (SESAC) and other similar companies organized for affiliation with existing collection organizations and societies throughout the Territory. Additionally, you acknowledge and agree that Company may, in its sole discretion, license certain of your rights via TuneCore New Media Administration directly and exclusively to individual end-user stores (e.g., Apple, Spotify, Amazon, etc.) regardless of any affiliation you may have as a songwriter with other services which license to the same stores.
  2. PAYMENTS.
    1. Company shall collect all Gross Receipts earned by the Compositions, including any monies earned by the Compositions prior to the commencement of the Administration Term but not yet collected.
    2. “Gross Receipts” is defined in this agreement as all revenue derived from exploitation of the Compositions (and Recordings, if applicable, in connection with synchronization licensing) and received by Company, solely allowing for any tax deductions and/or standard commissions deducted by bona fide performing rights societies operating at arms length, mechanical rights societies operating at arms length or any other collection agents established in any part of the Territory.
      1. Ninety percent (90%) of Gross Receipts shall be credited to your TuneCore account, except as set forth below. Company shall be permitted to retain ten percent (10%) of Gross Receipts.
      2. Notwithstanding the foregoing, Eighty percent (80%) of Gross Receipts resulting from the synchronization of Compositions (and Recordings, if applicable) with films, tapes or other permanent visual images or cover versions of Compositions solely to the extent introduced by, or through the network of contacts of, Company shall be credited to your TuneCore account. Such amounts shall also include any resulting additional revenue from such synchronization of Compositions (and Recordings, if applicable) and/or local cover versions (e.g., additional synchronization licensing, mechanical licensing, public performance royalties in connection with the secured use(s), etc.).
    3. Upon your specific written request, Compositions included in Artist Releases shall not be subject to mechanical royalty payments under this Agreement. “Artist Releases” are defined as self-released products (i.e., records released by you without any involvement by any third parties) which are sold by you only at your live performances or through your own website. In the event you request a waiver of mechanical royalties on any Artist Release, you agree that you will remain responsible for any payments due to co-publishers and/or co-writers with respect to sales, and you agree to indemnify Company against any and all claims with respect thereto.
    4. You shall receive statements as to your share of Gross Receipts, and such monies credited to your TuneCore account within forty-five (45) days after the end of each calendar quarter for each such preceding quarterly period. Once payment has been credited to your account, you will be able to withdraw all or a portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any objection relating to any accounting statement or any legal claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is initially sent to you, and you waive any longer statute of limitations that may be permitted by law.
    5. The Gross Receipts in your TuneCore account may be held by Company in an interest bearing account. Company may, in its sole discretion, retain all interest earned on the Gross Receipts or pay to you all or a portion of such interest.
    6. In the event that Company has, in its good faith discretion, reason to suspect that any Composition submitted by you to Company is not in compliance with the terms of section 4 below, or if Company is presented with a claim of infringement of copyright, trademark, right or publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties and agreements hereunder, you agree that Company may discontinue the posting of your share of Gross Receipts with respect to such Composition to your TuneCore account and block your ability to otherwise withdraw funds therefrom until satisfactory resolution of the matter is obtained. Furthermore, you agree that you will forfeit such revenues if Company determines that they are the result of infringement or fraud.
    7. If Company, in its reasonable discretion, determines that any infringing or fraudulent activities may have been caused by your or your affiliates acts or omissions, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by Company from any monies otherwise payable to you by Company. Furthermore, if in Company’s reasonable business judgment it elects to engage an attorney to review and/or respond to a claim of fraud and/or infringement with respect to a Composition(s), Company shall, in its sole discretion, have the right to deduct from your TuneCore account or charge your Payment Method (defined in section 5(b) below) a minimum of Three Hundred Dollars ($300) to offset the costs of associated legal fees and expenses.
  3. THIRD PARTY OBLIGATIONS.

    You shall be solely responsible for the payment of all compensation due songwriters, licensors, income participants and other third parties to whom you are obligated to pay a portion of the income from any of the Compositions. You warrant and represent that all such songwriters, licensors, income participants and other third parties to whom you are obligated to pay a portion of the income from the Compositions shall look solely to you for any such payments and you hereby agree to indemnify Company and hold Company harmless from and against any and all claims, demands or actions by any such songwriters, licensors, income participants and other third parties for any such payments in accordance with the indemnification provisions of the Terms of Service.

  4. WARRANTIES AND REPRESENTATIONS.

    You warrant and represent that you are at least eighteen (18) years of age and that all of the Compositions, including, without limitation, any interpolated third party material embodied therein, metadata and any other materials furnished by you to Company or relating to the Compositions are owned or controlled by you and the use thereof as described or contemplated herein shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that Company shall have the right to exploit same in any 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 amounts payable to you hereunder.

  5. COMPANY FEES.
    1. You shall pay Company a one-time, non-refundable fee (the “Set Up Fee”), as set forth on Company’s website, to cover Company’s administrative expenses with respect to updating your catalog of Compositions.
    2. You agree that Company is authorized to deduct the Set Up Fee, any applicable taxes and other charges you may incur in connection with your use of the administration services directly from your TuneCore account or charge such fees to any alternate payment method you provide to Company (such as a valid PayPal account, credit card or debit card, each a “Payment Method”). For the avoidance of doubt, if you or Company terminates this agreement for any of the reasons set forth herein, you will not be entitled to a full or partial reimbursement of the Set Up Fee. Furthermore, if for any reason you fail to make a payment or a payment is reversed hereunder via the Payment Method or any other method after agreeing to these Terms of Service, Company will be entitled to recoup, at its sole discretion, the Set Up Fee (plus a Twenty-Five Dollar ($25.00) administrative fee), by any means necessary, including the right to keep your account active and collect any resulting royalties until the Set Up Fee is fully recouped. It is your responsibility to notify Company 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 at Company’s sole discretion.
  6. ADMINISTRATION TERM / POST-TERM COLLECTION PERIOD / RETENTION PERIOD.
    1. The “Administration Term” of this agreement shall be for an initial period of one (1) year, commencing on the date the Set Up Fee is received and processed by Company. After the initial period, the Administration Term shall automatically renew and extend for additional one (1) year periods unless you give Company written notice of termination at least sixty (60) days prior to the end of the period then in effect.
    2. Company shall have the right to collect all income relating to the Compositions earned prior to the beginning of the Administration Term, but not yet collected, as well as all (i) income generated within the United States during the Administration Term for a period of twelve (12) months immediately following the end of the Administration Term (or, if applicable, the extended Administration Term) solely in the event such income generated is not remitted to Company during such Administration Term and (ii) all income generated outside of the United States during the Administration Term for a period of eighteen (18) months immediately following the end of the Administration Term (or, if applicable, the extended Administration Term) solely in the event such income generated is not remitted to Company during such Administration Term.
    3. Furthermore, you acknowledge and agree that for any Composition in which Company’s creative services team and/or a third party licensee secures a third party license (e.g., local cover versions of Compositions, local print compilations of Compositions; synchronization licenses of cover versions of Compositions that were initially procured during the Administration Term), you hereby grant Company the exclusive right to continue its collection and administration rights for an extended retention period with respect to the applicable Composition for three (3) years from the end of the Administration Term.
  7. MISCELLANEOUS.
    1. At Company’s request, you shall execute and deliver to Company any documents needed regarding the rights of Company in the Compositions, and if you fail to do so within ten (10) business days following Company’s request thereof, Company may sign such documents in your name.
    2. Concurrently with your execution of this amendment, you will supply Company with copies of any existing licenses or other agreements concerning the Compositions. You further agree to notify Company of each recorded version of any Composition during the Administration Term as soon as reasonably practicable after you become aware thereof. If and to the extent that you fail to provide to Company any of the materials and information referred to in this section 7(b), Company’s rights in and to the Compositions shall not be impaired as a result thereof. Company shall not be responsible for any non-collection of monies or lack of copyright protection with respect to the affected Composition(s) that is the direct or indirect result of any such failure by you.

Effective as of January 16, 2013

TUNECORE'S REFER A FRIEND PROGRAM TERMS

Please read the following terms and conditions carefully, which amend the Terms & Conditions that you previously entered into with TuneCore, Inc. ("TuneCore"), as such agreement has been supplemented, amended or otherwise modified. These terms explain how you ("you" or the "Referrer") can earn and spend money ("Referral Dollars") on the TuneCore.com website (the "Site") using the Refer A Friend program. TuneCore's Terms & Conditions are incorporated herein by reference, and these terms and conditions are collectively referred to with TuneCore's Terms & Conditions as the "Terms of Service".

By earning and spending Referral Dollars you are deemed to have agreed to the Terms of Service. If you do not agree to the Terms of Service in their entirety, you are not authorized to register as a Referrer or to participate in the Refer A Friend program in any manner.

Inviting Friends and Earning Referral Dollars
Invite friends who are not current TuneCore account members with your Refer A Friend program link ("Personal Link"). When the referred friend arrives at the Site via your Personal Link and registers with TuneCore as new account member, such friend will get a limited time distribution discount as a welcome offer. This discount shall apply to new accounts only, and existing or returning TuneCore account members are excluded.

You will automatically receive the following Referral Dollars once such referred friend makes their first purchase of a distribution subscription and/or publishing administration services on the Site within forty-five (45) calendar days of the Personal Link being sent by you (each, a "Qualifying Purchase”):

Number of Referred Friends Referral Dollar Amounts
Level 1 1 $25 for such friend's first Qualifying Purchase
Level 2 2 - 5 $5 for each friend's first Qualifying Purchase
Level 3 6 - 10 $10 for each friend's first Qualifying Purchase
Level 4 11 - 25 $15 for each friend's first Qualifying Purchase
Level 5 26+ $25 for each friend's first Qualifying Purchase

Referral Dollars will only be rewarded for the referred friend's first Qualifying Purchase. For the avoidance of doubt, Referral Dollars will not be rewarded for the referred friend's purchase of any third-party partner products set forth on www.tunecore.com/store, distribution renewals and/or any other products not specifically referenced above as a Qualifying Purchase. If the referred friend does not follow the directions in the Personal Link and/or does not make a qualifying purchase on the Site within forty-five (45) calendar days of the Personal Link being sent by you, you will not receive any Referral Dollars, and TuneCore will have no liability to you for your referred friend's failure to follow directions.

If more than one TuneCore account member refers the same friend, the account member who sent the Personal Link that is actually used to create the new member's account shall be deemed the Referrer, regardless of which TuneCore account member's Personal Link was sent to such friend first. You may only earn Referral Dollars via TuneCore's authorized Refer A Friend invite mechanism, and any referrals outside of TuneCore's authorized channels will not result in any Referral Dollars. This offer is limited to one referral and email address per friend.

If Referrer provides a Personal Link to another person by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends and family members. Bulk email distribution, distribution to strangers, posting on message boards or other online venues in violation of such venues' terms of use or any other promotion of a Personal Link in a manner that would constitute or appear to constitute unsolicited commercial email or "spam" under any applicable law or regulation is expressly prohibited and will be grounds for immediate termination from the Refer A Friend program and deactivation of your Personal Link.

Spending Referral Dollars
All Referral Dollars will be automatically deposited into your TuneCore account in a timely fashion after the referred friend has made their first Qualifying Purchase and may be applied to any purchases you make on the Site, including your distribution renewals. The Referral Dollars can also be withdrawn from your TuneCore account as cash, in accordance with TuneCore's Terms & Conditions.

Prohibitions and Cancellation
Referral Dollars are issued to a single TuneCore account at TuneCore's sole discretion and cannot be transferred, bartered or sold. TuneCore reserves the right to cancel your Referral Dollars if it determines in its sole discretion that you have violated these Terms of Service including without limitation, through your fraudulent or misleading referral activity (e.g., by inviting fake people to join TuneCore, using false names, using multiple email accounts or email addresses, impersonating another person or otherwise providing false or misleading information to TuneCore) or if TuneCore terminates your account for any reason. You may also be liable for civil and/or criminal penalties under applicable law.

Changes to Referral Dollars Terms
TuneCore reserves the right in its sole discretion at any time and without prior notice to you, to add to, remove or otherwise change the Terms of Service applicable to the issuance and use of Referral Dollars. Such changes may include without limitation, how you may earn and spend Referral Dollars, how long Referral Dollars last, minimum purchase amounts for which Referral Dollars may be used and the lifetime maximum amount of Referral Dollars that you may earn. In addition, TuneCore reserves the right to terminate the Refer A Friend program or any other referral programs at any time in its sole discretion. In such case all Referral Dollars earned up to and including the day of termination will remain in the Referrer's account.

TuneCore reserves the right to modify these Terms of Service without notice. All modified Terms of Service will be posted on the Site and when so posted, shall supersede the prior agreement between you and Company, and such revised Terms of Service shall constitute the entire agreement between you and Company. The updated terms will specify the effect (if any) of such changes on Referral Dollars that you have already earned before such changes occurred. It is your responsibility to check the Site periodically to see if the Terms of Service have changed. You will be deemed to have accepted such changes and agree to be legally bound by the revised Terms of Service by continuing to earn and spend Referral Dollars after the updated Terms of Service have been posted on the Site.

The Refer A Friend program is void where prohibited by law. Should there be any tax liability for the accumulation and/or use of Referral Dollars, such taxes are your sole responsibility. You understand that your account may not accurately reflect the Referral Dollars you have actually earned. TuneCore will have no liability for any errors displayed in your account

For more information, please visit our Help page.

Effective as of August 1, 2013

STORE AUTOMATOR AMENDMENT TO TUNECORE’S TERMS & CONDITIONS

Please read the following terms and conditions carefully, which amend the Terms of Service that you previously entered into with TuneCore, Inc. ("TuneCore"), as such agreement has been supplemented, amended or otherwise modified. These terms explain how you can use the Store Automator program to automatically deliver your Releases (as defined below) to Consumer Stores licensed by TuneCore to exploit sound recordings. TuneCore’s Terms of Service are incorporated herein by reference.

TuneCore reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. All modified terms and/or conditions when posted on the Site shall supersede the prior agreement between you and TuneCore, and such revised Terms of Service shall constitute the entire agreement between you and TuneCore. By continuing to use or access the Site and/or Services after TuneCore makes any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without TuneCore’s express written consent. Capitalized terms used herein without definition have their respective meanings assigned in the Terms of Service.

YOU UNDERSTAND THAT BY USING THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE STORE AUTOMATOR PROGRAM, AND YOUR TUNECORE ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THIS AMENDMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. COMPANY FEES

a. You shall pay TuneCore a one-time, non-refundable fee (the "Fee") per Release.

b. You agree that TuneCore is authorized to deduct the Fee and any applicable taxes directly from your TuneCore account or charge such Fee to any alternate payment method you provide to Company (such as a valid PayPal account, credit card or debit card, each a "Payment Method"). If for any reason you fail to make a payment or a payment is reversed hereunder via the Payment Method or any other method after agreeing to these Terms of Service, TuneCore will be entitled to recoup, at its sole discretion, the Fee by any means necessary, including the right to keep your account active and collect any resulting royalties until the Fee is fully recouped. 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 at TuneCore’s sole discretion.

2. SERVICE

a. The term "Release" shall be defined as any Recording in good standing, other than a ringtone, that you designate for automatic distribution via the Store Automator program. For the avoidance of doubt, ringtones are not eligible for such distribution.

b. Subject to the terms hereof, each Release will be automatically delivered to all Consumer Stores licensed by TuneCore to exploit sound recordings after the date that TuneCore receives the Fee, and you hereby give your approval to the exploitation of your Releases in such Consumer Stores. Notwithstanding the foregoing, the determination of what constitutes a "Consumer Store" for the purposes hereof shall be made by TuneCore in its sole discretion.

c. You will be notified within twenty-four (24) hours after any Release is delivered to a Consumer Store in connection with Store Automator. TuneCore makes no representation as to the amount of time it will take for any Release to become available in a Consumer Store, nor does TuneCore guarantee the exploitation of any Release.

d. If you notify TuneCore in writing that you are discontinuing Store Automator with respect to any Release(s), TuneCore shall cease the automatic distribution of such Release(s) within a reasonable amount of time after receipt of such notification (the "End Date"). You may elect to re-activate Store Automator at any time. For the avoidance of doubt, in the event of a re-activation, your Release will not be automatically delivered to any Consumer Store added by TuneCore in the period of time after the End Date and prior to such re-activation.

INDMUSIC MULTI-CHANNEL NETWORK (MCN) AMENDMENT TO TUNECORE’S TERMS AND CONDITIONS

Effective as of November 18, 2013

Please read the following terms and conditions carefully, which amend the Terms of Service that you previously entered into with TuneCore, Inc. (“TuneCore”) with respect to your Recordings and Compositions, as such agreement has been supplemented, amended or otherwise modified, including, without limitation, by the Administration Amendment to TuneCore’s Terms & Conditions (the "Administration Amendment"). This is a legal agreement between you and TuneCore. TuneCore reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. All modified terms and/or conditions when posted on the Site shall supersede the prior agreement between you and TuneCore, and such revised Terms and Conditions shall constitute the entire agreement between you and TuneCore. By continuing to use or access the Site and/or Services after TuneCore makes any such modification, you agree to be legally bound by the revised Terms of Service. You may not alter the terms and conditions of the Terms of Service without TuneCore’s express written consent. Capitalized terms used herein without definition have their respective meanings assigned in the Terms of Service.

YOU UNDERSTAND THAT BY USING THE SERVICES AND YOUR TUNECORE ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THIS AMENDMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Grant of Rights.

a. By clicking the “I Agree” button, you grant to TuneCore, and agree that TuneCore shall be entitled to sublicense to INDMusic, Inc. (“INDMusic”), all rights necessary for the Artist YouTube Properties (as defined below) to become part of the INDMusic Distribution Network and be included directly in INDMusic’s partnership with YouTube for the purposes of total video views, unique impressions, inventory sales, optimization and ongoing management and reporting, among other things. For the avoidance of doubt, this will enable official advertising and messaging to be served and embedded in and displayed against content in the Artist YouTube Properties, the sale and management of which shall be handled exclusively by INDMusic. INDMusic, as sublicensee of TuneCore, shall have the exclusive right (other than YouTube’s independent, direct sales efforts, if any) to sell advertising on the Artist YouTube Properties and to collect any and all revenue generated from the Artist YouTube Properties (i.e. ad sales, Google AdSense, video ad sense, premium sponsorships, etc.), all as set forth in greater detail below.

b. As used herein, “Artist YouTube Properties” shall mean the YouTube channel(s) owned by you and located at the URL(s) provided to TuneCore on the sign-up page, and any future substantially similar YouTube channels launched by you during the Term of this agreement.

2. Channel Views/Rollup. As of the date hereof, and throughout the Term of this Agreement, all channel views for the Artist YouTube Properties shall be included or “rolled up” exclusively into INDMusic’s total numbers on YouTube and INDMusic, as sublicensee of TuneCore, shall be entitled to receive any and all payments in connection therewith directly from YouTube.

3. Quarterly Payment: “Revenue Share”. Subject to your compliance with the Terms of Service, including this agreement (and provided that you are not a consultant, affiliate or employee of TuneCore or INDMusic), for each piece of video content on the Artist YouTube Properties hereunder, you shall be entitled to receive from TuneCore eighty percent (80%) of all revenue generated from the Artist YouTube Properties on ad supported video views that such video content generates via online distribution on the Artist YouTube Properties on a worldwide basis (in territories where ad monetization and reporting are provided by YouTube) (“Revenue Share”). You and TuneCore agree that INDMusic, as sublicensee of TuneCore, shall use information provided to it by YouTube to determine the relevant number of ad-supported views generated and applicable hereunder. You shall receive statements as to the Revenue Share, and such monies shall be credited to your TuneCore account, within forty-five (45) days after the end of each calendar quarter for each preceding quarterly period. Once payment has been credited to your account, you will be able to withdraw all or a portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any objection relating to any accounting statement or any legal claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is initially sent to you, and you waive any longer statute of limitations that may be permitted by law. Notwithstanding the foregoing, and without limiting any other provision of the Terms of Service, TuneCore will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts owed, determined or reasonably suspected by TuneCore in its sole discretion to have resulted from: (i) Action Fraud (as defined in the section titled “Action Fraud” below), including without limitation through any clicks originating from your IP addresses or computers under your control, solicited by payment of money, false representation or request for end users to click on Ads, or (ii) fraudulent, misleading or false activities. TuneCore reserves the right to withhold or deduct payment, if applicable, pending TuneCore’s reasonable investigation of any of the foregoing or any breach of the Terms of Service by you.

4. Ownership / Control. You shall retain full control and ownership of, and absolute liability for, the Artist YouTube Properties and all content contained therein. This shall include creation, procurement, and uploading of any and all content therein, and the ongoing management and look and feel of the Artist YouTube Properties. Neither TuneCore nor INDMusic shall have the ability to upload content, alter the design or layout, etc. of the Artist YouTube Properties; provided, however, that TuneCore or INDMusic may require you to remove content immediately upon any notice of copyright violation, or violation of any party’s rights, or concern thereof. Any video content or other content (text, annotations, or otherwise) that is in violation of the terms of this agreement or violations of YouTube’s, TuneCore’s and/or INDMusic’s terms, policies or other business interests, shall also be removed immediately upon request. You shall not use annotations or other similar YouTube tools and features in a manner that would conflict or interfere with INDMusic’s sales efforts and ongoing advertising campaigns. You may be asked to include the INDMusic logo in a mutually agreed upon location on the Artist YouTube Properties to denote that the Artist YouTube Properties are part of the INDMusic Distribution Network.

5. Exclusive Right to Sell Artist YouTube Properties. INDMusic, as sublicensee of TuneCore, will have the exclusive right (other than YouTube’s independent, direct sales efforts, if any), throughout the Term of this agreement, to represent, sell, and manage any and all ad inventory on the Artist YouTube Properties, including but not limited to any ad sales or sponsorship opportunities against content contained therein, inclusion of advertising by ad networks, usage of annotations and related features insofar as such usage is part of an advertising campaign, and the serving and monitoring of all campaigns. INDMusic will collect all revenues generated from the Artist YouTube Properties directly (including, for example, through AdSense, Video AdSense, YouTube direct sales, INDMusic’s direct sales, or sales by any other party on the Artist YouTube Properties), and then pay such revenues to TuneCore, such that TuneCore shall make payments to you in accordance with this agreement (as set forth above). INDMusic, as sublicensee of TuneCore, shall have the right to turn YouTube’s ad sales “off” (i.e., not allow YouTube to sell the Artist YouTube Properties directly or through AdSense). You understand and agree that neither you nor any third party shall have the right to sell advertising of any kind or monetize the Artist YouTube Properties other than through TuneCore under the terms of this agreement or with TuneCore’s express written approval if otherwise. You may sell so-called “branded integrations” or “product placements” independently and you shall be entitled to 100% of any revenue in connection therewith; provided, however, that any such opportunities to you must first be approved by TuneCore and the timing and manner of such integration or placement shall be in coordination with INDMusic, as sublicensee of TuneCore. INDMusic may also sell such product placements or integrations with respect to content on Artist YouTube Properties, provided that any such opportunity and terms associated therewith are approved by you.

6. Action Fraud. You will not, and will not authorize any party to, directly or indirectly, generate automated, fraudulent or otherwise invalid advertising actions. If, in TuneCore’s reasonable business judgment, activity related to content on Artist YouTube Properties is suspected or determined to be so-called “action fraud”, “click fraud” or “impression fraud”, or fraud of any other kind, whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or “bots”) to click on any form of response mechanism, annotation or advertising unit, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser, for example, by clicking on an ad unit for the purpose of generating an improper click value and generating revenue (collectively, “Action Fraud”), TuneCore may withhold any payments owed and have the right to terminate this agreement until such time as the matter is resolved to TuneCore’s satisfaction.

7. Access to Your YouTube Accounts / Reporting to You. You shall provide INDMusic, as sublicensee of TuneCore, with all necessary access and controls to your YouTube account(s) in connection with the various Artist YouTube Properties to enable the Artist YouTube Properties to become part of the INDMusic Distribution Network’s partnership with YouTube, including for example in INDMusic’s YouTube “CMS” or content management system. This access shall be limited only to INDMusic employees or contractors on a need-to-know or need-to-use basis, and shall only be used for purposes necessary to further the subject matter of this agreement (i.e., to monitor traffic, views, prepare reports, check AdSense numbers, etc.). TuneCore agrees to provide you with a true and correct version of the most then-current report TuneCore receives with respect to the Artist YouTube Properties, on no less than a quarterly basis, and at any time upon reasonable request by you but in no event later than five (5) business days after such request. In addition, you reserve the right to confirm the accuracy of the report directly with YouTube.

8. Term/Termination/Survival. The term (“Term”) of this agreement shall commence on the date that you click the "I Agree" button and shall continue for the duration of the Administration Term, unless you give TuneCore written notice at least sixty (60) days prior to the end of the period then in effect. For the avoidance of doubt, upon the termination of the Administration Amendment, this agreement shall also terminate. If you contemplate entering into a similar relationship with another third party following the termination of this agreement, you agree always to provide TuneCore with a first opportunity to negotiate and a last right of refusal in connection therewith. The parties agree to negotiate any such terms in good faith and promptly and, if no agreement can be reached within a period of thirty (30) days, then you shall be free to continue without further obligation to TuneCore. Notwithstanding anything to the contrary contained herein or elsewhere in the Terms of Service: (A) you may terminate this agreement at any time in the event that (i) TuneCore is in material breach of this agreement and such breach remains uncured for a period of more than thirty (30) business days following notice to TuneCore of such breach, or (ii) you cease business operations provided, in this event, that your existing content on the Artist YouTube Properties shall remain on YouTube and under the terms of this agreement continue to be represented exclusively by TuneCore, and that you not create a similar or competitive YouTube channel for a period of one (1) year after such termination; (B) TuneCore may in its sole discretion terminate this agreement at any time, with or without cause, upon the provision to you of thirty (30) days notice at the address or email provided to TuneCore by you. Upon any such termination by either party, neither party shall have any further obligation, rights or duties to the other party, except: (x) that any payments owed by TuneCore to you prior to the date of termination shall still be deemed payable, and (y) the following provisions of this agreement shall survive: 8, 10, 11, 12, 13, and 14.

9. Rights & Grants. You hereby grant to TuneCore, and agree that TuneCore may sub-license to INDMusic, any and all necessary rights and licenses it may need to effect the terms of this agreement, including for example the right to use your name and logo, registered marks if any, names of properties, etc., and to represent INDMusic, as sublicensee of TuneCore, as the exclusive representative of any ad inventory/ad units (other than YouTube as and if applicable) for the Artist YouTube Properties.

10. Independent Responsibilities. Each party agrees that it will be fully responsible and liable for its own content and any and all third party claims that may arise from its properties, sites, and content. For the avoidance of doubt, as between TuneCore and you, TuneCore shall be responsible for the content of INDMusic and any and all third party claims that may arise from INDMusic’s properties, sites and content. This agreement confers no ownership or control and does not constitute a “partnership” or “joint venture” within the legal/corporate meanings of those terms. The parties remain independent of each other and maintain their liabilities as their own. Each party remains responsible for any and all permissions, rights or clearances it may need in connection with its own business, site, or YouTube channel operations, and responsible for any risks, liabilities, fees or payments it may be required to make in connection therewith or in connection with their respective content.

11. Confidentiality. You understand and acknowledge that the existence of and terms of this agreement shall be strictly confidential. You shall not, without the express written consent of TuneCore, disclose the terms of this agreement or any other information disclosed by TuneCore (or INDMusic, as sublicensee of TuneCore), to you to any third party, nor to any employees, contractors, vendors, consultants or affiliates other than those employees who have an actual need to know such information in order to perform their duties. You shall refer any questions that you may receive in connection herewith to your contact at TuneCore for guidance on how to appropriately respond. Any questions you have with respect to YouTube, other distribution opportunities, sponsorship opportunities, etc., shall also be addressed directly to your contact at TuneCore.

12. Representations and Warranties; Indemnity. You represent and warrant that: (a) you have the full right and power to make and perform this agreement without the consent of any third party; (b) you have any and all necessary rights or clearances you may need in connection with the Artist YouTube Properties (to the extent it would be necessary for the specific use, i.e., display on YouTube); (c) that INDMusic’s use of, and sale of advertising on, the Artist YouTube Properties as set forth herein will not infringe on the rights of any person or entity, defame any person or entity, or violate any right of publicity or privacy of any person or entity; and (d) that you will not include in any Artist YouTube Properties any content or materials that would violate any of YouTube’s and/or TuneCore’s and/or INDMusic’s general terms and/or policies. You further represent that you are at least 18 years of age or otherwise legally capable of entering into binding agreements such as this and including this one. Each party shall be solely responsible for the payment of all its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder. In the unlikely event that you are deemed an employee of TuneCore or INDMusic for any reason, you shall indemnify TuneCore and INDMusic, as sublicensee of TuneCore, and hold them harmless against all related liability or expenses related to compensation and benefits as an employee, including taxes, penalties, accounting fees, and attorney’s fees. You, TuneCore and INDMusic shall notify the others if any becomes aware of such a claim by any state or federal entity; and you will not represent to any third party that you and TuneCore or INDMusic are partners or joint ventures, nor that you can bind TuneCore or INDMusic to any agreement with anyone else. You will not enter into any agreements that conflict with or are inconsistent with this agreement. You agree to defend, indemnify and hold harmless TuneCore and INDMusic (and their employees, successors, licensees, and permitted assigns) from and against any and all actions, causes of actions, liabilities, damages, costs, and expenses, including, reasonable attorneys’ fees and costs, and expenses arising out of any breach by you of any of the obligations, agreements, representations and/or warranties made hereunder.

13. Assignment. You understand and agree that TuneCore may freely assign this agreement, or sub-license any or all of the rights granted herein (including, without limitation, to INDMusic); however, because the subject matter hereof is personal to you and your content, you may not assign this agreement to any party without TuneCore’s prior written consent.

14. Your Responsibility for Personnel. You and all personnel supplied directly by you shall be deemed employees or subcontractors of yours and will not be considered employees, agents or subcontractors of TuneCore or INDMusic for any purpose whatsoever. You assume full responsibility for the actions of all such personnel and for the payment of their compensation (including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes), workers’ compensation, disability benefits and the like to the extent applicable to the personnel involved. Notwithstanding and without in any way limiting any terms and conditions set forth in this agreement, all subcontractors of yours shall be deemed to have made all of your representations and warranties set forth herein and shall be subject to any obligations of yours hereunder, and, if requested by TuneCore, you shall obtain from each subcontractor its written consent to and acknowledgement of the terms of this agreement. You shall be responsible for any breach by any subcontractor of any representations, warranties or obligations set forth in this agreement. For the sake of clarity, this is not an agreement for the performance of any services.