Last updated: March 30, 2023
Please read the following terms and conditions carefully. These terms and conditions, as well as the copyright policy (the “Copyright Policy”) the Social Platforms Terms of Service (if applicable), 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. You hereby agree that any modification of these Terms of Service shall not be interpreted to reflect upon the strength of any provisions in any earlier iteration of these Terms of Service. 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 each is defined below) by, without limitation, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, and cloud services. You and Company agree that the Internet consumer stores (“Consumer Stores”) (e.g., Apple Music, Amazon, Spotify, Deezer, Tidal, etc.) 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 (the “Territory”) and during the Term (as defined in Section 7 below), the non-exclusive right:
i. to sell, copy, reproduce, communicate to the public, 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;
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; and
iv. to authorize the creation, use and exploitation of User Generated Content (as defined in Section 11 below) through any and all Consumer Stores.
(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 not to engage in (or to permit, encourage, enlist, retain, or employ third parties to engage in), activities that, in Company’s sole discretion, constitute Streaming Manipulation.
i. “Streaming Manipulation” means any activity and/or method which involves the artificial creation, by human or non-human means, of online or offline plays on audio and/or audio-visual streaming services, where such plays do not represent bona fide end-user listening and/or views initiated by genuine consumers and taking place in the reporting country. Streaming Manipulation may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, follow counts, engagement activity, or other key metrics used by the Services and/or any Consumer Store, through the use of (A) bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of activities undertaken with respect to either individual or groups of Recordings in order to artificially improve chart positioning, increase market share, increase royalty or other payments, or for any other fraudulent or dishonest purposes.
ii. You should be aware that Streaming Manipulation may be the result of the actions of a third party, such as a promotion or marketing company, record label or music distributor, acting on behalf of an artist or on its own behalf. You are encouraged to investigate and vet any companies or individuals you may enlist, retain, or employ to promote or market your music, as you may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that relates to your Recordings is a violation of these Terms of Service.
iii. The factors used to determine whether any particular consumption or marketing activity is Streaming Manipulation will vary according to the specific circumstances of each case and the examples and descriptions of Streaming Manipulation set forth herein are not intended to be exhaustive.
iv. Certain Consumer Stores that use your Recordings may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon you hereunder.
(e) In the event that Company has, in its good faith discretion, reason to suspect that your account or Recordings have been subjected to, involved in, or generated revenue from: violating the Terms of Service; fraud; infringement of copyright, trademark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Manipulation (collectively, “Improper Conduct”), Company reserves the right to (i) discontinue the posting of income, including any Net Income or other payments to your account, (ii) block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained and Company determines, in its good faith discretion, that such funds are not attributable to Improper Conduct, and (iii) remove any or all of your Recordings from any or all Consumer Stores. You further agree that any revenue currently in your account and/or any past earnings which are attributable to Improper Conduct will be forfeited and/or returned by you (as applicable), if Company determines, in its good faith discretion, that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct.
(f) You further agree to the following:
i. You agree to provide Company with any information reasonably requested by Company as part of its investigation into Improper Conduct.
ii. You agree that if a Consumer Store notifies Company that any of your Recordings have generated revenue, plays, or streams as a result of Improper Conduct, such notice will serve as sufficient evidence for Company to determine, in its good faith discretion, that such revenues or plays are the result of Improper Conduct.
iii. Upon Company’s determination that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct, you agree that all revenue in your account that has been frozen by Company is forfeited, regardless of whether it was generated from any specific Recording(s) or Consumer Store.
iv. You agree that Company’s good faith determination of Improper Conduct can be based on streaming or other activity that is the same or similar to cases that the Company has previously determined involved Improper Conduct.
v. The payment of revenues to you by Company does not constitute Company’s acknowledgement that such revenues were not the result of Improper Conduct.
vi. Company has no duty to investigate Improper Conduct unless and until it freezes revenues in your account.
vii. If Company determines that revenues generated to your account are the result of Improper Conduct, and such revenues have already been paid out to you, you agree to return such revenues to Company (or Company may, in its sole discretion, deduct such amounts from the current balance in your account or from any future revenue that would otherwise be payable to you hereunder).
viii. Company shall have the right to retain and/or redistribute to third parties, any funds (or the monetary equivalent thereof), which TuneCore determines in its good faith discretion, are attributable to Improper Conduct.
ix. 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.
x. To the extent that Company, in its good faith discretion, determines that any Improper Conduct was caused by you or your affiliates’ actions or omissions or by any third party acting on your behalf or at your direction, 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.
xi. If in Company’s reasonable business judgment it elects to engage an attorney to review potential Improper Conduct or review and/or respond to any third-party allegation of Improper Conduct by you or associated with your account or Recordings, 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”) the cost of such engagement, but at a minimum Three Hundred Dollars ($300), to offset the costs of associated legal fees and expenses.
(g) Company shall have the right, but not the obligation, to review and/or monitor any activity and content uploaded by you. Company may investigate any complaints or any reported violation of its policies and may take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials you may have uploaded. You agree that Company reserves the right and may terminate your account in its sole discretion for any reason and at any time, including if, in Company’s good faith discretion, you are believed to have engaged in Improper Conduct.
(h) In the event you opt to distribute your Recordings via Social Platforms (as defined below), the Social Platforms Terms of Service shall apply to you. Please see Social Platforms Terms of Service for further information. “Social Platforms” as used herein shall mean (I) Meta and any Meta properties, meaning Facebook, Messenger (including as integrated (partially or wholly) with other Meta messaging services other than WhatsApp), Instagram, Portal, and Oculus, and all properties owned and/or operated by Meta Platforms, Inc. or its affiliates that are integrated with the foregoing (by way of example, Lasso, IGTV, SparkAR, MicDrop, Gaming), including in each case, all features and functionality thereof (including live streaming functionality), and all players, pages, tools and APIs, in each case, owned and controlled by Meta or its affiliates, and including in each case, successor and derivative versions (the “Meta Platforms”), (II) TikTok, and/or, (III) YouTube, including all mirror and/or derivative sites and all replacement, successor and/or international versions thereof (the “YouTube Platforms”), including, but not limited to, YouTube Music, the YouTube video player and YouTube websites, applications (e.g., YouTube main app, YouTube Music app), APIs, embeds, products and services, and any of the foregoing that are made available for syndication as well as TuneCore’s YouTube sound recording monetization and revenue collection service (“YouTube Monetization”).
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, provided that Company reserves the right to convert audio files of the Recordings as necessary to meet the format and/or file size requirements of all Consumer Stores. In addition, Company will have the right to correct metadata errors to meet Consumer Store requirements. Company undertakes to provide your Recordings to Consumer Stores as quickly as possible, with timelines ranging from a few hours, to a few days, to several weeks in order for the particular Consumer Stores to ingest and make your Recordings available to customers. 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 (i) any tax, fee, or other charge related to the Sale of your Recordings and/or the remittance of payments to you; and (ii) any revenue paid to a Split Collaborator via the “TuneCore Splits” feature, as set forth below, if applicable. 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) 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.
(e) Eligible TuneCore account owners can direct a portion of their income to other eligible TuneCore accounts (referred to herein as “Split Collaborator(s)”) using the “TuneCore Splits” feature, as set forth herein. In order to create a split payment for a Recording, you will need to (i) distribute the Recording using a “Rising Artist”, “Breakout Artist”, or “Professional” plan (Recordings distributed under a New Artist Plan are not eligible for split payments); and (ii) provide Company with the email address associated with each Split Collaborator’s account and the percentage of revenue that each Split Collaborator will receive. In order to receive a split payment as a Split Collaborator, you need to have a valid TuneCore account using a Rising Artist, Breakout Artist, or Professional tier plan, or a New Artist plan with the “TuneCore Splits Collaborator” add-on. Once a split has been created, in order to receive their share of revenue, each Split Collaborator must confirm the details of their revenue split. In the event that a revenue split is directed to an ineligible TuneCore account or email address, is not confirmed by a Split Collaborator, or is otherwise invalid, the portion of the revenue attributed to that payee will continue to be paid to the TuneCore account owner who created the split.
(f) Sales via certain Consumer Stores, services and/or other revenue sources may not be eligible for split payments. Such ineligible income sources may include revenue derived from (i) the exploitation of the rights in the underlying musical compositions embodied in Recordings; (ii) the exploitation of Recordings on Meta Platforms; (iii) YouTube Monetization of Recordings; and (iv) Tidal direct artist payments.
(g) TuneCore account owners are solely responsible for all charges, fees, duties, taxes, and assessments that are payable in connection with Sales of Recordings via their TuneCore account, including any portion(s) of such income that may be paid to a Split Collaborator.
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 such cases, 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 you 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: (i) you are at least eighteen (18) years of age and you have the full right, power and authority to enter into this agreement and to grant to Company all rights specified herein; (ii) 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, moral rights or other rights of any person or entity, under the laws of any jurisdiction; and (iii) 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. Such fees cover Company’s administrative expenses, distribution and artist support services, and on-going manual maintenance of your Recordings with Consumer Stores to meet their technical requirements and specifications and the performance of such work by Company represents a principal and indivisible part of the Services. 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, 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 and/or as a result of any portion(s) of income that may be paid by you to a Split Collaborator, if applicable. 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.
(a) 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.
(b) From time to time during the Term, individual Consumer Stores may make changes to their platform, including, but not limited to, adding or removing specific services or products, developing and beta testing new products, running promotions, and creating alternate royalty calculations and/or pricing structures (individually and collectively, “New Store Development(s)”). By entering into this agreement, you understand that as part of the Services, in connection with any Consumer Stores which you select and approve distribution to, you may be automatically opted into such New Store Developments made by such Consumer Stores during the Term. In such case, your sole remedy to opt out of such New Store Development will be to (i) opt out of the specific New Store Development (if permitted by Company and/or the applicable Consumer Store, in each’s discretion); (ii) opt out of distributing to such Consumer Store entirely; or (iii) to terminate this agreement.
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.USER GENERATED CONTENT
You agree that Company shall have the right to authorize the creation, use and exploitation of User Generated Content embodying your Recordings, artwork, and other material provided by you in connection with the Recordings, as permitted and enabled by the features of the applicable Consumer Stores you opt to distribute your Recordings to. As used herein, “User Generated Content” shall mean derivative works embodying your Recordings, artwork (including single and album artwork), and other material provided by you in connection with the Recordings which are created by third parties (such as users of Consumer Stores) and distributed and exploited via Consumer Stores. User Generated Content includes, but is not limited to: (i) videos and visual images synchronized in time relation with musical recordings; (ii) audio or audiovisual “remixes” which combine two or more recordings which may be edited together, mixed, remixed, edited or “mashed up”; (iii) visual or audiovisual material which manipulates still or visual images through editing and filters and (iv) other adaptations, alterations and manipulations of the Recordings, artwork and other material provided by you, by third parties. Notwithstanding the foregoing, you hereby expressly waive any rights of “droit moral” that may be afforded to you under the laws of any country either as an author, composer, performer, producer or in any other capacity in connection with the Recordings hereunder.
12.LEGAL PROCEEDINGS.
(a) You hereby irrevocably authorize and appoint Company, its licensees, assignees, agents, and attorneys, to institute in your name and/or Company, any claims, demands, action or proceedings (each, a “Claim”) which Company shall reasonably think necessary and proper for the protection and enforcement of the rights granted to Company hereunder. Any Claim shall be instituted and maintained by Company in good faith and at Company’s expense, except that any Claim recovery shall first be utilized in the reimbursement of all costs incurred in obtaining the same and any remaining balance shall be distributed subject to the terms, conditions and methodologies generally applied by Company to all royalty participants in the settlement or recovery concerned.
(b) You and Company agree that you and Company may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, you agree that the court may not consolidate proceedings of more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
13.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) As used herein, “Force Majeure Event” shall mean strikes, acts of God (including, but not limited to, natural disasters and disease outbreaks including epidemics and pandemics), government restrictions, civil disturbances, wars, acts of public enemies, riots, insurrections, cyber-attacks, sabotage, blockage, embargo, sanctions, market shortage of resources or materials or other conditions beyond Company and/or Company’s third-party service providers’ control. The failure of Company to comply with the terms and conditions herein because of a Force Majeure Event, will not be deemed a breach of this Agreement by Company. In the event that a Force Majeure Event prevents Company from posting Net Income to your TuneCore account and/or prevents you from withdrawing all or any portion of Net Income from your TuneCore account, Company shall be excused from making any Net Income payments due during the Force Majeure Event; and any such Net Income payments shall be paid after the conclusion of the Force Majeure Event. Notwithstanding the foregoing, in the event that Company anticipates that a Force Majeure Event will prevent the payment to you of Net Income indefinitely or that a Force Majeure Event may permanently prevent you from receiving or withdrawing Net Income, Company shall use best efforts to provide you with prior written notice of such anticipated Force Majeure Event and the possibility that you may not be able to receive Net Income. In such instances, (i) you shall have the right to terminate your TuneCore account at any time while the Force Majeure Event preventing payment to you continues; and (ii) Company shall not be liable to you for any portion of Net Income which is unable to be paid to you after the date Company has provided you with such written notice.
(e) 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).
(f) 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 [email protected] 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.
(g) 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.
(h) 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.
(i) 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 13(e) 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.
(j) 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).
(k) 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.
(l) You hereby agree that Company may share information and data about You and/or your account (including, but not limited to, your name, contact information, and/or other account information) with certain third parties, if required to do so by law or in the good faith belief that such action is necessary to (i) comply with legal or regulatory obligations, or other lawful requests by public authorities, including to meet national security or law enforcement requirements, (ii) protect and defend our rights or property, (iii) prevent fraud, (iv) act in urgent circumstances to protect the personal safety of users of the Services, or the public, or (v) protect against legal liability, including, but not limited to, to protect Company from liability in connection with claims by third parties that materials provided by you to Company hereunder infringe on the rights of a third party.
(m) If an audiovisual master is rejected by a Consumer Store because it does not meet that store’s technical or editorial specifications, you may be required to 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.
These Terms and Conditions were last revised and are effective as of April 1, 2021.
The following Publishing Administration Terms and Conditions (the “Publishing Administration Terms”) apply to users of www.tunecore.com, its associated websites and other digital properties (collectively, the “TuneCore Sites”), which are owned and operated by TuneCore, Inc. (“TuneCore”). TuneCore is also referred to as “Publisher”, “us” or “we” throughout the Publishing Administration Terms and in connection with your use of the TuneCore Sites and the use of any content, information, products and/or the publishing administration services herein (collectively, the “Publishing Administration Services”). The Publishing Administration Terms represent a legally binding agreement between you, an individual user or a single entity (collectively or individually “Users”) and TuneCore regarding your use of the Publishing Administration Services. Together, Users and TuneCore are each referred to herein individually as a “Party” or collectively as the “Parties”. When using the TuneCore Sites, you will be subject to (i) the Terms and Conditions available at www.tunecore.com/terms (the “Core Terms”; capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Core Terms); (ii) any additional posted supplemental terms or rules applicable to specific services and features which may be posted from time to time on the applicable site (the “Supplemental Terms”); and (iii) any other binding agreements entered into between you and TuneCore. These Publishing Administration Terms constitute “Supplemental Terms".
BEFORE USING THE PUBLISHING ADMINISTRATION SERVICES, PLEASE READ THE FOLLOWING PUBLISHING ADMINISTRATION TERMS CAREFULLY. BY REGISTERING FOR AND/OR USING THE PUBLISHING ADMINISTRATION SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE PUBLISHING ADMINISTRATION TERMS, THE CORE TERMS, ANY OTHER APPLICABLE SUPPLEMENTAL TERMS AND FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE TERMINATE YOUR USE OF THE TUNECORE SITES.
Grant of Rights.
1.1 During the Term (as defined in Section 5.1 below), you hereby grant to Publisher, throughout the world (the “Territory”), the sole and exclusive right to be the administrator of the musical compositions owned or controlled by you, to the full extent of your interest therein, and submitted by you to Publisher during the Term (the “Compositions”), excluding “traditional” synchronization licensing of the Compositions for use in film, television and advertising, which rights are retained by you. Except as provided in the preceding sentence, Publisher’s administration rights include, without limitation, the sole and exclusive right, as follows:
(a) To register the Compositions, if you have not already done so, with the relevant performing rights organizations, as well as any and all other licensing agencies;
(b) To reproduce, encode, manufacture, distribute and sell records embodying one or more Compositions, physically, digitally and electronically or in any other format or media;
(c) To perform and license others to perform the Compositions publicly or privately, for profit or otherwise, by means of public or private performance, by broadcast or digital formats, on radio, television, Internet or by any other means or media now known or hereafter developed;
(d) To publish, or license others to publish, printed versions of the Compositions, in all forms, including sheet music and lyric licensing;
(e) To make arrangements of, or otherwise adapt, change or translate, any Composition in any manner, including the right to: (i) record or re-record a Composition in a foreign language; (ii) add new lyrics and/or music to any Composition; (iii) license “cover versions” of a Composition; and (iv) grant licenses to third parties authorizing interpolations and/or “sampling” of the Compositions;
(f) To grant, administer and collect monies under audio-only blanket licenses and audio-visual blanket synchronization licenses (e.g., “micro-synchronization” licensing) of the Compositions for the use of Compositions in “art tracks”, user-generated videos on sites and services such as YouTube, Facebook, TikTok) and other audio-visual programs. In connection with YouTube or any other consumer facing third party digital sites, Publisher’s rights shall include the right to identify, claim and monetize videos containing Compositions by allowing the display of advertising;
(g) 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 Publisher’s business;
(h) To authorize or license third parties to exercise any of the rights granted to Publisher hereunder; and
(i) Subject to the terms and conditions set forth herein, to collect all income earned from the exploitation of the rights granted herein.
1.2 In connection with the aforementioned grant of rights, you hereby appoint Publisher 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 Publisher’s and/or your name and to take any other action in Publisher’s and/or your name which in the reasonable business judgment of Publisher is necessary or desirable to carry out the purposes of this agreement.
Payments.
2.1 “Gross Receipts” as used in these Publishing Administration Terms shall mean all revenue derived from the exploitation of the rights in the Compositions granted to Publisher herein, which are actually received by Publisher, solely allowing for the deduction of arrangers’, adaptors and translators fees and royalties (subject always to local collection society rules and practices), any tax deductions and/or standard commissions deducted by bona fide collection agencies and/or societies operating at arm’s length, and subpublisher and/or administrator fees and/or commissions in any part of the Territory. Publisher shall have the right to collect all Gross Receipts including any monies earned by the Compositions prior to the commencement of the Term but not yet collected.
You shall receive eighty-five percent (85%) of Gross Receipts derived from the exploitation of Compositions in the Territory, including but not limited to mechanical royalties, print income and the so-called “publisher’s share” of public performance income. Publisher shall be permitted to retain fifteen percent (15%) of Gross Receipts.
For the avoidance of doubt, the payments to you set forth above are inclusive of all songwriter royalties, not including the “writer’s share” of public performance income which you shall receive from your designated performance society (the “PRO”). In the event that any Compositions are created in whole or in part by you, and you are not a member of a PRO and elect not to affiliate with a PRO during the Term, then, subject to the rules and regulations of the PRO’s, as between you and Publisher, Publisher shall where possible have the right to collect and receive so-called “writer’s share” in addition to the so-called “publisher’s share” of performance income generated by the relevant Compositions.
2.2 You shall receive statements as to your share of Gross Receipts, and such monies shall be 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 of the balance of your account, 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. No general objection, including, but not limited to, a general claim of over-reporting of deductions or underreporting of income, shall be deemed a valid objection. Similarly, in the event there is an over-reporting of income to you, or if you are paid any share of Gross Receipts from any third party that should have been paid to Publisher hereunder, Publisher shall have the right to deduct any overpayments, or Publisher’s portion of any income that should have been paid to Publisher, from any income otherwise payable to you, now or accruing in the future, from this agreement or under any other agreement between you and TuneCore.
2.3 The Gross Receipts posted to your TuneCore account will be pooled in an interest-bearing bank account with the Gross Receipts of other TuneCore customers until you withdraw such funds. You agree that you will not receive interest or other earnings on the Gross Receipts that Publisher handles as your agent and places in such pooled account. In consideration for your use of the Publishing Administration Services, you irrevocably transfer and assign to Publisher any ownership right that you may have in any interest that may accrue on Gross Receipts held in such pooled account. In addition to or instead of earning interest on such pooled account, Publisher may receive a reduction in fees or expenses charged for banking services by the banks that hold your Gross Receipts.
2.4 In the event that Publisher has, in its good faith discretion, reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, Publisher reserves the right to discontinue the posting of Gross Receipts to your account and block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Publisher is obtained. Furthermore, you agree that such revenues will be forfeited by you if Publisher 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 Publisher (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Publisher from any monies otherwise payable to you hereunder. Certain of Publisher’s licensees may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies and such policies shall be binding upon you hereunder.
2.5 In the event that Publisher 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 Publisher may freeze any and all revenues in your account that are received in connection with the disputed Composition(s) or other materials submitted by you, and that such revenues will be forfeited by you if Publisher determines, in its good faith discretion, they are the result of fraud and/or infringement. Furthermore, if in Publisher's reasonable business judgment, it elects to engage an attorney to review and/or respond to such claim, Publisher shall, in its sole discretion, have the right to deduct from your account or charge any Payment Method (as defined in the Core Terms) a minimum of Three Hundred Dollars (USD $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, if any, to and any permissions required from, songwriters, licensors, income participants and other third parties to whom you are obligated to pay a portion of the income derived 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 Publisher and hold Publisher 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 set forth herein.
4. Fees.
4.1 You shall pay Publisher a one-time, non-refundable fee (the “Set Up Fee”), as set forth on Publisher’s website, to cover Publisher’s administrative expenses with respect to registration of your Compositions throughout the Territory.
4.2 You agree that Publisher is authorized to deduct the Set Up Fee, any applicable taxes and other charges you may incur in connection with your use of the Publishing Administration Services directly from your TuneCore account or charge such fees to any payment method you provide to Publisher (such as a PayPal account, credit card or debit card) (each a “Payment Method"). For the avoidance of doubt, if you or Publisher 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 the Terms, Publisher will be entitled to recoup the Set Up 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 Publisher 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 Publisher’s sole discretion.
5. Term.
5.1 The “Term” of this agreement shall be for an initial period of one (1) year, commencing on the date the Set Up Fee (as defined above) is received and processed by Publisher and continuing through the end of the calendar quarter in which Publisher receives your cancellation notice. After the initial period, the Term shall automatically renew and extend for additional quarterly periods unless you give Publisher written notice of termination at least thirty (30) days prior to the end of the period then in effect.
5.2 Publisher shall have the right to collect all income relating to the Compositions earned prior to the beginning of, and during, the Term. After the Term, Publisher shall have the right to a twelve (12) month post-Term collection period to collect any and all income earned during the Term but not yet paid (the “Post-Term Period”). If Publisher receives income that was earned after the Post-Term Period from a collection society, licensee or any other entity due to their acts or omissions or your failure to update third parties of the expiration of this agreement, you acknowledge that Publisher’s receipt will not be a violation of this agreement. Publisher will continue to account to you for all such income on the terms set forth herein.
6. Warranties; Representations; Indemnities.
6.1 You warrant and represent that: (i) you are at least eighteen (18) years of age; (ii) you have the full right and authority to enter into and fully perform this agreement and to grant to Publisher all rights specified herein; (iii) the exercise by Publisher of any and all rights with respect to the Compositions, including music, title and/or lyrics, will not violate or infringe upon any common law or statutory rights of any person, firm or corporation including without limitation contractual rights, copyrights and rights of privacy; (iv) the rights granted herein are free and clear of any claims, demands, liens or encumbrances and (v) none of the Compositions are defamatory or obscene. Without limiting the foregoing, no consent of any third party is required, nor shall it be required, in order to effectuate the rights granted by you to Publisher hereunder.
6.2 Furthermore, you warrant and represent that all registration and information that you submit to Publisher is and will remain truthful and accurate. In the event that Publisher receives notice with respect to a discrepancy or inaccuracy on the registration of a Composition(s), Publisher shall have the right to suspend payments in connection with the Composition(s) in question until such discrepancy or inaccuracy is resolved.
6.3 You shall defend and indemnify Publisher and any of its affiliates (including any directors, members, officers, employees, sub-publishers and other representatives) and hold them harmless against any third party claims, damages, losses and expenses, including reasonable attorneys’ fees and expenses, arising out of any alleged breach or breach by you of any warranty, representation or agreement made herein, or pertaining to any act or omission made by you or under your direction or control. You will reimburse Publisher for any payment made at any time after the date hereof in respect of any liability or claim for which Publisher is entitled to be indemnified. Alternatively, Publisher may elect to deduct such payment from any income otherwise payable to you hereunder or under any other agreement between you and TuneCore.
Legal Proceedings & Settlements.
7.1 Notwithstanding the provisions of Section 6.3 above, Publisher 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, Publisher shall not settle claims without your consent (other than as set forth in Section 7.2 below). In the event of a recovery by Publisher or you of any monies as a result of a judgment or settlement, such monies shall be divided between you and Publisher in the same shares as provided for in Section 2 above, 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 Publisher and any settlements by Publisher 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 Publishing Administration Terms, and your indemnity payments shall be paid to Publisher from any and all sums that may become due to you under any and all accounts owned by you and administered by Publisher or promptly upon demand by Publisher.
7.2 Notwithstanding anything to the contrary contained herein, Publisher shall have the right, but not the obligation, to opt its catalog of administered compositions (including the Compositions) into licensing arrangements and industry-wide settlements for the recovery of royalties presented and endorsed by advocacy groups such as the National Music Publishers Association without your prior consent.
Documents.
8.1 At Publisher’s request, you shall execute and deliver to Publisher any documents needed regarding the granted rights of Publisher in the Compositions, and if you fail to do so within ten (10) business days following Publisher’s request therefor, Publisher may sign such documents in your name.
8.2 Concurrently with your acceptance of the Publishing Administration Terms, you will supply Publisher with copies of any existing licenses or other agreements concerning the Compositions. You further agree to notify Publisher of each recorded version of any Composition during the Term as soon as reasonably practicable after you become aware thereof. If and to the extent that you fail to provide to Publisher any of the materials and information referred to in this section, Publisher’s rights in and to the Compositions shall not be impaired as a result thereof. Publisher 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.
9. Terms and Conditions Updates; Cancellation.
9.1 Publisher reserves the right to modify the Publishing Administration Terms at any time and/or to include new provisions and/or conditions regarding your use of the TuneCore Sites. Publisher will notify you of any material changes to the Publishing Administration Terms and you shall have the right to terminate the Term if you do not wish to accept them. Otherwise, if you continue to use the TuneCore Sites and do not terminate, such modifications and updates will be deemed accepted and incorporated into these Publishing Administration Terms.
9.2 Other than as set forth above, you shall have the right cancel the Term at any time after one (1) year, by filling out and sending back the following notice: [__________________]. Cancellation shall be effective at the end of the calendar quarter in which we receive such cancellation notice, subject to our Post-Term Period and collection rights of the relevant performance, licensing and other collection rights organizations.
Terms and Conditions Violations; Termination. You agree that Publisher may terminate any account (or any part thereof) you may have through the Sites or your use of the Sites and Publisher may remove and discard all or any part of your account, at any time for any reason (including without limitation your violation of these Publishing Administration Terms) or no reason, at Publisher’s sole discretion. You agree that your access to the Sites and/or any account you may have, or any portion thereof, may be terminated without prior notice, and you agree that Publisher shall not be liable to you or any third-party for any such termination. These remedies are in addition to any other remedies Publisher may have at law or in equity.
These Terms and Conditions were last revised and are effective as of April 1, 2021.
This following Traditional Synchronization License Terms and Conditions (the “Synchronization Terms”), when accepted by you, shall constitute an additional amendment to the Publishing Administration Terms, between you and TuneCore.
Grant of Rights.
1.1 In addition to the exclusive grant of rights that you granted to Publisher hereunder, you hereby grant to Publisher, throughout the Territory and during the Term, the sole and exclusive right to negotiate and license and cause others the right to license the synchronization of Compositions (and any recordings that you submit to Publisher for synchronization (the “Recordings”), if applicable) via “traditional” means, as such term is understood in the United States music publishing industry, i.e., one-off licensing for the use of your Compositions in films, television programs, advertisements, video games and other audiovisual programs.
1.2 In accordance herewith, you grant to Publisher the right to use, display and make available the Compositions and Recordings, on a streaming, royalty-free, worldwide basis, through Publisher websites, channels and profiles and/or third party affiliate sites solely intended for use by authorized persons (e.g., music supervisors) to access, listen and test audio files of the Compositions for potential third party synchronization placement.
Payments.
2.1 Publisher shall collect all Gross Receipts earned by the Compositions (and Recordings, if applicable) derived from synchronization requests received by and/or licenses initiated during the Term. “Gross Receipts” is defined as the synchronization licensing revenue received by Publisher, solely allowing for the deduction of any commissions and/or fees charged by third party synchronization licensing agents in any part of the Territory, taxes or similar charges. Gross Receipts includes any and all revenue payable for the initial licensing use, including revenue resulting from the exercise of an option, renewal or extension of a license issued by Publisher, even if such option, renewal or extension occurs after the Term. For the avoidance of doubt, following the expiration of the Term, Publisher shall have the exclusive right to issue and/or collect payment on licenses for any requests received by and/or placements initiated by Publisher during the Term.
(a) You shall receive eighty percent (80%) of Gross Receipts resulting from the synchronization of Compositions (and Recordings, if applicable) via traditional means, e.g., films, television programs, advertisements, video games and other one-off audiovisual programs. Publisher shall be permitted to retain fifty percent (50%) of Gross Receipts.
3. Except as otherwise expressly set forth herein, (a) all terms and phrases used herein shall have the same definitions as in the Publishing Administration Terms; and (b) the provisions of the Publishing Administration Terms are hereby ratified and affirmed and shall remain in full force and effect.
TuneCore respects the copyrights of others and expects its users to do the same. In compliance with the Digital Millennium Copyright Act of 1998 as embodied in 17 U.S.C. § 512 (the “DMCA”), a copy of which may be found on the United States Copyright Office website at http://www.copyright.gov/title17/92chap5.html#512, TuneCore will respond expeditiously to remove or disable access to material that is claimed to infringe copyrighted material or to be the subject of activity that infringes copyrighted material and was posted online using the TuneCore service.
DMCA Notification of Claimed Infringement
If you are a copyright owner or authorized to act on behalf of the owner of an exclusive right under copyright that is allegedly infringed, please notify TuneCore of the material that is claimed to be infringing or to be the subject of infringing activity and was posted online using the TuneCore service by completing a DMCA Notification of Claimed Infringement (the “Notification”) as described below and delivering it to TuneCore’s Designated Copyright Agent. It is important to emphasize that you should only submit a Notification if you own or control the copyrighted material that is claimed to be infringing because under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing may be liable for damages.
To be effective, the Notification must be a written communication provided to TuneCore’s Designated Copyright Agent that includes substantially the following:
Once completed, please deliver the Notification to TuneCore’s Designated Copyright Agent at:
Copyright Agent
TuneCore, Inc.
63 Pearl Street, Box #256
Brooklyn, NY 11201
[email protected]
Upon receipt of a valid Notification, TuneCore will respond expeditiously to remove or disable access to the material that is claimed to be infringing or to be the subject of infringing activity.
DMCA Counter Notification
If material you have posted online using the TuneCore service has been removed or disabled in response to a DMCA Notification of Claimed Infringement, TuneCore will promptly forward the Notification to you and inform you that it has removed or disabled access to such material. If you own or control the rights to the material you posted online using the TuneCore service and you believe that your material was removed or disabled by mistake or misidentification, you may send TuneCore’s Designated Copyright Agent a DMCA Counter Notification (the “Counter Notification) as described below. It is important to emphasize that you should only submit a Counter Notification if you own or control the copyrighted material that is claimed to be infringing because under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material was removed or disabled by mistake or misidentification may be liable for damages.
To be effective, a DMCA Counter Notification must be a written communication provided to TuneCore’s Designated Copyright Agent that includes substantially the following:
Once completed, please deliver the Counter Notification to TuneCore’s Designated Copyright Agent at:
Copyright Agent
TuneCore, Inc.
63 Pearl Street, Box #256
Brooklyn, NY 11201
[email protected]
Upon receipt of a Counter Notification, TuneCore will promptly forward it to the Claimant and inform the Claimant that TuneCore will replace the removed material or cease disabling access to it unless the Claimant notifies TuneCore’s Designated Copyright Agent within ten (10) business days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity with regard to the material posted online by you using the TuneCore service. If TuneCore receives notification that the Claimant has filed such a lawsuit, it will be unable to replace the removed material or cease disabling access to it. If TuneCore does not receive such notification, it may, in its sole discretion, replace the removed material or cease disabling access to it.
Please note that when TuneCore forwards the Counter Notification to the Claimant it includes your personal information. By submitting a Counter Notification, you consent to having your information revealed in this way. TuneCore will not forward a Counter Notification to any party other than the Claimant.
(updated January 2021)
This Cookie Management Policy (hereafter "Cookie Policy") concerns the websites and applications (hereafter the Sites") published by BELIEVE SAS, or one of its subsidiaries, including TUNECORE (hereafter "Believe", or "We", "Our"), which artists, producers, managers, independent labels, clients, fans or simple visitors use (hereafter "You", or "Your”). Its purpose is to give you all the relevant information relating to the use of cookies on our Sites.
The purpose of this cookie management policy is to inform You about the cookies that are active on Our Sites, about your rights relating to the acceptance or refusal of these cookies and their consequences, about the purposes of these cookies and the duration of their conservation.
Cookies (or trackers) are computer files containing a certain amount of information stored on Your devices (computer, smartphone, or tablet) when You visit Our Sites. Cookies are useful because they enable Us to recognise Your device/terminal when You return to Our Sites, and thus to improve Your experience and Your browsing on Our Sites or to offer You a personalised service, for example by storing information about Your preferences in order to recognise You during Your subsequent visits. Third-party companies may also deposit cookies when You visit Our Sites for purposes such as audience measurement or advertising. Only the issuer of a cookie is likely to read or modify the information contained in it. The list of these third-party companies is available on Our Sites (to be adapted if it appears in the Preferences Centre).
As editor of Our Sites, We are in charge of processing the cookies that we store there and We ensure the control of the cookies stored by third-party companies. When We determine together with a third company the purposes and the means of the cookies used, We are jointly responsible with that third party for data processing. When third parties act as subcontractors, they act in Our name and on Our behalf (e.g. advertising agencies).
You can set the cookies that you accept or refuse in the Preferences Centre accessible from any page of the Site. You can change your choices/preferences at any time. Changing or refusing certain settings may have an impact on the proper functioning of the Sites. The acceptance of cookies constitutes Your consent. If you continue browsing by closing the Preferences Centre, all cookies will be refused. In addition to the configuration options offered in the Preferences Centre, You can follow the procedure for using certain cookies specific to Your device. For more information, please contact us at: http://www.allaboutcookies.org/. We remind You that in this case, access to certain promotions or features of the Sites may be impacted. Our Sites are not necessarily compatible with browser-based do-not-track-signals.
Technical cookies are strictly necessary to enable You to navigate, to use the functionalities of the Sites, and to access secure areas (e.g. access to your account/customer area). They are activated in response to Your actions on the Sites. They do not store any personal data and do not require Your consent. Without these cookies, certain functionalities cannot be provided. You can configure your browser to block these cookies, in which case certain parts of the Site will no longer be able to function.
These are cookies that technically allow you to:
These cookies collect information about Your browsing habits so that the advertising offered is more relevant to Your interests. They are used both to limit the number of times an ad or advertising campaign is displayed and to measure its effectiveness. They are generally placed by a third-party advertising agency with Our consent. They record the websites visited and this information may be shared with advertisers. Often these cookies will be linked to a site feature provided by a third-party organisation. If you do not accept these cookies, your advertising will be less targeted.
These cookies allow You to share Your experience on social networks (Facebook, Twitter, Instagram, Google Plus, Pinterest, etc.) and/or music platforms (Deezer, Spotify, Apple Music, etc.). These cookies are not under the control of BELIEVE. Even if You do not use the share buttons or associated applications, it is possible that social networks may follow Your navigation if Your session/account is open on Your computer at that time. This collection of information may be linked to advertising or targeting activities in accordance with the privacy or confidentiality protection policy specific to each social network.
You can choose to accept or decline all optional cookies and change Your choices at any time via the Preferences Centre.
We store cookies for 6 months, except for certain audience measurement cookies which are stored for 13 months (only those for which consent is not required).
For more information you can consult Our Privacy Policy.
These Terms and Conditions were last revised and are effective as of April 1st, 2021
BELIEVE INTERNATIONAL TERMS AND CONDITIONS
Welcome to www.tunecore.com, the official website for TuneCore, Inc., a digital music distribution service for individuals based in the United States, and www.believemusic.com, the official website for Believe International, a digital music distribution service for individuals based outside the United States.
The following Terms and Conditions (the “Terms”) apply to all users of www.tunecore.com and its associated websites (collectively, the “TuneCore Site”), which are operated by TuneCore, Inc. (“TuneCore”) and to all users of www.believemusic.com and its associated websites (collectively, the “Believe Site” and together with the TuneCore Site, the “Distributor Sites”), which are owned and operated by Believe International (“Believe”; Believe and TuneCore are collectively referred to as “Distributor”, “us” or “we”), including the use of any content, information, products and/or services therein. These Terms represent a legally binding agreement between you, an individual user or a single entity (collectively or individually “Users”), TuneCore and Believe regarding your use of the TuneCore Site or Believe Site. Together, Users and Distributors are each referred to herein individually as a “Party” or collectively as the “Parties”. When using the TuneCore Site or Believe Site, you will be subject to any additional posted supplemental terms or rules applicable to specific services and features which may be posted from time to time on the applicable site (the “Supplemental Terms”). All Supplemental Terms are hereby incorporated by reference into these Terms.
BEFORE USING THE DISTRIBUTOR SITES, PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE DISTRIBUTOR SITES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE SUPPLEMENTAL TERMS, AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE DISTRIBUTOR SITES.
Eligibility. In order to use the Distributor Sites, you must either be at least eighteen (18) years of age or older (or be at least thirteen (13) years of age and possess the consent of your parent(s) and/or legal guardian), and fully able and competent to (i) enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms; and (ii) abide by and comply with these Terms. You hereby represent that you meet the eligibility requirements in this Section.
Privacy Notice. Your privacy is important to us. Please read the Distributor Sites’ Privacy Policy at www.tunecore.com/terms carefully for information relating to Distributor's collection, use, and disclosure of your personal information.
Modification of the Terms. Distributor reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms, including the Supplemental Terms, at any time for any reason, and we may notify you of such changes through any of a variety of means, including a change to the “Last Updated” date set forth above and other reasonable means to be determined in our discretion. All changes shall be effective immediately. In the event of a material change that may directly affect your account, we will use reasonable efforts to notify you via the most recent email address that you have provided to us in conjunction with your account. Please check these Terms periodically for changes. Your continued use of the Distributor Sites after the posting of changes constitutes your binding acceptance of such changes.
Distributor Sites Access and Linking. Distributor grants you permission to use the Distributor Sites as set forth in these Terms, provided that and for so long as (i) you use the Distributor Sites solely for your personal use; (ii) except as expressly permitted in these Terms, you do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise exploit any portion of the Distributor Sites in any medium without Distributor's prior written authorization; (iii) you do not alter or modify any part of the Distributor Sites other than as may be reasonably necessary to use the Distributor Sites for their intended purposes; (iv) you do not engage in any of the prohibited uses described in Section 11 below; and (v) you otherwise fully comply with these Terms. The TuneCore Site is controlled and offered by TuneCore from its facilities in the United States of America, and the Believe Site is controlled and offered by Believe from its facilities in the European Union (EU) and in particular in France and Luxembourg. Distributor makes no representations that the Distributor Sites are appropriate or available for use in other locations. If you are accessing or using the Distributor Sites from other jurisdictions, you are responsible for compliance with local laws and, to the extent allowed in the jurisdiction where you are located, you waive your right to assert claims or avail yourself of protections afforded you in that jurisdiction which are not available in the United States of America or in the EU, as applicable.
Distributor Ownership; Proprietary Rights.
Third Party Content Disclaimer. Except with respect to “Compositions” and “Recordings” (each as defined in the Supplemental Terms – Publishing Administration), the terms of service of which are governed by the Supplemental Terms – Publishing Administration, you understand that when using the Distributor Site you will be exposed to User Content, advertising and other third party content (together, the "Third Party Content") from a variety of sources, and that you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or otherwise objectionable. Distributor does not endorse any Third Party Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will Distributor be liable in any way for or in connection with the Third Party Content, including, but not limited to, for any inaccuracies, errors or omissions in any Third Party Content, any intellectual property infringement or misappropriation with regard to any Third Party Content, or for any loss or damage of any kind incurred as a result of the use of any Non- Distributor Content posted, emailed or otherwise displayed or transmitted through the Distributor Site.
Non-Monitoring of Users and Third Party Content. Except with respect to “Compositions” and “Recordings” (each as defined in the Supplemental Terms – Publishing Administration), the terms of service of which are governed by the Supplemental Terms – Publishing Administration, you understand that you, and not Distributor, are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available through the Distributor Site. Distributor does not control Third Party Content posted by Users or otherwise made available by other persons or entities and does not have any obligation to monitor such Third Party Content for any purpose. If at any time Distributor chooses, in its sole discretion, to monitor the Third Party Content, Distributor nonetheless assumes no responsibility for the Third Party Content, no obligation to modify or remove any inappropriate Third Party Content, no obligation to continue to monitor the Third Party Content and no responsibility for the conduct of the User or other person or entity submitting any such Third Party Content. You agree that you must evaluate, and bear all risks associated with, the use of any User Content or other Third Party Content, including any reliance on the accuracy, completeness, usefulness, non-infringement or legality of such User Content or other Third Party Content.
Removal of Content. Except with respect to “Compositions” and “Recordings” (each as defined in the Supplemental Terms – Publishing Administration), the terms of service of which are governed by the Supplemental Terms – Publishing Administration, Distributor and its designees shall have the right (but not the obligation), in their sole discretion, to refuse to post or to remove any User Content or Third Party Content that is available on the Distributor Site, in whole or in part, at any time for any reason or no reason, with or without notice and with no liability of any kind.
Unauthorized or prohibited use of the Distributor Sites or the Distributor Materials may subject you to civil liability, criminal prosecution, or both under federal, state and local laws.
Account Information.
Dealings with Advertisers and other Users. Your correspondence or business dealings with, or participation in promotions of advertisers and other Users found on or through the Distributor Sites are solely between you and such advertiser or User. You agree that Distributor will not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers or Users on the Distributor Sites.
Service Availability. Distributor may make changes to or discontinue any of the media, web communities, products, or services available within the Distributor Sites at any time, and without notice. The media, products, or services on the Distributor Sites may be out of date, and Distributor makes no commitment to update these materials on the Distributor Sites.
Feedback. You agree that any feedback, analysis, suggestions and comments to Distributor provided by you (collectively, “Feedback”) will become the property of Distributor. In consideration of Distributor providing access to the Distributor Sites free of charge, or in the case of Feedback, provided using features of the Distributor Sties for which you must pay a fee, then as further consideration for your access to such features, you hereby assign to Distributor all right, title and interest, including all intellectual property rights, in and to the Feedback. Without limiting the generality of the foregoing, you agree that Distributor shall have the perpetual, irrevocable and worldwide right to use, copy, display, perform, translate, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any embodiment, manner or media now known or hereafter devised without any remuneration, compensation or credit to User. You represents and warrants that you have the right to make the foregoing assignment and to grant to Distributor the rights granted under this Section 15 and that any Feedback which is provided by you to Distributor does not infringe any third-party intellectual property rights. Notwithstanding the foregoing assignment, Distributor grants to you a non-exclusive, non-transferable, non-sublicensable, world-wide, perpetual and irrevocable license to use the Feedback for your own personal, non-commercial purposes that do not compete, directly or indirectly, with our use of such Feedback.
Other Agreements. You acknowledge that in providing the Services and payments hereunder, Distributor will be required to enter into certain agreements with various third parties including, but not limited to, digital service providers and/or payment processors. The selection of these Consumer Stores shall be within the sole discretion of Distributor. You agree that these Terms shall be subject to any applicable terms and conditions of such other agreements that Distributor 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). Distributor will, upon your written request, provide you with the current specifics of such requirements.
Bar Codes and Universal Product Codes. Distributor will provide you with free bar codes and universal product codes CUPCs). These are for your use only and may not be transferred or resold. If transferred or resold, Distributor will charge you Twenty-Five Dollars (USD $25.00) per bar code or UPC, plus any revenue made by you from such transfer or resale. Distributor may deduct such charges from any payments owed to you by Distributor or charge such amounts to any alternate payment method you provide to Distributor (such as a PayPal account, credit card or debit card) you provide to Distributor.
Terms and Conditions Violations; Termination. You agree that Distributor may terminate any account (or any part thereof) you may have through the Distributor Sites or your use of the Distributor Sites, and remove and discard all or any part of your account, at any time for any reason (including without limitation your violation of these Terms), or no reason, in Distributor’s sole discretion. You agree that your access to the Distributor Sites or any account you may have, or any portion thereof, may be terminated without prior notice, and you agree that Distributor shall not be liable to you or any third-party for any such termination. These remedies are in addition to any other remedies Distributor may have at law or in equity.
Indemnification; Hold Harmless. You agree to indemnify and hold harmless Distributor and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership) and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs debt, and expenses (including attorneys’ fees) arising out of (a) your use or misuse of the Distributor Sites; (b) your violation of these Terms; (c) your violation of the rights of any other person or entity, including claims that any of your User Content infringes or violates any third-party intellectual property rights; (d) your breach of the foregoing representations, warranties and covenants and (e) any unauthorized use of your account not cause by Distributor. Distributor reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter giving rise to your indemnification obligations without the prior written consent of Distributor. Distributor will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
Distributor's designated copyright agent (“Copyright Agent”) to receive notifications of claimed infringement is:
Failure to include all of the above information, especially specific information about where infringing content may be found, will result in a delay in the processing of your notification and may result in your having to repeat some or all of the above process.
We may, at our discretion, deny access to the Distributor Sites by, or disable and/or terminate the accounts of, Users who may be infringers.
After we receive your counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter-notification, it includes any of your personally identifiable information set forth in the counter-notification. By submitting a counter-notification, you consent to having such Identifying Information revealed in this way. We will not forward the counter-notification to any party other than the original claimant.
After we send out the counter-notification, the claimant must then notify us within ten (10) days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Distributor Sites. If we receive such notification, we will be unable to restore the items. If we do not receive such notification, we may, but are not obligated to, reinstate the disputed item(s).
Copyright © 2020 [TuneCore/Believe] All Rights Reserved.
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.
Please read the following terms and conditions carefully, which amend the Terms of Service that you previously entered into with TuneCore, Inc. (“we” or “TuneCore”) with respect to your Recordings and Compositions, 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.
TuneCore may, from time to time, offer active distribution customers on the Site the opportunity to receive credits toward future distributions by referring friends, family members, colleagues or other individuals (the “Program”). TuneCore reserves the right to terminate the Program at any time for any reason or no reason. The Program is enabled through technology provided by Friendbuy, Inc., 925 N. La Brea Ave. West Hollywood, CA 90038 (“Platform Provider”). TuneCore and the Platform Provider are collectively referred to as “Program Entities.” These terms and conditions (“Program Terms”) as well as the Site’s Terms and Conditions and Privacy Policy shall apply to participation in the Program, and any User (defined below) who chooses to participate in the Program must consent to all of the above. If you do not agree to the Program Terms, the Site Terms and Conditions, and the Privacy Policy in their entirety, you are not authorized to participate in the Program in any manner. In addition, you may not participate in the Program where doing so would be prohibited by any applicable law or regulations.
(a) Definitions:
(i) “Referrer” shall mean a real person who is an active TuneCore distribution customer and who refers other individuals.
(ii) “Referred Customer” shall mean a real person whose name and email address have been provided to TuneCore by a Referrer.
(iii) “User” shall mean (a) any Referrer, and/or (b) any Referred Customer who, upon receiving the Personal Link (defined below) chooses to participate in the Program.
(b) Participation
(i) To participate as a Referrer, visit https://web.tunecore.com/refer-a-friend and follow the on-screen instructions to refer your friends, family members, or colleagues to the website by entering each person’s name and email address in the recipient box (“Referral”). There is no limit to the number of real people you may refer, however, please only refer people who you reasonably believe would want to know about TuneCore.
(ii) For every “Qualified Referral” (defined below), a Referrer may be eligible to receive “Referral Credit(s)” (also defined below), provided Referrer is otherwise eligible under, and fully compliant with, the Program Terms.
(iii) Once a User refers a friend, family member or colleague, he/she becomes a Referrer and will be provided with a unique referral link (“Personal Link”) that allows the Referrer to be eligible to receive Referral Credit(s) for Qualified Referrals. An invitation will be sent to the Referred Customers and will include the Referrer’s Personal Link. Also, the Referrer making the Referral will receive a copy of the Personal Link that the Referrer may share directly with others.
(iv) TuneCore reserves the right to modify or amend these Program Terms and the methods through which Referral Credits are earned. TuneCore reserves the right to disqualify any User at any time from participation in the Program if such User does not comply with any of the Program Terms.
(c) Eligibility
(i) To be a Referrer, you must be a legal resident of the United States or any other country that permits participation in the Program. In addition, you must be at least 18 years old, and be legally permitted to provide the personal information (e.g., name and email address) of each Referred Customer. Referrers may only refer real persons who meet the requirements of the Program Terms, including being a friend, family member or colleague of the Referrer and who the Referrer reasonably believes would want to receive the benefits of the Program. Referrers may not refer themselves or fictitious persons.
(ii) Referred Customers must be real persons and not the Referrer or any person under the legal control of the Referrer. In addition, Referred Customers must be at least 18 years of age or be of an age whereby they are permitted by the laws of their respective residences to enter into a contract for the purchase of goods.
(iii) Employees of Program Entities or their subsidiaries, affiliates, or promotional agencies, including immediate family and household members, are not eligible to participate in the Program.
(d) Qualified Referrals. Referral Credits can only be awarded for Qualified Referrals. A “Qualified Referral” occurs when all the following conditions are met:
(i) The Referred Customer completed a purchase or registration process using the Referrer’s Personal Link (embedded into the email, Twitter, or Facebook invitation). If a Referred Customer purchases or registers with the Site using any other method, the registration will not count as a Qualified Referral and Referrer will not receive Referral Credit;
(ii) The Referred Customer completed a purchase or the registration process using the Referrer’s Personal Link on a separate and unique IP Address from the Referrer. If a Referred Customer purchases or registers with the Site using the same IP Address as the Referrer, the registration will not count as a Qualified Referral and Referrer will not receive Referral Credit;
(iii) The Referred Customer was not previously registered with the Site under any email address or alias, or the Referred Customer had registered with the Site but never made a purchase; and
(iv) The Referred Customer makes a “Qualifying Purchase”. A “Qualifying Purchase” means the Referred Customer’s first purchase of a 1-year subscription plan for a single, album or ringtone distribution.
(e) Receiving Referral Credits. The Referrer shall receive one (1) Referral Credit valued toward future purchases on the Site for each valid and verified Qualified Referral generated by that Referrer. The value of Referral Credits will be specified in the Program announcement on the Program page on the Site: https://web.tunecore.com/refer-a-friend. The value of the Referral Credits shall be recorded within the Personal Link that is generated at the time of the Referral. Should TuneCore choose to change the Program and offer a different value/type of Credit, then all new Personal Links generated from Referrals under the new offering shall record the new Referral Credit value and all previously-issued Personal Links may be prospectively rendered inactive, at TuneCore’s sole discretion and without notice. Referral Credits will be delivered to the Referrer via email approximately one (1) week after a Qualified Referral.
(f) Using Referral Credits. A User may use Referral Credits provided by TuneCore only on the Site exclusive of other discounts. Only one Referral Credit may be used per online transaction. Referral Credits are valid for two (2) years from date of issue.
(g) All Credits Subject to Verification
(i) Referral Credits are subject to verification. Program Entities may withhold a Referral Credit for investigation or refuse to process any transaction that TuneCore deems fraudulent, suspicious, in violation of the Program Terms, or believes will impose liability on TuneCore, its subsidiaries, affiliates, or any of their respective officers, directors, employees, representatives, and agents.
(ii) All Program Entities’ decisions are final and binding, including decisions as to whether a Qualified Referral or Referral Credit is valid.
(iii) Referral Credits are not property, have no monetary value, and may not be redeemed for cash. Referral Credits are not transferable and may not be assigned, auctioned, traded, bartered or sold. While TuneCore reserves the right to terminate the Program at any time, verified Referral Credits shall be valid for two (2) years from the date issued. TuneCore reserves the right to revoke Referral Credits if (a) TuneCore determines, in its sole discretion, that User has engaged in fraudulent activity; (b) TuneCore terminates User’s TuneCore account as permitted under the Site Terms of Use; or (c) User does not comply with any of the Program Terms, Site Terms of Use, or any relevant laws.
The personal information each Referrer and Referred Customer will be collected, processed, and used in accordance with TuneCore’s Privacy Policy, which can be found at www.tunecore.com/terms?section=privacy-policy and Platform Provider’s Privacy Policy, which can be found at http://www.friendbuy.com/privacy. In addition, personal information may be used by TuneCore or Platform Provider, on TuneCore’s behalf, to contact any Referrer or Referred Customer with regard to participation in the Program and receipt of communications via the Program.
(a) By participating in the Program, Users agree: (i) to be bound by these Program Terms, the decisions of the Program Entities and/or their designees, and the Privacy Policies of Program Entities; and (ii) to be contacted by Program Entities via e-mail. Program Entities reserve the right to make changes or additions to these Program Terms for any reason at any time. Program Entities’ failure to enforce any term of these Program Terms shall not constitute a waiver of that provision.
(b) The Program Entities will process all Referrals received but shall not be liable for: (i) late, lost, delayed, stolen, misdirected, incomplete, unreadable, inaccurate, garbled, or unintelligible Referrals or communications, regardless of the method of transmission; (ii) telephone system, telephone, or computer hardware, software, or other technical or computer malfunctions, lost connections, disconnections, delays, or transmission errors; (iii) data corruption, theft, destruction, unauthorized access to, or alteration of Referrals or other materials; or (iv) any printing, typographical, administrative, or technological errors in any websites or materials associated with the Program. Program Entities disclaim any liability for damage to any computer system resulting from participating in, or accessing or downloading information in connection with this Program, and reserve the right, in their sole discretion, to cancel, modify, or suspend the Program should a virus, bug, computer problem, unauthorized intervention, or other causes beyond Program Entities control, corrupt the administration, security, or proper function of the Program.
(c) The Program Entities shall not be liable to any Users for failure to supply any Referral Credit or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulations(s), order(s) or request(s) prove(s) to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, tornado, tsunami, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any other cause beyond the Program Entities’ control.
(d) Any tax liabilities that accrue from the accumulation and/or use of Referral Credits are the sole responsibility of the User.
Any and all disputes, claims, and causes of action arising out of or related to this Program or any Referral Credit shall be resolved under New York law (without reference to its conflicts of laws principles), and User agrees to submit any dispute to the exclusive jurisdiction of the state and federal courts located courts located in the State and County of New York,
(a) Prohibited Conduct, Generally
(i) Users agree not to use the Program to:
If a Referrer provides a Personal Link to a Referred Customer by email, the email must be created and distributed in a personal manner that is appropriate and customary for communications with friends, family members or colleagues. Bulk email distribution, distribution to strangers, or any other promotion of a Personal Link in a manner that would constitute or appear to constitute unsolicited commercial email or “spam” in Program Entities’ sole discretion is expressly prohibited and may be grounds for immediate termination of the Referrer’s account and deactivation of the Personal Link. TuneCore has no obligation to monitor the content provided by Referrers; however, TuneCore may choose to do so and block any email messages, remove any such content, or prohibit any use of the Program.
(a) Program Entities may prohibit a User from participating in the Program or receiving a Referral Credit, in their sole discretion, if they determine such User is attempting to undermine the fairness, integrity, or legitimate operation of the Program in any way by cheating, hacking, deception, or any other unfair playing practices of intending to annoy, abuse, threaten, or harass any other users or representatives of Program Entities. Use of any automated system, script, or macro to participate is strictly prohibited and will result in disqualification. Users may not enter with multiple or fake emails addresses or accounts, use fictitious identities, or use any system, bot, or other device or artifice to participate in the Program or receive a Referral Credit. Program Entities reserve the right to disqualify any User and/or cancel any Referral Credit(s) awarded to a User it finds to be tampering with the entry process or the operation of the Program or violating these Program Terms. Referrals generated by a script, macro, or other automated means will be disqualified.
(b) CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND WILL RESULT IN DISQUALIFICATION FROM PARTICIPATION IN THE PROGRAM. SHOULD SUCH AN ATTEMPT BE MADE, PROGRAM ENTITIES RESERVE THE RIGHT TO SEEK REMEDIES AND DAMAGES (INCLUDING ATTORNEY FEES) TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.
Please read the following terms and conditions carefully. These terms and conditions, as well as the copyright policy (the “Copyright Policy”) and privacy policy (the “Privacy Policy”) (incorporated herein by reference and collectively referred to as the “Terms of Service”) govern your access to and use of the TuneCore Social service and the TuneCore Social mobile application including any products and/or services therein (collectively, the “App”) and any information, text, graphics, photos, sound recordings or other materials uploaded to, downloaded from or appearing in the App (“Content”). 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 App without notice. Company reserves the right, at any time, to modify and change any or all of the Terms of Service, in our sole discretion, including but not limited to the fees and charges associated with the use of the App. It is your responsibility to check these terms and conditions periodically for changes. By continuing to use or access the App after Company makes and posts any such modification, you agree to be legally bound by the revised terms and conditions. You are responsible for regularly reviewing the most current version of these 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 APP, 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 APP.
(a) You retain all of your rights to any Content you submit, post or display through the App. By submitting, posting or displaying Content on or through the App, you grant Company a worldwide, non-exclusive, royalty-free license to access, use, copy, reproduce, process, adapt, modify, publish, transmit, format, store, archive, index, display and distribute such Content in any and all media or distribution methods whether now known or existing in the future. You agree that this license includes the right for Company to provide, promote and improve the App.
(b) All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. Company may not monitor or control the Content posted via the App and Company cannot take responsibility for such Content. Company, in its sole discretion, reserves the right to reject any Content that you submit.
(c) In connection with your use of the Content, Company gives you a personal, worldwide, non-assignable and non-exclusive license to solely make non-commercial use of the App and any content received by you therefrom. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the App as provided by Company, in the manner permitted by these terms.
(d) Company does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the App or endorse any opinions expressed via the App. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the App or broadcast elsewhere.
(e) In connection with your use of the App, you hereby waive any right to any royalties (including, without limitation, performance royalties, mechanical 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 the App. For the avoidance of doubt, you shall be solely responsible for securing and paying for any licenses (as applicable) required from musical composition copyright owners or their agents in connection with the use and performance of Content hereunder, as well as royalties due to artists, producers or other persons who performed in the making of the Content and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes.
(f) You agree that you will not use the App 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 Content you submit in the event that Company receives any claim that, if true, would constitute a violation of these Terms of Service, or otherwise has reason to suspect, in its good faith discretion, that you are infringing the intellectual property rights of any third party.
(g) To purchase the App, you must provide Company with a valid credit card or other payment method (e.g., PayPal account) to pay for such services (the “Payment Method”). The App may be available as a one-time purchase, and can be purchased as a monthly or yearly subscription, which will automatically renew at the end of its applicable term. Company may amend these fees from time to time 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 App directly from any Payment Method you provide to Company. You are solely responsible for all charges, fees, duties, taxes, foreign exchange fees and assessments arising out of any use of your account by you or anyone else using your account. If you notify Company in writing that you are terminating your subscription to the App, no further subscription fees will be charged to your Payment Method. You will not be entitled to reimbursement of any pre-paid fees. 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. It is your responsibility to notify Company if your Payment Method has changed by making the appropriate changes to your account settings. If you do not provide a valid Payment Method your service may be disconnected or interrupted at Company’s sole discretion. For all charges in connection with the App, we, or payment processor acting on our behalf, will bill your credit card or alternative payment method. In the event that your credit card or alternative payment provider refuses to pay us for an amount credited to your account, we will have the right to disable access to the App or the products or services purchased from your account. You agree that you will not cancel or reverse any paid charges for the App or otherwise attempt to defraud us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorneys’ fees and other legal expenses. ALL PURCHASES OF THE APP ARE NON-RETURNABLE AND NON-REFUNDABLE.
(h) You are responsible for paying all taxes associated with your purchase of the App. If Company has the legal obligation to pay or collect taxes for which you are responsible under this section, the appropriate amount shall be invoiced to and paid by you, unless you provide Company with a valid tax exemption certificate authorized by the appropriate taxing authority. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If you are required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, Company receives an amount equal to the sum it would have received had no such deduction or withholding been made.
(i) Any new features added to or augmenting the App are also subject to the Terms of Service. Certain new features made generally available at no cost to all subscribing customers will be made available to you at no additional charge. However, the availability of some new features may require the payment of additional fees, and Company will determine at its sole discretion whether access to any other such new features will require an additional fee.
(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 herein; the Content provided by you is one hundred percent (100%) owned or controlled by you throughout the world and the use thereof 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 the 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.
(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 Content that is the subject of such claim. 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.
(a) Your access to and use of the App is at your own risk. You understand and agree that the App is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, Company disclaims all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, or non-infringement. Company makes no warranty and disclaims all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the App or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the App or any Content; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the App; and (iv) whether the App will meet your requirements or be available on an uninterrupted, secure or error-free basis. No advice or information, whether oral or written, obtained from Company or through the App, will create any warranty not expressly made herein. You further understand that there may be interruptions in service or events on third party platforms, including, but not limited to, Facebook, Twitter, etc., that will affect your use of the App and that are beyond our control to prevent or correct. Interruptions in your use of the App that are beyond our control shall not serve as a basis to terminate your subscription or demand a full or partial refund of any prepaid fees.
(b) The App may contain links to third-party websites or resources. You acknowledge and agree that Company is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Company of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources. You shall comply in all respects with all applicable terms of the third party platforms that you access or subscribe to in connection with the App, including the applicable terms for third party platforms, such as the Twitter Terms of Service published at https://twitter.com/tos?lang=en, the YouTube Terms of Service published at https://www.youtube.com/t/terms and the Google Privacy Policy published at https://policies.google.com/privacy. You may be able to change how your data is accessed in connection with such third party platforms at the applicable third party platform’s website, such as Google’s security settings located at https://myaccount.google.com/permissions. You acknowledge that the App interoperates with several third party platforms, and that the App is highly dependent on the availability of such platforms. If at any time any platform ceases to make their programs available to Company on reasonable terms, Company may cease to provide such features to you without entitling you to refund, credit, or other compensation.
(c) You acknowledge that the App may enable or assist you to access, interact with, and/or purchase third party services from platforms and other third parties. When you access the third party services, you will do so at your own risk. These third party services may also allow you to store your content with the provider or operator of the third party service. Any use of third party service is governed solely by the terms and conditions of such third party service (and you shall comply with all such terms and conditions), and any contract entered into, or any transaction completed via any third party service, is between you and the relevant third party, and not Company. Company makes no representation and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third party service or platform or any transactions completed and any contract entered into by you with any such third party.
(d) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE APP; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE APP, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE APP; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY EXCEED ONE HUNDRED DOLLARS ($100.00).
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(a) The App 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 App, 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 App:
(i) Copy, reproduce, “rip”, record, or make available to the public any part of the App or Content delivered to you via the App, or otherwise make use of the App which is not expressly permitted under the Terms of Service;
(ii) Disable, hack, circumvent or otherwise interfere with security related features of the App or features that prevent or restrict use or copying of any Content or materials;
(iii) Use any metadata, meta tags or other hidden text utilizing a Company name, trademark, URL or product name (including, without limitation, “TuneCore Social”);
(iv) 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;
(v) Forge any TCP/IP packet header or any part of the header information in any posting or in any way use the App to send altered, deceptive or false source-identifying information;
(vi) Upload, submit, post, email or otherwise transmit, via the App, any Content that is, 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;
(vii) Destroy, interfere with or disrupt, or attempt to interfere with or disrupt, any pages available on the App, servers or networks connected to the App, or servers or networks connected to the App or technical delivery systems of Company’s providers or break any requirements, procedures, policies or regulations of networks connected to the App;
(viii) 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 App;
(ix) Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the App;
(x) Attempt to search, meta-search or access the App 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 App to determine how a website or web page ranks;
(xi) Collect or store personal data about other users of the App without their express and explicit permission;
(xii) Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;
(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;
(xiv) Upload to, or transmit from, the App any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
(xv) Take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the App or Company’s systems or networks, or any systems or networks connected to the App or to Company.
(b) 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.
(c) 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 App, 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).
(d) All right, title and interest in and to the App (excluding Content provided by users) is and will remain the exclusive property of Company. The App is protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms of Service gives you a right to use Company’s name or any of Company’s trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments or suggestions you may provide regarding the App are entirely voluntary and Company will be free to use such feedback, comments or suggestions as Company sees fit and without any obligation to you.
(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 website and/or App; or (iii) by you via email 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 understood the Privacy Policy, and by using the App and you have expressly accepted the terms and conditions set forth in such Privacy Policy, as such may be amended from time to time.
(g) 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.
(h) Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lock-outs, or labor disruptions; and any laws, orders, rules, regulations, acts, or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.
Updated as of January 2021
This Group Privacy Policy (“Privacy Policy”) concerns BELIEVE SAS, a French company, registered with the Trade and Corporate Registry of Paris under the number 481 625 853, with its main office located 24 rue Toulouse Lautrec 75017 PARIS ("Believe SAS") and its subsidiaries around the World, including TUNECORE, hereafter collectively referred to as "Believe”, "We", or "Us".
This Privacy Policy describes Believe's personal data processing practices for the digital distribution of music, the supply of products ("Products") and services ("Service(s)"), in general or through our websites and/or other electronic communications services (widgets, mobile applications or API), collectively or individually "Site(s)"). Believe SAS acts as data controller and its subsidiaries as data processor
We attach particular importance to the secure processing of data, their confidentiality, the protection of privacy and associated rights. Please take time to read our Privacy Policy carefully.
By visiting this Website, providing Believe with Your personal data or other information on the Sites, or by subscribing to the Services, or by entering into a contract with Us, you expressly acknowledge that you have read and agreed to the terms of this Privacy Policy.
This Privacy Policy is independent of other privacy, confidentiality policies or any other service practises published by third party companies, such as Facebook Inc., Apple Inc., Google LLC (Google Security Settings, Google Privacy Policy)., Microsoft Corp., Twitter, TIK TOK or any mobile service operator or any third party operating a site or an application or service to which the Site(s) or Services refer to or redirect(s) to, notably by hypertext link, which We do not publish. We assume no liability in this respect.
If you are a performing artist, an artist representative (producer, manager, independent label), a customer, visitor of the Sites (“User(s)”), a service provider, supplier, partner, or processor who has entered into a contract with Us (collectively or individually "You"; "Your"), this Privacy Policy applies to You.
Minors (as defined by law in various countries) (“Minors”) cannot subscribe to the Services or purchase Products on the Sites without first having their parents or legal guardians' consent and accept this Privacy Policy. Parents and legal guardians are responsible for the use that is made of the Services, Products, Sites by their Minors.
Pursuant to the General Data Protection Regulation 2016/679 (“GDPR”) and other data protection laws, We reserve the right to amend this Privacy Policy at any time. A notification on the Site(s)' home page will alert You, or a message will be posted in Service(s), or in specific cases, You will receive an e-mail.
We may collect and process personal data and other information as listed below (collectively referred to as "Data") to perform our obligations under the contract You signed with Us, or to provide Products or Services to You.
Please note that We do not collect or process any sensitive personal data (i.e., data which directly or indirectly reveals racial or ethnic origins, political, philosophical or religious opinions or trade union membership, as well as genetic, biometric data for the purpose of identifying a single natural person or which relates to health or sexual life, and for any such purpose). Therefore, We ask You to abstain from sending any such data over to Us.
Our contracts and registration forms indicate any specific Data which You are required to provide.
1.1 Personal Data
Personal Data means information that directly or indirectly relates to You as an identified or identifiable natural person. This may concern, depending on the contract, the Sites, the Products or Services, Your status and/or the means of collection, all or part of the following Personal Data:
1.2 Other information
We also collect other data that does not necessarily lead, directly or indirectly, to Your identification as a natural person ("Other Information").
In such a case, We will process it in accordance with the conditions described and for the purposes set out in section 3 below. These Other Information may be:
We collect Your Data from:
We collect Your Other Information via:
We process Your Data to:
We may process Your Data based on:
The Data You send to Us, directly or indirectly, is accessed exclusively by authorised individuals, only when necessary, and for the sole purposes referred to in Section 3 above. We make sure that such access complies with the security measures that We implement.
Data recipients may be:
Believe may also communicate Your Data to duly authorised individuals, only when necessary for the sole purposes referred to in Section 3 above, in the following cases:
We keep Data only for the time necessary to execute the contract, achieve the objective pursued, meet Your needs, execute the contract or meet our legal obligations.
The data retention criteria We established includes:
When We no longer need to process Your Data, We delete it from our systems and databases or anonymise it so that You can no longer be identified.
Our Services and Sites are controlled and operated from France. This Privacy Policy is subject to French law. We take all necessary measures to host and store Your Data on servers located in the European Union.
Due to our global presence, certain Data may be collected, transferred, hosted and/or more generally processed outside Your country or jurisdiction of residence. Data protection and data security requirements differ from place to place and may not offer the same level of protection as those of Your country or jurisdiction of residence or of origin. However, Believe and its subsidiaries take appropriate measures to protect the transfer of Your Data. Such measures include the use data transfer methods approved by the European Commission, and written agreements with our processors to ensure they process the Data they receive from Us according to the law.
In light of the above, User Data may be accessed by law enforcement and/or regulatory authorities according to the applicable laws of such foreign jurisdictions.
We may, as specified in section 5 above, when needed, disclose Your Data to third parties' partners in order to ensure the Sites' or Services' maintenance and security, offer certain features, or to improve the Sites' and Services' functioning and appearance or create new features.
We require such third parties to provide adequate confidentiality and security guarantees, to take the necessary physical, organisational and technical measures to protect and secure Your Data, in accordance with applicable law. Any transfer of data outside the European Union shall be governed by guarantee mechanisms approved by the European Commission and/or the local competent authorities.
We implement appropriate physical, technical, administrative and organisational security measures in order to best protect, Your Data against loss, theft, misuse, abusive use, fraudulent access, disclosure, alteration and destruction.
No data transmission on the Internet can be 100% secure but We are committed to implementing security standards recognised in our industry and designed to protect and prevent unauthorised access, disclosure and use of Data.
These measures include but are not limited to:
In addition, You have the opportunity,on the Sites or when using the Services, to create an access account or user account containing an identifier and password that You only are deemed to know to protect access to Your account. In order to further protect Your Data, We recommend that You periodically change your password and under no circumstances should You disclose Your identifiers to anyone.
If You reside in France you benefit from the protection of the law of 6 January 1978, known as the French Data Protection Act. Residents of the European Union/European Economic Area benefit from the GDPR as follows:
In order to exercise these rights, please use this form.
If we do not satisfy Your request, You may contact Your local data protection authority. For France, You may contact the CNIL “Commission Nationale de l’Informatique et des Libertés” via www.cnil.fr or
CNIL, 3 Place de Fontenoy TSA 80715 - 75334 Paris Cedex 07.
In accordance with articles 33, 34 and 55 of the GDPR, if We are victim of a Data breach or are aware of such breach, We will report it to the competent local authority and when legally required, notify You of such breach.
BELIEVE will comply with other applicable law containing information security breach reporting/notification requirements, as applicable, depending on the location of the data subjects and other relevant factors.
To contact Us please go to: https://www.believemusic.com/contact/
Special notes to:
TUNECORE Users, please read
California residents, please read
UK residents, please read
Italy residents, please read
Singapore residents: You can contact the Believe Data Protection Officer at [email protected]
People’s Republic of China residents, please click here to contact Us about data protection
TuneCore AI Front Row Seats Terms and Conditions
Last updated: September 13, 2023
Please read the following terms and conditions carefully. These AI Front Row Seats Terms and Conditions, as well as the Music Distribution Terms and Conditions (the “Music Distribution Terms and Conditions”), the Copyright Policy (the “Copyright Policy”) the Social Platforms Terms of Service (if applicable), the Publishing Administration Terms and Conditions (if applicable) (“Publishing Administration Terms”), and the Privacy Policy (the “Privacy Policy”) (each incorporated herein by this reference and individually and collectively referred to herein 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 therein or otherwise provided by TuneCore, and Your participation in TuneCore’s AI Front Row Seats program (“AI Front Row Seats”).
This is a legal agreement between you (“You”) on the one hand, and TuneCore, Inc., including its parent, subsidiaries, affiliates, and/or any related companies, as applicable (collectively, “TuneCore”), on the other hand. In the event You opt-in to join TuneCore’s AI Front Row Seats program, the terms of these AI Front Row Seats Terms and Conditions shall supplement the Terms of Service and shall apply to You during the Term. TuneCore reserves the sole right at any time to modify, discontinue or terminate the Site and AI Front Row Seats (or any portion thereof), or modify the AI Front Row Seats Terms and Conditions without notice. It is Your responsibility to check these AI Front Row Seats Terms and Conditions periodically for changes. By opting into AI Front Row Seats and/or continuing to use or access the Site and/or the AI Front Row Seats program after TuneCore makes and posts any such modification, You agree to be legally bound by the revised AI Front Row Seats Terms and Conditions. You may not alter the terms and conditions of the AI Front Row Seats Terms and Conditions without TuneCore’s express written consent.
BEFORE OPTING INTO AI FRONT ROW SEATS PROGRAM, PLEASE READ THESE AI FRONT ROW SEATS TERMS AND CONDITIONS CAREFULLY. BY OPTING-IN TO AND/OR USING AI FRONT ROW SEATS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE AI FRONT ROW SEATS TERMS AND CONDITIONS, THE TERMS OF SERVICE, ANY OTHER APPLICABLE SUPPLEMENTAL TERMS AND FUTURE MODIFICATIONS. IF YOU DO NOT AGREE WITH THESE AI FRONT ROW SEATS TERMS AND CONDITIONS, PLEASE DO NOT OPT-IN TO THE AI FRONT SEATS PROGRAM AND/OR TERMINATE YOUR USE OF AI FRONT ROW SEATS.
1. DEFINITIONS. As used herein in these AI Front Row Seats Terms and Conditions, the following capitalized terms shall have the following definitions:
a. “AI Generative Models” means an AI Model capable of generating content (e.g., sound recordings) using artificial intelligence and deep learning.
b. “AI Models” means any software program to be trained on a set of data (including Datasets) and learn from this training to apply that learning to achieve specific objectives. AI Models include but are not limited to Generative AI Models, AI Voice Models, AI supported marketing tools.
c. “AI Partner” means any third party, including, but not limited to Consumer Stores, which TuneCore opts to provide Input to and/or otherwise partner with to develop and/or train AI Models.
d. “AI Voice Models” means an AI Model capable of generating synthetic voice that mimic human speech and/or a human voice, using artificial intelligence and deep learning, including, but not limited to, by converting text to speech, and/or converting one human voice to another human voice).
e. “Ancillary Material” means any sound, literary, graphic, or photographic elements including, but not limited to, album covers, lyrics, videos, titles of musical works, Artist’s Name and Likeness, pseudonyms, biographies, photos, and Metadata.
f. “Artist” means any individual whose performances are embodied on the Recordings.
g. “Attributable Output” means an Output reproducing all or part of Your Content and/or any item of Name and Likeness.
h. “Attributable Output Opportunity” means any product or service launched by TuneCore or any AI Partner and that uses any AI Model that generates Attributable Outputs.
i. “Beta Test” means the launch phase of the Machine Learning Model which is strictly limited to: (i) a limited, secure test environment; (ii) a maximum number of participants; and (iii) a limited period of time.
j. “Composition(s)” means any musical composition(s) (including for clarity, any associated lyrics), owned and/or controlled by You, to the full extent of Your interest therein, and opted-in or submitted by You to TuneCore during the Term in connection with the AI Front Row Seats program.
k. “Content” means all sound and audio visual recordings (including but not limited to Recordings), Compositions (if applicable), and Ancillary Material, delivered by You to TuneCore and/or opted-in by You for inclusion in TuneCore’s AI Front Row Seats program.
l. “Datasets” means set(s) of data associated to Content, such as digital data fills comprising copies of Content, associated Metadata, textual copies of lyrics sheets when available, organized, for example, by artist, genre, date, or theme created to support building AI Models.
m. “Datasets Rights Net Receipts” means all sums, net of commercial discounts, commissions, applicable duties and taxes, actually and directly received by TuneCore in consideration of the exploitation of the Dataset Rights for Sandbox Purposes, or for any further Attributable Output Opportunity, where applicable. The Datasets Rights Net Receipts received in foreign currencies may be converted by or credited to TuneCore in accordance with its applicable currency exchange policies in force from time to time (acting reasonably).
n. “Input” means any data within the Datasets that is used as input for training, text and data mining, machine learning, researching, developing, experimenting, testing, proof of concept, validation purposes of an AI Model.
o. “Metadata” means all data permitting the identification of Content and of Content’s rightsholders including names of Artists and labels, ISRC codes, UPC, names of authors, composers, publishers, ISWC in relation to the musical works fixed within the Recordings and the names and identification codes for all the elements comprising the Ancillary Material.
p. “Name and Likeness” means any name (including any aliases and professional/stage names), trademark (if registered as such), voice, photographs, portraits, caricatures and any other likeness, appearance and/or graphic representation (including signatures, symbols, logos and/or other distinctive elements), whether still or animated, of or relating to You, any Artist, and/or any other person appearing in any album artwork and/or in any images and/or artwork that You submit to TuneCore.
q. “Non-attributable Output” means all other Outputs that are not Attributable Outputs.
r. “Opportunity” means any AI Front Row Seat opportunity, such as an Attributable Output Opportunity, a Sandbox Opportunity, and/or any other product or service which is developed, created and/or launched by TuneCore or any AI Partner that uses, or intends to use, an AI Model to generate Outputs that are utilized for any purposes.
s. “Output” means the material generated by an AI Model as a result of processing Input data, including Attributable and Non-Attributable Outputs.
t. “Recordings” means the sound recordings and audiovisual recordings (if applicable) that You submit to TuneCore at any time.
u. “Sandbox Opportunity” means any product or service developed or created by TuneCore or any AI Partner that uses an AI Model that generates Outputs that are utilized solely for Sandbox Purposes as part of a Beta Test usage.
v. “Term” shall have the meaning given to it in Section 7 below.
w. “Third Party” shall mean any person or entity not a party to this Agreement and not an affiliate of a party to this Agreement.
2. DATASETS RIGHTS
a. In addition to the rights granted by You under the Terms of Service (as applicable), and elsewhere in these AI Front Row Seats Terms and Conditions (including the rights granted in connection with individual Opportunities, as set forth below), You grant to TuneCore (and TuneCore’s sub-licensees) the right to seek and manage opportunities to license (and sublicense) the following Datasets rights (“Datasets Rights”):
(i) the exclusive right to reproduce, copy, deliver, digitize, categorize, modify, edit, adapt, manage, and otherwise use Your Content in Datasets;
(ii) the irrevocable and unconditional non-exclusive right to reproduce copy, deliver, digitize, categorize, modify, edit, adapt, manage, and otherwise use any Name and Likenesses in Datasets; and
the right to sub-license (in whole or in part) the above-mentioned Datasets Rights to AI Partners for any duration (including perpetuity), notwithstanding any license period or term limitations set out in these AI Front Row Seats Terms and Conditions and/or the Terms of Service.
b. You grant the above Datasets Rights to TuneCore (and TuneCore’s sub-licensees) for the following purposes (“Sandbox Purposes”):
(i) creating Datasets;
(ii) using such Datasets for text and data mining, machine learning, AI Models and products beta-testing, in connection with researching, creating, developing, training, experimenting, or testing AI Models and products, alone or in connection with any and all ancillary products including, but not limited to audio, video and audiovisual recordings creation and editing tools, or software applications; and
(iii) storing and managing such Datasets for as long as is necessary for the purposes described above, notwithstanding any licence period or term limitations set out in any agreement between You and TuneCore (including the Terms of Service, as applicable).
c. As may be necessary for TuneCore to use and exercise the rights mentioned above, You hereby irrevocably grant TuneCore during the Term, the right and authority to act in Your name and on Your behalf as Your attorney-in-fact, for the sole purpose of reserving by default the use by Third-Parties of Your Content for text and data mining purposes (“Opt-Out”) in the countries where such reservation is permitted by applicable law (e.g. member states that have transposed the Directive (EU) 2019/790). Accordingly, and to the extent permitted by applicable law, You irrevocably grant TuneCore the right and authority to execute in Your name any documentation and to do all other things as reasonably required for evidencing, or for vesting in TuneCore, the right and power to exercise such Opt-Out. Where necessary, You undertake to promptly execute and deliver to TuneCore (by any means as determined by TuneCore) any documents and to do all other things that may be reasonably required of You for evidencing, or for vesting in TuneCore, the right and power to exercise such Opt-Out.
3. PAYMENTS
a. The manner by which Your share of any Datasets Rights Net Receipts shall be calculated will differ depending on a number of factors, including, but not limited to, the how the Datasets Rights are utilized by the applicable AI Partner, the extent to which Your Content was utilized in the applicable AI Model, the amount of Your Content that was licensed to the appliable AI Partner for use in the applicable Opportunity, and the terms of the agreement between TuneCore and the applicable AI Partner.
b. Your share of any Datasets Rights Net Receipts will be posted to Your TuneCore account in a timely fashion after TuneCore’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.
c. As an exception to the above: in the event TuneCore does not receive any sum in consideration for the Datasets Rights, You agree to waive (on Your own behalf and on behalf of the relevant rightsholders) all rights to claim any fees and/or royalties to TuneCore and any AI Partner in consideration to the authorizations as set out under Section 2 above.
4. AI FRONT ROW SEAT PROGRAM OPPORTUNITY
a. You appoint TuneCore to seek and manage AI Front Row Seat Opportunities. From time to time during the Term, TuneCore shall share such Opportunities with You for Your consideration and, depending on the terms and conditions associated with such Opportunity (as determined by TuneCore), You will have the opportunity to either opt-in or opt-out of including Your Content in such Opportunity.
b. Notwithstanding anything herein to the contrary, You acknowledge and accept that the Datasets Rights granted herein for the Sandbox Purposes do not prevent TuneCore or any AI Partner to generate and use Outputs for any purpose, including without limitation, for promotional or commercial purposes, provided that such Outputs are considered whether (i) public domain content or content not protectable under any copyright, neighbouring rights, personality/publicity rights, or similar legislation and regulation, and/or are not attributable to Your Content or Name and Likeness or (ii) Attributable Outputs generated in connection with a Sandbox Opportunity.
5. PUBLISHING.
a. In the event that You opt in any of Your publishing rights and/or Composition(s) owned and/or controlled by You for inclusion in AI Front Row Seats program (or any program therein or any portion thereof), the terms of the the Publishing Administration Terms and Conditions as well as the terms of this Section 5 shall apply to You, and any Composition(s) opted-in by You shall be included as part of Your Content.
b. In addition to the representations and warranties set forth herein and in the Publishing Administration Terms and Conditions, You hereby warrant and represent that all registration and information that You submit to TuneCore is and will remain truthful and accurate, including Your percentage of ownership in any Composition.
c. In case of any change in the publishing status, You shall immediately give notice to TuneCore in writing (including by email) and shall submit to TuneCore updated documentation (including any additional documentation requested by TuneCore) corresponding to Your updated publishing status.
6. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
a. Representations and warranties. In addition to any representations and warranties made by You in the Terms of Service (which are fully applicable to the rights and authorizations You grant TuneCore herein), You further represent and warrant that:
(i) You have the right and authority to enter into these AI Front Row Seats Terms and Conditions and You understand its contents;
(ii) You have obtained all authorizations and clearances from the Artist(s), performers, and any other participant and/or rightsholders to the Content, as necessary to grant to TuneCore the rights herein, and its use herein shall not infringe the rights of any of them nor of any Third-Party;
(iii) You have obtained all necessary authorizations and clearances from the Artist(s) and the use of Name and Likeness herein shall not be detrimental to the Artist(s) under any personality/publicity/trademarks, or similar legislation and regulation, as applicable;
(iv) Any and all of Your approvals under this these AI Front Row Seats Terms and Conditions include approval from the Artist(s), performers, and any other participant and/or rightsholders to the Content;
(v) The rights granted herein are free and clear from all and any claims, demands, liens, encumbrances, Third Party’s rights and obligations whatsoever;
(vi) The license herein does not breach any applicable law and/or statutes;
(vii) You shall either pay all amounts and royalties due to the Artist(s) or any participants to the Content (including but not limited to any performers), or obtain necessary waivers, as applicable.
(viii) Neither TuneCore, nor any Third Parties, successors, and assigns, shall be obligated to pay any additional amounts (if any) to You or any Third-Party in connection with the exploitation of the Datasets Rights granted herein and TuneCore’s sole payment obligations (if any) with regards to the exploitation of such rights shall be payment to You in accordance with these AI Front Row Seats Terms and Conditions and/ or the Terms of Service (as applicable); and
(ix) Pursuant to the rights granted to TuneCore herein, You shall not, and You procure that the Artist(s) shall not, use such rights by Yourself in any way jeopardising the rights licensed herein and shall not grant to any Third-Party any similar or exclusive rights/authorisations, in whole or in part as those granted to Believe herein;
b. Indemnification. You shall defend, indemnify, and hold harmless TuneCore and any of its affiliates (including any directors, members, officers, employees, and other representatives) from and against any liability, damage, loss, cost, and expense (including, without limitation, reasonable external lawyers’ fees) resulting from any breach (or any claim which, if true, would constitute a breach) of any obligation, representation or warranty made in these AI Front Row Seats Terms and Conditions. In the event that You owe TuneCore any amount under these AI Front Row Seats Terms, Including, but not limited to, due to a breach by You, a claim, or otherwise), TuneCore shall be entitled, in TuneCore’s sole discretion, to (i) deduct the amount owed by You from any sum due to You under any agreement between You and TuneCore; or (ii) demand payment by You of any such outstanding balance within 15 days of the date of a valid invoice setting out the same, which shall include any supporting documents.
7. TERM
a. As used herein, “Term” shall mean the period of time commencing on the date You opt-in to TuneCore’s AI Front Row Seats program (including any portion thereof or specific program contained therein) and ending on the date that TuneCore processes Your notice to opt-out.
b. In the event You decide to opt-out of the TuneCore’s AI Front Row Seats program, You can do so by submitting a request to TuneCore’s Artist Support team from the email address associated with Your TuneCore account. Instructions on how to submit a request to the Artist Support team can be found here.
c. Notwithstanding the foregoing or anything contained in these AI Front Row Seats Terms and Conditions, TuneCore shall have the right to terminate, with immediate effect, Your participation in the AI Front Row Seats program (including any portion thereof) at any time, for any reason, or for no reason at all.
d. Notwithstanding the end of the Term, You hereby agree and acknowledge that any rights granted by You to TuneCore hereunder which are licensed by TuneCore to any Third Party (including, but not limited to, AI Partners) shall continue, in full force and effect, for the duration of the term of such license, (including perpetuity).
8. MISCELLANEOUS
a. These AI Front Row Seats Terms and Conditions are supplemental and in addition to any of the applicable sections of the Terms of Service agreed to by You. Except as explicitly stated in these AI Front Row Seats Terms and Conditions, the Terms of Service shall not be amended and shall continue in full force and effect.
d. These AI Front Row Seats Terms and Conditions together with the Terms of Service (as applicable), embody all the terms agreed between You and TuneCore relating to the subject matter contained herein and no oral representations statements inducements warranties or promises by any party shall be binding and valid and such agreements shall not be enlarged, modified, or altered except by separate agreement in writing signed by the parties.
e. Any terms or definitions in these AI Front Row Seats Terms and Conditions that are similar to terms or definitions used in other sections of the Terms of Service shall be deemed equivalent in their interpretation. In the event of any inconsistency or discrepancy between the definitions in these AI Front Row Seats Terms and Conditions and the other sections of the Terms of Service, the definitions in these AI Front Row Seats Terms and Conditions shall prevail.
f. TuneCore does not guarantee exploitation of Content nor on the inclusion or participation of any given AI Partner. TuneCore reserves the right in its sole discretion to decline to engage in business with any given AI Partner. TuneCore reserves the right to remove Your Content, or any portion thereof, from the AI Front Row Seats program and/or to refuse to submit Your Content to any AI Partner for inclusion in any AI Opportunity for any reason or no reason at all, and You agree that TuneCore shall not be liable to You or any third-party in connection therewith. Except as specifically set forth in the Terms of Service, TuneCore shall have no obligations to You.
g. TuneCore shall not be deemed in breach of these AI Front Row Seats Terms and Conditions unless You have given TuneCore notice of the breach and TuneCore 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.
h. In no event will TuneCore, 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 the exploitation of Your Content in accordance with these AI Front Row Seats Terms and Conditions, Your use of AI Front Row Seats and/or Your participation in the AI Front Row Seats program, no matter whether the damages are foreseeable and whether or not TuneCore 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 TuneCore’s aggregate liability to You exceed One Hundred Dollars ($100).
i. These AI Front Row Seats Terms and Conditions 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. You agree and acknowledge that in no event shall You be entitled to injunctive or other equitable relief (including for breach or non-compliance with any of the terms in these AI Front Row Seats Terms and Conditions), and in no event shall You seek, or have the right to, injunctive or other equitable relief to restrain in any manner the exploitation of any AI Model, Attributable Output Opportunity, Sandbox Opportunity, or any other similar service or product, due to the utilization of Your Content in its development, Your sole remedy shall be to seek damages, if any, in an action at law.
j. In the event that any provision in these AI Front Row Seats Terms and Conditions 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 these AI Front Row Seats Terms and Conditions will not be deemed a waiver of such right or provision. You may not assign these AI Front Row Seats Terms and Conditions (by operation of law or otherwise) without the prior written consent of TuneCore and any prohibited assignment will be null and void. TuneCore may assign these AI Front Row Seats Terms and Conditions and/or any rights or obligations hereunder without Your consent. The relationship of the parties under these AI Front Row Seats Terms and Conditions is that of independent contractors and these AI Front Row Seats Terms and Conditions shall not be construed to imply that either party is the agent, employee, or joint venturer of the other. You agree that these AI Front Row Seats Terms and Conditions and the rules, restrictions and policies contained herein, and TuneCore’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than You and TuneCore. These AI Front Row Seats Terms and Conditions, together with other sections of the Terms of Service, and the rules and policies of TuneCore, constitute the entire agreement between TuneCore 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 TuneCore via email (in each case to Your email address of record), (ii) a posting on the Site, or (iii) by You via email to [email protected] or to such other address as TuneCore may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.
k. You acknowledge that You have read and understand TuneCore’s Privacy Policy as more fully described on the Site, and by using AI Front Row Seats 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.
9. FRONT ROW SEATS OPPORTUNITY #1 - ADDITIONAL TERMS.
a. The first opportunity available to members of the AI Front Row Seats program (“Front Row Seats Opportunity #1”) is a partnership with one of TuneCore’s global social media partners who has requested to keep its name confidential, and is hereafter referred to as “AI Opportunity #1 Partner” (as such term is defined below). The AI Opportunity #1 Partner is seeking to train its music algorithm on a larger music catalogue in order to be able to explore, build and test several product prototypes for different uses. In the event that You opt to include Your Content in Front Row Seats Opportunity #1, the additional terms set forth in this Section 9 shall apply with regards to any Content opted in by You and approved by TuneCore and/or the AI Opportunity #1 Partner for inclusion in Front Row Seats Opportunity #1.
b. By opting into the Front Row Seats Opportunity #1, You agree that the AI Opportunity #1 Partner, its affiliates, subsidiaries, and any entities controlled by, controlling or under common control with them (collectively, “AI Opportunity #1 Partner”) may use Your Content to:
(i) research, train, develop, test and launch machine learning and/or artificial intelligence models (as well as any and all algorithms, software and databases used in connection therewith);
(ii) improve AI Opportunity #1 Partner’s content identification technologies;
(iii) improve user recommendations algorithms and systems;
(iv) improve trend analysis algorithms and systems;
improve AI Opportunity #1 Partner’s content analysis and classification technologies;
(v) otherwise improve user experiences on or in connection with AI Opportunity #1 Partner’s platforms, services, products, hardware, and software; and
(vi) publish research papers, journal articles, presentations, or other similar public-facing materials in connection with the uses identified in (i) through (v) that contain a reasonable amount of Your Content.
Last updated March 30, 2023
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 “Social Platforms 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 “Social Platforms Service(s)”) therein. This is a legal agreement between you and TuneCore, Inc. (“TuneCore”). TuneCore reserves the sole right at any time to modify, discontinue or terminate the Site and Social Platforms Services, or modify the Social Platforms Terms of Service without notice. It is your responsibility to check these Social Platforms Terms of Service periodically for changes. By continuing to use or access the Site and/or Social Platforms Services after TuneCore makes and posts any such modification, you agree to be legally bound by the revised Social Platforms Terms of Service. You may not alter the terms and conditions of the Social Platforms Terms of Service without TuneCore’s express written consent.
YOU UNDERSTAND THAT BY USING THE SOCIAL PLATFORM SERVICES OFFERED BY TUNECORE THROUGH THE SITE OR WITH RESPECT TO YOUR TUNECORE ACCOUNT, YOU AGREE TO BE BOUND BY THE SOCIAL PLATFORMS TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE SOCIAL PLATFORMS TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SOCIAL PLATFORMS SERVICES OFFERED BY TUNECORE.
1. GRANT OF RIGHTS.
(a) By signing up for the TuneCore Social Platforms Services, you irrevocably grant to TuneCore, throughout the world (the “Territory”) and during the Term (as defined below), the sole and exclusive right to be the administrator of the Recordings (as defined in Section 3 below) submitted hereunder by you, solely through the following distribution and/or social media platforms (collectively, the “Social Platforms”), as each may be selected and approved by you: (I) Meta and the Meta properties, meaning Facebook, Messenger (including as integrated (partially or wholly) with other Meta messaging services other than WhatsApp), Instagram, Portal, and Oculus, and all properties owned and/or operated by Meta or its affiliates that are integrated with the foregoing (by way of example, Lasso, IGTV, SparkAR, MicDrop, Gaming), including in each case, all features and functionality thereof (including live streaming functionality), and all players, pages, tools and APIs, in each case, owned and controlled by Meta or its affiliates, and including in each case, successor and derivative versions (the “Meta Platforms”); (II) TikTok; and (III) YouTube, including all mirror and/or derivative sites and related products and services (e.g., YouTube Shorts and YouTube Creator Music) and all replacement, successor and/or international versions thereof (the “YouTube Platforms”), including, but not limited to, YouTube Music, the YouTube video player and YouTube websites, applications (e.g., YouTube main app, YouTube Music app), APIs, embeds, products and services, and any of the foregoing that are made available for syndication as well as TuneCore’s YouTube sound recording monetization and revenue collection service (“YouTube Monetization”) as further described in Section 7 below.
(b) Without limiting the foregoing, the rights granted by you to TuneCore herein include, but are not limited to, the right:
i. To sell, use (and to license for use), copy, reproduce, communicate to the public, distribute, and otherwise exploit the Recordings by all means and media (whether now known or existing in the future) (“Sale”) through the Social Platforms, including but not limited to, via synchronizing the Recordings in timed relation with video content (including live stream videos) and still images;
ii. To reproduce, publish and utilize (and to permit others to reproduce, publish and utilize): (A) the titles of Recordings; (B) the name(s), biographical information; photographs, and likenesses of any artist(s) featured on the Recordings; (C) the cover artwork associated with the Recordings; and (D) other information and/or materials provided by you or the artists whose performances are embodied on the Recordings; in connection with the sale, advertisement, distribution and exploitation of the Recordings and/or in connection with TuneCore’s general business (and the general business of any of TuneCore’s parent, subsidiary and/or affiliated companies) and the advertising and promotion of TuneCore’s services (and any of TuneCore’s parent, subsidiary and/or affiliated company’s services);
iii. To authorize the creation, use and exploitation of so-called “user generated content” embodying your Recordings;
iv. To collect all income derived from any uses of the Recordings permitted herein;
v. To prosecute, defend and settle claims regarding the exploitation of the Recordings on all Social Platforms; and
vi. To enter into agreements with or assign or license any of TuneCore’s rights and/or delegate any of its obligations under this agreement to third party licensees on such terms as may be acceptable to TuneCore.
(c) TuneCore reserves the right, in its sole discretion, to refuse to provide its services to you or any customer for any or no reason whatsoever and shall be under no obligation to provide notification of such refusal.
(d) While you have the rights to sell your music on any platform, consumer store and/or via your own website, the rights grants by you to TuneCore under this Social Platforms Service are exclusive with respect to TuneCore serving as your authorized representative for distributing your Recordings to the Social Platforms listed above in Section 1(a) as each may be selected and approved by you.
(e) From time to time during the Term, individual Social Platforms may make changes to their platform, including, but not limited to, adding or removing specific services or products, developing and beta testing new products, running promotions, and creating alternate royalty calculations and/or pricing structures (individually and collectively, “New Platform Development(s)”). By entering into this agreement, you understand that as part of the Social Platforms Service, in connection with any Social Platform which you select and approve distribution to, you may be automatically opted in to such New Platform Developments made by such Social Platform during the Term. In such case, your sole remedy to opt out of such New Platform Development will be to (i) opt out of the specific New Platform Development (if permitted by TuneCore and/or the applicable Social Platform, in each’s discretion); (ii) opt out of distributing to such Social Platform entirely; or (iii) to terminate this agreement.
2. TERM.
The term of this agreement will commence on the date that you click the “I Accept” button and will continue unless and until terminated by either you or TuneCore (“Term”).
3. RECORDINGS.
The term “Recordings” shall be defined as the sound recordings (and audiovisual recordings, if applicable) together with any accompanying artwork, metadata and/or any other materials submitted by you to TuneCore at any time as part of the Social Platforms Service. TuneCore, 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 TuneCore and/or the Social Platforms. Technical descriptions of such format(s) will be provided to you upon request, provided that TuneCore reserves the right to convert audio files of the Recordings as necessary to meet the format and/or file size requirements of all Social Platforms. In addition, TuneCore will have the right to correct metadata errors to meet Platform requirements. TuneCore undertakes to provide your Recordings to Social Platforms as quickly as possible, with timelines ranging from a few hours, to a few days to several weeks in order for the particular Social Platforms to ingest and make your Recordings available to customers.
4. PAYMENTS.
(a) In connection with your Recordings exploited via the Social Platforms, TuneCore will pay you eighty percent (80%) of the Net Income (as defined in Section 4(b) below) attributed to your Recordings and actually received by TuneCore from the Social Platforms for the licensed uses of your Recordings. Net Income will be posted to your TuneCore account in a timely fashion after TuneCore’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 TuneCore’s actual receipts from Social Platforms less (i) any tax, fee or other charge related to the use of your Recordings and/or the remittance of payments to you; and (ii) any revenue paid to a Split Collaborator via the “TuneCore Splits” feature, as set forth below, if applicable. 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 TuneCore as a consequence of the Social Platform Terms of Service or otherwise, TuneCore shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.
(d) 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 TuneCore handles as your agent and places in such pooled accounts. In consideration for your use of the Social Platforms Services, you irrevocably transfer and assign to TuneCore 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, TuneCore may receive a reduction in fees or expenses charged for banking services by the banks that hold your Net Income.
(e) Eligible TuneCore account owners can direct a portion of their income to other eligible TuneCore accounts (referred to herein as “Split Collaborator(s)”) using the “TuneCore Splits” feature, as set forth herein. In order to create a split payment for a Recording, you will need to (i) distribute the Recording using a “Rising Artist”, “Breakout Artist”, or “Professional” plan (Recordings distributed under a New Artist Plan are not eligible for split payments); and (ii) provide TuneCore with the email address associated with each Split Collaborator’s account and the percentage of revenue that each Split Collaborator will receive. In order to receive a split payment as a Split Collaborator, you need to have a valid TuneCore account using a Rising Artist, Breakout Artist, or Professional tier plan, or a New Artist plan with the “TuneCore Splits Collaborator” add-on. Once a split has been created, in order to receive their share of revenue, each Split Collaborator must confirm the details of their revenue split. In the event that a revenue split is directed to an ineligible TuneCore account or email address, is not confirmed by a Split Collaborator, or is otherwise invalid, the portion of the revenue attributed to that payee will continue to be paid to the TuneCore account owner who created the split.
(f) Sales via certain Social Platforms, services and/or other revenue sources may not be eligible for split payments. Such ineligible income sources may include revenue derived from (i) the exploitation of the rights in the underlying musical compositions embodied in Recordings; (ii) Sales of Recordings on Meta Platforms; and (iii) YouTube Monetization of Recordings.
(g) TuneCore account owners are solely responsible for all charges, fees, duties, taxes, and assessments that are payable in connection with Sales of Recordings via their TuneCore account, including any portion(s) of such income that may be paid to a Split Collaborator.
5. STREAMING FRAUD.
(a) You agree that you will not use the Site or Social Platforms 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 TuneCore 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 TuneCore in the event that TuneCore receives any claim that, if true, would constitute a violation of your representations and warranties hereunder. Please see the Copyright Policy for further information.
(b) You agree not to engage in (or to permit, encourage, enlist, retain, or employ third parties to engage in), activities that, in TuneCore’s sole discretion, constitute Streaming Manipulation.
i. “Streaming Manipulation” means any activity and/or method which involves the artificial creation, by human or non-human means, of online or offline plays on audio and/or audio-visual streaming services, where such plays do not represent bona fide end-user listening and/or views initiated by genuine consumers and taking place in the reporting country. Streaming Manipulation may involve or include, but is not limited to, increasing, generating or manipulating play counts, sales, follow counts, engagement activity, or other key metrics used by the Social Platforms Services and/or any Platform, through the use of (A) bots, scripts, viruses, worms or any other computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms, inauthentic accounts, shared account information, or virtual private networks. Streaming Manipulation can be the result of activities undertaken with respect to either individual or groups of Recordings in order to artificially improve chart positioning, increase market share, increase royalty or other payments, or for any other fraudulent or dishonest purposes.
ii. You should be aware that Streaming Manipulation may be the result of the actions of a third party, such as a promotion or marketing company, record label or music distributor, acting on behalf of an artist or on its own behalf. You are encouraged to investigate and vet any companies or individuals you may enlist, retain, or employ to promote or market your music, as you may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that relates to your Recordings is a violation of these Social Platforms Terms of Service.
iii. The factors used to determine whether any particular consumption or marketing activity is Streaming Manipulation will vary according to the specific circumstances of each case and the examples and descriptions of Streaming Manipulation set forth herein are not intended to be exhaustive.
iv. Certain Social Platforms that use your Recordings may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon you hereunder.
(c) In the event that TuneCore has, in its good faith discretion, reason to suspect that your account or Recordings have been subjected to, involved in, or generated revenue from: violating the Social Platforms Terms of Service; fraud; infringement of copyright, trademark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Manipulation (collectively, “Improper Conduct”), TuneCore reserves the right to: (i) discontinue the posting of income, including any Net Income or other payments to your account, (ii) block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of TuneCore is obtained, and (iii) remove any or all of your Recordings from any or all Social Platforms. You further agree that such revenues will be forfeited by you if TuneCore determines, in its good faith discretion, that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct.
(d) You further agree to the following:
i. You agree to provide TuneCore with any information reasonably requested by TuneCore as part of its investigation into Improper Conduct.
ii. You agree that if a Platform notifies TuneCore that any of your Recordings have generated revenue, plays, or streams as a result of Improper Conduct, such notice will serve as sufficient evidence for TuneCore to determine, in its good faith discretion, that such revenues or plays are the result of Improper Conduct.
iii. Upon TuneCore’s determination that your account or Recordings have been subjected to, involved in, or generated revenue from Improper Conduct, you agree that all revenue in your account that has been frozen by TuneCore is forfeited, regardless of whether it was generated from any specific Recording(s) or Platform.
iv. You agree that TuneCore’s good faith determination of Improper Conduct can be based on streaming or other activity that is the same or similar to cases that the TuneCore has previously determined involved Improper Conduct.
v. The payment of revenues to you by TuneCore does not constitute TuneCore’s acknowledgement that such revenues were not the result of Improper Conduct.
vi. TuneCore has no duty to investigate Improper Conduct unless and until it freezes revenues in your account.
vii. If TuneCore determines that revenues generated to your account are the result of Improper Conduct, and such revenues have already been paid out to you, you agree to return such revenues to TuneCore.
viii. You agree that you will not be entitled to reimbursement for any fees paid by you to TuneCore in the event TuneCore disables access to your account, your Recordings and/or any other materials you provide to TuneCore, or to any revenues forfeited by you as set forth in the preceding sentence.
ix. To the extent that TuneCore, in its good faith discretion, determines that any Improper Conduct was caused by you or your affiliates’ actions or omissions or by any third party acting on your behalf or at your direction, any costs incurred by TuneCore (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by TuneCore from any monies otherwise payable to you.
x. If in TuneCore’s reasonable business judgment it elects to engage an attorney to review potential Improper Conduct or review and/or respond to any third-party allegation of Improper Conduct by you or associated with your account or Recordings, TuneCore shall, in its sole discretion, have the right to deduct from your account the cost of such engagement, but at a minimum Three Hundred Dollars ($300), to offset the costs of associated legal fees and expenses.
(e) TuneCore shall have the right, but not the obligation, to review and/or monitor any activity and content uploaded by you. TuneCore may investigate any complaints or any reported violation of its policies and may take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access and/or removal of any materials you may have uploaded. You agree that TuneCore reserves the right and may terminate your account in its sole discretion for any reason and at any time, including if, in TuneCore’s good faith discretion, you are believed to have engaged in Improper Conduct.
6. ADDITIONAL META PLATFORMS TERMS.
In the event that you opt to distribute Recordings to Meta Platforms as part of the Social Platforms Service, the additional terms set forth in this Section 6 shall apply:
(a) To the extent that you are author of, or own any rights in any musical composition(s) and/or lyrics embodied in any Recordings that you submit to TuneCore at any time for distribution via the Meta Platforms as part of the Social Platforms Service, you shall, as part of the Social Platforms Terms of Service sign-up process:
i. represent and warrant to TuneCore that all relevant rights in such musical composition(s) and/or lyrics that are necessary for Meta Platforms to make use of such Recordings for the purposes set forth in these Social Platforms Terms of Service are controlled in their entirety by one or more established, reputable music publishing company(ies) and/or by one or more internationally accepted collective management organizations;
ii. if at the relevant time that you submit your Recordings to TuneCore you are not a party to a songwriter agreement with an established, reputable music publisher, and/or a member of an internationally accepted collective management organization anywhere in the world (as evidenced by your ability or otherwise to give the representation and warranty in Section 6(a)(i.) above), you have the ability to sign-up to TuneCore Publishing Administration Services as a customer of TuneCore with respect to the administration of your rights in such musical composition(s) and/or lyrics.
(b) TuneCore will deliver your Recordings to Meta Platforms solely to the extent that you have given representations and warranties pursuant to Section 6(a)(i.) above. Without prejudice to TuneCore’s rights and remedies under these Social Platforms Terms of Service, if the representations and warranties you gave as part of the Social Platforms Service sign-up process are inaccurate, (i) TuneCore may immediately remove, may request Meta to immediately remove, or may be requested by Meta to immediately remove, the applicable Recordings from the Meta Platforms; (ii) and to the extent you owe any amount to TuneCore as a consequence, TuneCore shall have the right to deduct all or portion of such amounts from any Net Income otherwise payable to you.
(c) You agree that (i) you shall not, directly or through an agent or third party, sue Meta or its affiliates, or its or their respective directors, officers or employees (collectively, “Meta Entities”) during or after the Term, in respect of any use of Recordings submitted hereunder by you for distribution via the Meta Platforms as part of the Social Platforms Service, artwork and/or any other content owner or controlled by you on the Meta Platforms during the Term (including any use of such Recordings by end-users of the Meta Platforms) provided such use is not the result of a breach hereof and, (ii) you irrevocably and unconditionally release, acquit and forever discharge Meta and all Meta Entities, from any and all liability, claims, actions, suits and demands whatsoever throughout the world, whether known or unknown, you may have, or believe you have, against Meta and/or its affiliates arising out of, or related to, any and all actual or alleged unauthorized use of any Recordings submitted hereunder by you for distribution via the Meta Platforms on any Meta Platforms by any of the Meta Entities or by any end-user of the Meta Platforms, at any time prior to the date on which your Recording is first delivered by TuneCore to the Meta Platforms, related to or in connection with user videos uploaded to, hosted on or streamed via the Meta Platforms (no such claims, or liability for any such claims being admitted by Meta).
In the event that you opt in to YouTube Monetization as part of the Social Platforms Service, the additional terms set forth in this Section 7 shall apply:
(a) In order to opt a Recording into YouTube Monetization, such Recording must also be opted into all other YouTube Platforms.
(b) By opting into YouTube Monetization, you understand and agree that your Recordings may be incorporated into and distributed as part of user generated videos on the YouTube Platforms and any revenue derived therefrom may be shared with the uploader of the applicable video and any applicable rights holders therein.
(c) You can submit Recordings for YouTube Monetization that use only your own material for which you have exclusive rights and/or third-party material for which you have exclusive rights. For the sake of clarity, Recordings incorporating the following types of content are not eligible for inclusion in YouTube Monetization (each, an “Ineligible Recording”): (i) content licensed non-exclusively from a third party; (ii) content released under Creative Commons or similar free/open licenses; (iii) public domain recordings; (iv) clips or samples from other sources (including clips used under fair use principles); (v) karaoke recordings, instrumental cover versions, remasters and sound-alike recordings; (vi) sound effects, soundbeds, or production loops; and (vii) content created solely for, or submitted specifically for, use in YouTube videos to manipulate YouTube’s content ID system (e.g., music used for end cards in videos). The submission of Ineligible Recordings for use in connection with YouTube Monetization may result in TuneCore disabling your access to YouTube Monetization, terminating your TuneCore account and/or deducting any funds earned in connection therewith from your TuneCore account.
(d) You warrant and represent that (i) in utilizing YouTube Monetization you will comply with all of the terms of these Social Platform Terms of Service, including the terms set forth in this Section 7; (ii) any Recordings submitted for YouTube Monetization shall use only your own material for which you have exclusive rights and/or third-party material for which you have exclusive rights; and (iii) you shall not submit any Ineligible Recording(s) for inclusion in YouTube Monetization.
8. ADDITIONAL YOUTUBE CREATOR MUSIC TERMS.
Recordings opted in to YouTube Monetization are eligible for consideration by YouTube for YouTube’s Creator Music service (the “CM Service”). By opting in to YouTube Monetization, you understand that your Recordings may be submitted by TuneCore for inclusion in the CM Service. If any of your Recordings are selected for inclusion, the additional terms set forth in this Section 8 shall apply:
(a) The terms of this Section 8 (the “YouTube Creator Music Terms”) constitute a license agreement between you and TuneCore, in connection with the CM Service. You hereby confirm to TuneCore your approval of the license described hereunder in this Section 8 (the “License”) in relation with the Sale(s) of your Recording(s) on the CM Service. The CM Service will allow certain eligible YouTube creators which are selected by Google (“Eligible Creator(s)”) to access a library of sound recordings (including your Recordings) to synchronize them in the Eligible Creators’ videos (on a per-video basis), or in other audio or audio-visual content uploaded or otherwise made available by The Eligible Creators (including as a live stream) (each a “Creator Video”) on the YouTube Platforms, pursuant to the terms of a synchronization license purchased via the CM Service (each a “CM License”) inclusive of a synchronization licensing fee paid by the Eligible Creator (the “License Fee”). Under each CM license, the Eligible Creator will be granted the following worldwide, non-exclusive rights: The right to use up to the full length of the applicable Recording in the Creator Video and the right to transmit the applicable Creator Video via live streaming, on-demand streaming, and/or conditional downloading on the YouTube Platforms. The duration of the CM License may be for a fixed time period or for the life of copyright in the Recording concerned (as determined by TuneCore, YouTube and/or the applicable Eligible Creator). The sale, administration, and billing of the CM Licenses to Eligible Creators will be issued by Google LLC, located at 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA (“Google”) acting as agent on behalf of TuneCore, in Google’s name and on TuneCore’s behalf.
(b) For the purpose of the above paragraph and subject to the terms of this Section, you grant to TuneCore the following License, which includes all rights necessary to authorize Google to sub-license to Eligible Creators, on a non-exclusive basis, the right and license (but not the obligation), throughout the world and for the duration of each respective CM License, to:
i. Digitally download a Recording onto local storage devices solely as necessary for the Eligible Creator(s) to determine whether they wish to use such Recording in their Creator Video, provided that (A) no other rights are granted to the Eligible Creator in connection with any such download; and (B) the Eligible Creator undertakes to delete any unused downloads after 90 days (and you hereby agree and acknowledge that no additional payment shall be due to you in connection with such download);
ii. Record, edit (solely for purpose of timing, transition, playability, and pacing), use, synchronize, reproduce, and make available the applicable Recording in the Creator Video and make copies of the Creator Video for Sales on the YouTube Platforms (including live streaming, on-demand streaming, and conditional downloading) in accordance with the conditions herein; and
iii. Include and publicly display metadata in such Creator Video relating to the licensed Recording.
(c) The following license restrictions shall apply to each CM License:
i. The following persons/entities are excluded from the CM Service: (A) any persons and/or entities that Google considers as being primarily engaged in producing audiovisual content for commercial use; or (B) any commercial brands whose channels promote such brands.
ii. The following restrictions apply to videos from the CM Service, which cannot be granted a CM License:
(A) Videos where the creator has been paid (and/or received any other material consideration) by a brand or service to make a video that is primarily dedicated to endorsing or promoting that brand or service; and
(B) Videos that make any of the following uses of a Recording: 1. uses that fundamentally alter the Recording; 2. uses of the name and/or likeness of the recording artist performing on the Recording, other than to identify the Recording and/or artist concerned; or 3. uses that create a so called “Art Track” (static image while entire song plays) or other similar static image videos or lyric videos.
iii. Videos that could reasonably be interpreted as derogatory toward the artist concerned and/or detrimental to such artist’s moral rights (where applicable) or reputation.
(e) Once a CM License for the use of a Recording in a Creator Video has been granted, you will not be able to (i) monetize the use of that Recording in the applicable Creator Video via YouTube Monetization or (ii) request a take-down of the applicable Creator Video except in the event of a violation of the license restrictions described in these YouTube Creator Music Terms.
(g) For the avoidance of doubt and notwithstanding the Term of this license agreement between you and TuneCore, it is hereby clarified, as necessary, that any CM License granted to an Eligible Creator hereunder will be granted for the duration of each respective CM License. Any termination of a CM License initiated by you or any other applicable bona fide rights holder of a Recording or composition used in the relevant Creator Video will be subject to applicable law and Google’s relevant policies and Google may, in its sole discretion, refund all or a prorated portion of the applicable License Fee to the Eligible Creator and TuneCore may, in TuneCore’s sole discretion, demand that you repay the License Fee and/or deduct the amount from future payments due or payable to you hereunder.
(h) In the event you decide to (i) take down any of your Recordings currently available on the CM Service library or (ii) opt out your participation to the CM Service, leading to the take down of all of your Recordings available on the CM Service library, please contact our Artist Support Team here (and please make sure to include your Account Name, Account ID, and the ISRC of any Recording(s) you wish to remove from the CM Service library when submitting your Artist Support Request). TuneCore will comply with any such request in a timely fashion. Any CM License of a Recording purchased by an Eligible Creator before the removal of such Recording from the CM Service library will remain valid until the termination of the duration of the CM License concerned.
9. THIRD PARTY OBLIGATIONS.
You shall be solely responsible for securing and paying for any licenses (as applicable) required from musical composition copyright owners or their agents in connection with TuneCore’s exploitation of rights hereunder to the extent not paid directly by the Social Platforms and/or collected by The Mechanical Licensing Collective, 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.
(a) You warrant and represent that you are at least eighteen (18) years of age, you have the full right, power and authority to enter into this agreement and to grant to TuneCore 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 TuneCore 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 Social Platforms shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that TuneCore 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 TuneCore 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 Social Platforms Terms of Service, including reasonable attorneys’ fees and expenses.
(c) TuneCore shall give you prompt notice of any claim that is subject to the foregoing indemnification obligation and you shall defend TuneCore at your expense with counsel approved by TuneCore, which approval shall not be unreasonably withheld. In the event you fail to retain approved counsel, TuneCore may, if it so elects, defend itself at your cost and expense and you agree that TuneCore 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, TuneCore 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 TuneCore’s prior written approval.
(d) THERE ARE NO REPRESENTATIONS OR WARRANTIES BY TUNECORE, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN AS EXPRESSLY SET FORTH IN THE SOCIAL PLATFORMS TERMS OF SERVICE.
You acknowledge that in providing the Social Platform Services and payments hereunder, TuneCore will be required to enter into certain agreements with various Social Platforms. The selection of these Social Platforms shall be within the sole discretion of TuneCore. You agree that the Social Platforms Terms of Service shall be subject to any applicable terms and conditions of such other agreements that TuneCore enters into with respect to such Social Platforms.
TuneCore 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, TuneCore will charge you Twenty-Five Dollars ($25.00) per bar code or UPC, plus any revenue made by you from such transfer or resale. Alternatively, TuneCore may deduct such charges from any Net Income payable to you by TuneCore.
(a) The Site and Social Platform 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 Social Platforms 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 Social Platforms 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 TuneCore 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 Social Platforms Services to send altered, deceptive or false source-identifying information;
v. Upload, submit, post, email, or otherwise transmit, via the Site or Social Platforms Services, any Recordings or other materials that are, in the sole opinion of TuneCore, 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 TuneCore’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 TuneCore system or network or breach, impair or circumvent any security or authentication measures protecting and providing security for the Site or Social Platform Services;
viii. Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Social Platform 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 TuneCore 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 Social Platforms 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 Social Platform Services in any manner not permitted by the Social Platforms 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 Social Platforms Terms of Service.
(b) TuneCore does not guarantee exploitation of the Recordings, which will depend on consumer preference, nor on the inclusion or participation of any given Platform. TuneCore reserves the right in its sole discretion to decline to engage in business with any given Platform. Except as specifically set forth in the Social Platforms Terms of Service, TuneCore shall have no obligations to you.
(c) TuneCore shall not be deemed in breach of the Social Platforms Terms of Service unless you have given TuneCore notice of the breach and TuneCore 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 TuneCore, 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, Social Platform Services, TuneCore products or any TuneCore content, no matter whether the damages are foreseeable and whether or not TuneCore 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 TuneCore’s aggregate liability to you exceed One Hundred Dollars ($100).
(e) The Social Platforms 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 Social Platforms 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 Social Platforms 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 Social Platforms Terms of Service will not be deemed a waiver of such right or provision. You may not assign the Social Platforms Terms of Service (by operation of law or otherwise) without the prior written consent of TuneCore and any prohibited assignment will be null and void. TuneCore may assign Social Platforms Terms of Service or any rights or obligations hereunder without your consent. The relationship of the parties under the Social Platforms Terms of Service is that of independent contractors and the Social Platforms 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 Social Platforms Terms of Service and the rules, restrictions and policies contained herein, and TuneCore’s enforcement thereof, are not intended to confer and do not confer any rights or remedies upon any person other than you and TuneCore. The Social Platforms Terms of Service, together with the rules and policies of TuneCore, constitute the entire agreement between TuneCore 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 TuneCore via email (in each case to your email address of record), (ii) a posting on the Site, or (iii) by you via email to [email protected] or to such other address as TuneCore 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 TuneCore’s Privacy Policy as more fully described on the Site, and by using the Social Platform 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 TuneCore will not be obligated to furnish its services hereunder until receipt of said materials.
(h) You authorize TuneCore 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 distribution 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 TuneCore 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 the Sales of applicable Recordings. Said Clips may be created by TuneCore or any third party affiliated with TuneCore by using any consecutive ninety (90) seconds of the applicable Recording(s).
(i) TuneCore reserves the right, in its sole discretion, to refuse to provide its services to you or any customer for any or no reason whatsoever.