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Terms and Conditions

Last updated: April 1, 2021

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

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

  1. GRANT OF RIGHTS.

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

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

  1. 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;
  2. to collect all income deriving therefrom; and
  3. to use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied on the Recordings in connection with the Recordings and Company’s general business.

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

(d) You agree 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.

  1. “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.
  2. 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.
  3. 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.
  4. 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 (iii) remove any or all of your Recordings from any or all Consumer Stores. You further agree that such revenues will be forfeited by you 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:

  1. You agree to provide Company with any information reasonably requested by Company as part of its investigation into Improper Conduct.
  2. 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.
  3. 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.
  4. 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.
  5. The payment of revenues to you by Company does not constitute Company’s acknowledgement that such revenues were not the result of Improper Conduct.
  6. Company has no duty to investigate Improper Conduct unless and until it freezes revenues in your account.
  7. 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.
  8. 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.
  9. 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.
  10. 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.

  1. 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. In addition, you agree that Company and/or its suppliers will have the right to supplement existing artwork necessary to complete the packaging for discs-on-demand. Reasonable efforts will be made to provide you with approval rights over such artwork, but in the event that you object to any such artwork your only remedy shall be to (a) provide appropriate replacement artwork or (b) request prospective discontinuation of delivery of your materials in such manner. In no circumstances shall Company have any liability to you with respect to the quality, sufficiency or other aspect of the creation and delivery of such discs-on-demand.

  1. PAYMENTS.

(a) Company will pay you one hundred percent (100%) of Net Income (as defined in Section 3(b) below). Net Income will be posted to your TuneCore account in a timely fashion after Company’s receipt thereof. Once payment has been credited to your account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.

(b) “Net Income” shall be defined as Company’s actual receipts from Consumer Stores less any tax, fee or other charge related to the Sale of your Recordings. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.

(c) To the extent that you owe any amounts to Company as a consequence of the Terms of Service or otherwise, Company shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.

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

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

  1. THIRD PARTY OBLIGATIONS.

(a) You shall be solely responsible for securing and paying for digital phonorecord delivery, mechanical, public performance and any other licenses (as applicable) required from musical composition copyright owners or their agents in connection with Company’s exploitation of rights hereunder, as well as royalties due to artists, producers and other persons who performed in the making of the Recordings and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes.

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

(c) To the extent that Company permits you to select certain Recordings from your TuneCore catalog to distribute free to fans or directly through your own website, you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries.

  1. WARRANTIES; REPRESENTATIONS; INDEMNITIES.

(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 Company all rights specified; all of the Recordings, including, without limitation, any sampled third party material embodied therein, artwork, metadata, audiovisuals, images and any other materials furnished by you to Company or relating to the Recordings are owned or controlled by you and the use thereof as described or contemplated herein and/or on the Site and/or Consumer Stores’ websites shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that Company shall have the right to exploit same in any manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity other than the amounts payable to you hereunder.

(b)  You shall defend and indemnify Company and any of its affiliates (including any directors, members, officers, employees and other representatives) and hold them harmless against any third party claims or expenses and losses resulting from breach or a claim which, if true, would constitute a breach of the foregoing representations and warranties or any of the agreements contained in these Terms of Service, including reasonable attorneys’ fees and expenses.

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

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

  1. 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 (i.e., your share of Net Income) or charge such fees to any Payment Method you provide to Company. You are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your TuneCore account by you or anyone else using your account. If you notify Company in writing that you are terminating your subscription for one or more of your Recordings, no further subscription fees will be charged to your TuneCore account or Payment Method for those Recordings and all terminated Recordings will be removed from their respective Consumer Stores. You will not be entitled to reimbursement of any pre-paid fees with respect to any terminated Recordings. If for any reason you fail to make a payment or a payment is reversed hereunder via the Payment Method or any other method after agreeing to these Terms of Service, Company will be entitled to recoup, at its sole discretion, the subscription fee, by any means necessary, including the right to keep your account active and collect any resulting royalties until the subscription fee is fully recouped. It is your responsibility to notify Company if your Payment Method has changed by making the appropriate changes to your TuneCore account settings. If you do not provide a valid Payment Method your service may be disconnected or interrupted at Company’s sole discretion.

  1. TERM.

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

  1. 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.

  1. OTHER AGREEMENTS.

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

  1. 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.

  1. 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:

  1. 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;
  2. Use any metadata, meta tags or other hidden text utilizing a TuneCore name, trademark, URL or product name;
  3. 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;
  4. 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;
  5. 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;
  6. 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;
  7. 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;
  8. Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Services;
  9. 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;
  10. Collect or store personal data about other users of the Site or Services without their express and explicit permission;
  11. Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;
  12. Use the Site or Services in any manner not permitted by the Terms of Service; or
  13. Instruct or encourage any other individual to do any of the foregoing or to breach and/or violate any of the Terms of Service.

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

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

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

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

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

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

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

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

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

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

These Terms and Conditions were last revised and are effective as of April 1, 2021.

TUNECORE, INC. SUPPLEMENTAL TERMS AND CONDITIONS – PUBLISHING ADMINISTRATION


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 [insert link] (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.

2. 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.
7. 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.
8. 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.
10. 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.

 


TUNECORE, INC. SUPPLEMENTAL TERMS AND CONDITIONS – TRADITIONAL SYNCHRONIZATION LICENSING

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.

1. 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.

2. 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 twenty percent (20%) 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.

 

STORE AUTOMATOR AMENDMENT TO TUNECORE’S TERMS OF SERVICE

Effective as of November 6, 2015

YOU UNDERSTAND THAT BY CLICKING ON THE "I AGREE'' BUTTON AND/OR USING THE SERVICES OFFERED BY COMPANY THROUGH THE SITE OR WITH RESPECT TO YOUR TUNECORE ACCOUNT, YOU AGREE TO BE BOUND BY ALL OF 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.

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 by incorporating the following additional operative provisions. 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.

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.

Collect Your YouTube Sound Recording Revenue Amendment to TuneCore’s Terms and Conditions

Effective as of November 6, 2015

YOU UNDERSTAND THAT BY CLICKING ON THE "I AGREE" BUTTON AND/OR USING THE SERVICES OFFERED BY COMPANY THROUGH THE SITE OR WITH RESPECT TO YOUR TUNECORE ACCOUNT, YOU AGREE TO BE BOUND BY ALL OF 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.

Please read the following terms and conditions carefully, which amend the Terms of Service that you previously entered into with TuneCore, Inc. ("TuneCore") with respect to your Recordings and Compositions, as such agreement has been supplemented, amended or otherwise modified by incorporating the following additional operative provisions. 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.

1. GRANT OF RIGHTS.

a. By clicking on the "I Agree" button, you irrevocably grant to TuneCore, throughout the Territory and during the Term, the sole right:

i. To be the administrator of the Recordings submitted hereunder (the "YouTube Recordings"), including, but not limited to, the right to use the YouTube Recordings in connection with and in timed relation with YouTube videos.

ii. To prosecute, defend and settle claims regarding the exploitation of the YouTube Recordings on YouTube.

iii. 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.

b. TuneCore reserves the right, in its sole discretion, to refuse to provide the Services to you or any customer for any or no reason whatsoever, and shall be under no obligation to provide notification of such refusal. For the avoidance of doubt, Recordings must be actively distributed by TuneCore at the time of submission hereunder in order to be included as YouTube Recordings hereunder.

2. PAYMENTS.

a. TuneCore shall collect all Gross Receipts earned by the YouTube Recordings.

b. "Gross Receipts" is defined in this agreement as all revenue derived directly and exclusively in connection with the exploitation of the YouTube Recordings on YouTube, excluding any deductions taken for any reason by YouTube. Eighty percent (80%) of Gross Receipts shall be credited to your TuneCore account. TuneCore shall be permitted to retain twenty percent (20%) of Gross Receipts.

c. You shall receive statements as to your share of Gross Receipts, and such monies credited to your TuneCore account, in a timely fashion following TuneCore's receipt of accounting and payment from YouTube. Once payment has been credited to your account, you will be able to withdraw all or a portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any objection relating to any accounting statement or any legal claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is initially sent to you, and you waive any longer statute of limitations that may be permitted by law. Notwithstanding the foregoing, and without limiting any other provision of the Terms of Service, TuneCore will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts owed, determined or reasonably suspected by TuneCore in its sole discretion to have resulted from fraudulent, misleading or false activities. TuneCore reserves the right to withhold or deduct payment, if applicable, pending TuneCore's reasonable investigation of any of the foregoing or any breach of the Terms of Service by you.

d. The Gross Receipts in your TuneCore account may be held by TuneCore in an interest bearing account. TuneCore may, in its sole discretion, retain all interest earned on the Gross Receipts or pay to you all or a portion of such interest.

e. In the event that TuneCore has, in its good faith discretion, reason to suspect that any YouTube Recording submitted by you to TuneCore is not in compliance with the terms of Section 4 below, or if TuneCore is presented with a claim of infringement of copyright, moral rights, trademark, right or publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties and agreements hereunder, you agree that TuneCore may discontinue the posting of your share of Gross Receipts with respect to such YouTube Recording to your TuneCore account and block your ability to otherwise withdraw funds therefrom until satisfactory resolution of the matter is obtained. Furthermore, you agree that you will forfeit such revenues if TuneCore determines that they are the result of infringement or fraud.

f. If TuneCore, in its reasonable discretion, determines that any infringing or fraudulent activities may have been caused by your or your affiliates' acts or omissions, any costs incurred by TuneCore (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by TuneCore from any monies otherwise payable to you by TuneCore. Furthermore, if in TuneCore's reasonable business judgment it elects to engage an attorney to review and/or respond to a claim of fraud and/or infringement with respect to a YouTube Recording(s), TuneCore shall, in its sole discretion, have the right to deduct from your TuneCore account or charge your Payment Method (defined in Section 5(b) below) a minimum of Three Hundred Dollars (USD $300) to offset the costs of associated legal fees and expenses.

3. THIRD PARTY OBLIGATIONS.

You shall be solely responsible for securing and paying (a) all fees and/or royalties due to performers, producers and other persons who contributed to the production of the YouTube Recordings or to whom you are otherwise obligated to pay a portion of the income from any of the YouTube Recordings, (b) all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes, and (c) to the extent that such rights are not licensed directly by YouTube, mechanical and public performance royalties payable with respect to musical compositions embodied in the YouTube Recordings. You warrant and represent that all third parties to whom you are obligated to pay a portion of the income from the YouTube Recordings shall look solely to you for any such payments and you hereby agree to indemnify TuneCore and hold TuneCore harmless from any and all claims, demands or actions by any such third parties for any such payments in accordance with the indemnification provisions of the Terms of Service.

4. WARRANTIES AND REPRESENTATIONS.

You warrant and represent that you are at least eighteen (18) years of age and that all of the YouTube Recordings are one hundred percent (100%) exclusively owned or controlled by you throughout the world and the use thereof as described or contemplated herein shall not infringe on the copyrights, moral rights, trademark rights, publicity rights or other rights of any person or entity; and that TuneCore 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 other than the amounts payable to you hereunder. For the avoidance of doubt, YouTube 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; and (vi) sound effects, soundbeds or production loops. The submission of Ineligible Recordings for use in connection with YouTube Monetization may result in TuneCore disabling your access to YouTube Monetization or terminating your TuneCore account.

5. TUNECORE FEES.

a. You shall pay TuneCore a one-time, non-refundable fee (the "Set Up Fee"), as set forth on TuneCore's website, to cover TuneCore's administrative expenses with respect to updating your catalog of YouTube Recordings.

b. You agree that TuneCore is authorized to deduct the Set Up Fee, any applicable taxes and other charges you may incur in connection with your use of the administration services directly from your TuneCore account or charge such fees to any alternate payment method you provide to TuneCore (such as a valid PayPal account, credit card or debit card, each a "Payment Method"). For the avoidance of doubt, if you or TuneCore terminates this agreement for any of the reasons set forth herein, you will not be entitled to a full or partial reimbursement of the Set Up Fee. Furthermore, if for any reason you fail to make a payment or a payment is reversed hereunder via the Payment Method or any other method after agreeing to these Terms of Service, TuneCore will be entitled to recoup, at its sole discretion, the Set Up Fee (plus a Twenty-Five Dollar (USD $25.00) administrative fee), by any means necessary, including the right to keep your account active and collect any resulting royalties until the Set Up Fee is fully recouped. It is your responsibility to notify 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.

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. 

  1. The Program

(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 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

(iii) 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.

  1. Privacy

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. 

  1. Liability

(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. 

  1. Applicable Law

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,

  1. Conduct

(a) Prohibited Conduct, Generally

(i) Users agree not to use the Program to:

  • Violate any applicable law;
  • Infringe the intellectual property rights of the Program Entities or any third parties;
  • Stalk, harass, or harm another individual;
  • Collect or store personal data about other Users;
  • Impersonate any person, or otherwise misrepresent User’s identity;
  • Interfere with, disrupt, or violate the Program Terms or servers or networks connected to the Program; or disobey any requirements, procedures, policies, or regulations of such networks;
  • Interfere with another User’s use of the Program;
  • Attempt to gain unauthorized access to the Program, or to other accounts, computer systems, or networks connected to the Program;
  • Conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
  • Transmit any file that contains viruses, worms, Trojan horses, or any other contaminating or destructive features;
  • Use the Program to conduct any illegal activity or solicit the performance of any illegal activity or other activity that infringes the rights of others;
  • Resell, barter, trade, auction, or otherwise generate income by providing access to the Program to others. 
  1. Bulk Distribution Prohibited

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.

 

  1. Fraudulent and Suspicious Behavior

(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.

TUNECORE SOCIAL TERMS AND CONDITIONS

Effective as of April 18, 2017

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.

  1. BASIC TERMS

(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.

  1. PASSWORDS. You are responsible for safeguarding the password that you use to access the App and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
  2. WARRANTIES; REPRESENTATIONS; INDEMNITIES.

(a)        You warrant and represent that you are at least eighteen (18) years of age; you have the right and authority to enter into this agreement and to grant to Company all rights specified 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.

  1. TERM.The Terms of Service shall apply at all times while you utilize the App.
  2. DISCLAIMERS AND LIMITATION OF LIABILITY.

(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://security.google.com/settings/security/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.

  1. MISCELLANEOUS.

(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 date: January 2021

PRIVACY POLICY

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, 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.

  1. What information or personal data do We collect from You and why?

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:  

  • Name(s) and surname;
  • Postal address (invoicing or delivery); 
  • Landline or mobile (personal or professional) phone number;
  • Email address;
  • Banking information (bank or other account information, bank account details, credit/charge card information, number, expiry date, visual cryptography);
  • Passport number or ID number; 
  • Spoken language or chosen language for the Sites or Services
  • Any confidential information to help You recall Your personal identifiers or passwords;
  • For Minors: their parents or legal guardian’s last name, first name, and email address; 
  • For performing artists or their representatives only: their stage name, textual, graphic, photographic or video elements or sound and date elements related to a sound recording reproducing the performance ("Recording") or videos reproducing an audio-visual work produced by setting images to illustrate the interpretation of a musical work and dates that is the subject of a Recording ("Music Video");sleeves, words, videos, titles of works (compositions with or without words), dates, names, stage names, pseudonyms, biographies, videos and photos of performing artists, names of songs and albums and associated artists, the year of release of songs and albums and the name of the person or entity that holds the rights to album songs, arrangements, and/or illustrations;
  • necessary metadata to identify the works fixed on the Recordings and Music Videos, and their assigns, in particular the authors', composers', publishers' names, or all assigns, ISWC, ISRC, UPC codes, etc ;
  • only in case of registration for Services requiring the collection of such information: the tax identification number;
  • Content of the cart of Products or Services;
  • IP address (number automatically assigned by your Internet Access Service Provider or the MAC address of your electronic devices from which access to the Site(s) is made and which are subject to an automatic identification and recording for each use of the Site(s);
  • Demographic data on Users (e.g. age, gender, place of residence); 
  • Data on Users' tastes, musical preferences (playlists) or other shared data collected from music platforms;
  • Technical information, such as cookies (for more information Cookie Policy (insert link
  • Geolocation data, in particular through GPS signals sent by mobile phone devices: when Users use geolocation services offered by the Sites, for example to offer them personalised advertisements, We will first collect their express authorisation (opt-in). Users may in that case, at any time, revoke such authorisation (opt-out);
  • Third party's data (i.e., contacts, friends) provided by Users. You must obtain such third party’s express consent before You share their data with Us.

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: 

  • Information on the Users' Internet browser and devices to access the Sites, such as the type of device, screen resolution, version of operating system, type and version of the Internet browser, as well as the type and version of the Service used. A unique identifier may be assigned to the device from which Users access the Service(s) delivered by Us or its service providers;
  • Data relating to Users' use of widgets, mobile applications or other communication services: within this context We may collect the unique identifier, as well as Other Information relating to the connecting device in order to provide content and advertising to the devices. It may also collect the date and time of access to the servers, as well as the downloaded files and information;
  • Server Log files to calculate the Services rate of use, manage the Services, diagnose problems affecting the servers, or determine Users' geolocation data;
  • Information collected using cookies, clear gifs, web beacons, pixel tags or other similar technologies (for more information, please read our Cookie Policy (insert link)); 
  • Demographic or Other Information as long as it does not allow the person's identification;
  • Information on the Services' use via analytical tools enabling Us to provide You with enhanced performance level. The information thus collected may provide Us with information regarding the most used services and functions, the type of equipment used, its characteristics, country, and downloading language;
  • Information cross-referencing to create User profiles;
  • Responses to a survey or questionnaire submitted by Us on the use of the Products, Services or the Sites.
  1. 2. How do we collect Your Data? 

We collect Your Data from:

  • The contract You entered into with Us;
  • The account You created or Services You subscribed to;
  • Viewing, downloading or using a Site;
  • Your purchases;
  • Your subscription to newsletters or other types of communications;
  • Your claims regarding a Product or Service;
  • Your concert or event tickets purchase;
  • Public databases;
  • Commercial or media partnerships for marketing or promotional operations related to our activity;
  • The use of Your User's personal account via one of the social networks, a platform or a third-party service to connect to one or more of its accounts on the Sites. In such a case, certain Personal Data from the Your social network or other third-party service’s personal account may be shared with Believe (i.e., the name, e-mail address, photos, contact list, listening history, songs or favourite artists, and any Other Information to which BELIEVE has access when You log on through Your personal account on a social network or on any other third party service);
  • Your participation via Your personal account to a social network, a third-party platform or service, or directly on Sites hosting games, competitions, lotteries, quizzes or any other promotional operation organised by Us.

We collect Your Other Information via: 

  • Browsers, devices, and widgets and other digital applications' use on such devices;
  • Server log files; 
  • Cookies (for more information, please read our Cookie Policy (insert link)
  • Geolocation when Users have given their express consent to Us; 
  • The sharing of information and data.

 

  1. What do We process Your Data for? 

We process Your Data to: 

  • Create and administer Your personal accounts; 
  • Perform contractual obligations,
  • Provide Services or deliver purchased Products;
  • Conduct and process various payment transactions;
  • Respond to Your requests or inquiries, or provide and improve customer support;
  • Organise, implement and manage Your participation in games, contests, lotteries, quizzes, or other similar promotional campaigns, surveys or other features
  • Communicate with You (e.g., administrative, promotional or commercial communications);
  • Provide, improve, optimise and customize Your User experience and make it easy for You to share functions on social media; 
  • Implement, ensure and improve Sites or Services security, combat fraud, and prevent data security breaches as defined by the GDPR;
  • Analyse, identify, improve and understand the Services and Sites functioning and the trends of the use of the Sites or Services; 
  • Determine, customize, and improve marketing and promotion techniques efficiency and adapt promotional and advertising campaigns to Your purposes and needs;
  • Send, purchase or share gifts or links to albums or songs, music information, videos or other Services with contacts, friends, and family members or other Users
  • Fulfil our legal obligations 
  • Manage and administer Your Personal Data in compliance with GDPR

 

  1. On what legal ground can We process Your Data? 

We may process Your Data based on:

  • Your consent;
  • A contract You entered into with Us;
  • A legal obligation;
  • Our legitimate interest (for example, to improve our Products and Services, to prevent fraud, to secure Sites and Services, or to customize our communication.

 

  1. Who receives Your data?

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: 

  • Our subsidiaries;
  • Third-party providers with whom We work to facilitate the Services' provision or access to Sites, such as but not limited to hosting services, data analysis, processing of payment transactions and repayment of royalties or orders of Products and Services, providing infrastructure services, information technology services, customer services, e-mail distribution services, audit or other similar services;
  • For performing artists or their representatives only: the provided information may, amongst others, be used to track how certain Recordings sell for ranking purposes. By using our Services, they agree that Believe may provide sales' Records or Music Videos information to third parties (e.g. platforms), aggregate this information in diagrams, charts and/or other comparative information support materials, and also release it in accordance with the General Terms and Conditions of Sale of the Services.
  • Third-party providers or performing artists or managers, producers or labels may send advertising and promotional communications to Users, subject to the contract they entered into with Us. In that case Users will be deemed to have agreed to receive such content via traditional, digital media or other means of communication;
  • Third party organisers or managers of promotional campaigns, such as games, contests, lotteries, etc.

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: 

  • To comply with applicable law, including the law of countries outside Your place of residence;
  • To respond to injunctions or requests from public or governmental authorities, including those outside Your country of residence;
  • To perform under or enforce the contract, the General Terms and Conditions of Sale and Use of our Services, or to protect our activities or those of our subsidiaries or our performing artists, managers', labels' and producers' activities;
  • To protect the rights, security and property of Believe or those of Believe’ subsidiaries, artists, labels, managers or producers;
  • To exercise or defend our legal rights or to have such rights recognized;
  • To make any necessary recourse or to limit damages or any sentences that may be pronounced against Believe or its subsidiaries;
  • For a reorganisation, merger, acquisition, joint venture or any other form of transfer of all or part of Believe or its assets to any such third party;
  • To perform specific data transfers upon receiving Your explicit consent;
  • To satisfy a public interest;
  • To protect You, or third parties, from fraud, abuse, illegal acts or breach of contract, or of the general terms of use of the Sites or Services or sale of Products;
  • You may also decide to communicate Your Data by using the available features on message boards, discussion forums, chats, share profiles on social networks, blogs or via any other means proposed by service providers. In that case, such service providers will be responsible for processing Your Data and You will need to carefully read their privacy or confidentiality policies. 
  • Information, documents or data published or communicated by You in connection with the Services become public domain information and may therefore be made available to other users of the Services or generally distributed on the Internet or on other communication networks. Under no circumstances whatsoever should We be held liable for the consequences arising from the use or communication of any information or data that was the subject of a voluntary communication by You through any of the Services.We may use and communicate such Data in accordance with the general terms and conditions of use of Services or Products.

 

  1. How long do We use Your Data for? (data retention period)

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: 

  • The term of the contract entered into by You with Us;
  • The retention period required by applicable law (i.e., accounting or archiving obligations);
  • The duration of the Your consent for a specific use;
  • For prospects (in the absence of any subscription to a Service or purchase of a Product): 1 year or less from the day of the Data collection;
  • 6 months or less for cookies or 13 months in specific cases (for more details, please read our Cookie Policy (insert link)) 

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.

  1. Hosting-storage and transfer of your data outside the European Union

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.




  1. Security measures

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: 

  • Storage on secure servers within the European Union;
  • Protection, including through data encryption processes, such as Secure Sockets Layer (“SSL”) for credit card transactions and other bank payment transactions that require the use by Users of an SSL-enabled browser, such as Safari, Netscape Navigator 3.0 (or later version), Chrome, Firefox or Internet Explorer;
  • Limited access of employees or third-party staff to databases containing the Data;
  • Contractual obligations for our staff handling Data which impose confidentiality requirements they must fulfil. 

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. 

 

  1. Your rights 

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: 

  • Right to Information: right to obtain clear, transparent and understandable information on how We use Your Personal Data;
  • Right of access: right to access Your Personal Data held by Us about You;
  • Right of rectification, opposition or limitation: right to have Your Personal Data corrected if they are inaccurate or incorrect and/or to complete them;
  • Right to erasure/right to be forgotten: right to request the erasure or deletion of Your Personal Data. This right may, however, be limited by Us by legal grounds or legitimate interest in maintaining said Personal Data. Such a request will result in the termination of User's customer/user account and the User will no longer be able to access the Sites or Services;
  • Right to object to direct marketing: right to request or modify Your choice at any time to no longer receive communications relating to the offers of Services, Products, news or events from Us or third-party partners. In this case, You may use the hyperlink provided for this purpose in each email or promotional communication received or the STOP SMS in each promotional SMS received. Users may also request to receive non-personalised communications on the Products and Services. We will then use our best efforts to inform our third-party partners unless such communication proves impossible or requires disproportionate efforts. In this case, You will be responsible for contacting the third party in question directly in order to request de-registration/ unsubscribing/ withdrawal from receipt of said communications;
  • Right to withdraw consent at any time for consent-based data processing: right to withdraw Your consent to the processing of Your Personal Data when such processing is based on consent;
  • Right to data portability: right to request copying, transferring Your Personal Data to another database. This right applies only to Personal Data provided by Users, and provided that the processing is based on an agreement or consent and made using automated processes. We will return to Users the Data in a structured manner and in a legible format.

 

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.

 

  1. What if a data breach occurs?

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.

 

  1. How can You contact us?

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 

FACEBOOK MONETIZATION AMENDMENT TO TUNECORE’S TERMS AND CONDITIONS

EFFECTIVE AS OF JULY 16th, 2018

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

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

1. Grant of Rights.

a. By signing up for the Facebook Monetization service, you irrevocably grant to TuneCore, throughout the world (the “Territory”) and during the Term (as defined below), the sole and exclusive right but not the obligation:

i. To be the administrator on all Facebook properties (e.g., Facebook (including Facebook Live), Messenger, Instagram, Oculus, including respective players, pages,APIs and apps wholly owned by Facebook or its affiliates) of the Recordings submitted hereunder (the “Facebook Recordings”), including, but not limited to, the right to use, and to license for use, the Facebook Recordings in timed relation with videos (including live stream videos) and, in connection with such use, to reproduce the titles, names of featured artists and cover artwork associated with the Facebook Recordings.

ii. To prosecute, defend and settle claims regarding the exploitation of the Facebook Recordings on all Facebook properties

iii. 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.

b. 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. For the avoidance of doubt, Recordings must be actively distributed by TuneCore at the time of submission hereunder in order to be included as Facebook Recordings hereunder.

2. Term.

This Facebook Monetization Amendment to TuneCore’s Terms and Conditions shall apply at all times while you utilize (i.e., remain opt-ed into) the Facebook Monetization service (the “Term”).

3. Payments.

a. Eighty percent (80%) of Gross Receipts shall be credited to your TuneCore account. TuneCore shall be permitted to retain twenty percent (20%) of Gross Receipts.

b. “Gross Receipts” is defined in this agreement as a prorated (proportional) amount of all revenue derived directly and exclusively in connection with the exploitation of all recordings of TuneCore customers that have opted-in to the Facebook Monetization service (including the Facebook Recordings) on Facebook’s properties and collected by TuneCore from Facebook.

c. You shall receive your share of Gross Receipts, and such monies credited to your TuneCore account, in a timely fashion following TuneCore’s receipt of accounting and payment from Facebook. Once payment has been credited to your account, you will be able to withdraw all or a portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any objection relating to any accounting statement or any legal claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is initially sent to you, and you waive any longer statute of limitations that may be permitted by law. Notwithstanding the foregoing, and without limiting any other provision of the Terms of Service, TuneCore will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts owed, determined or reasonably suspected by TuneCore in its sole discretion to have resulted from fraudulent, misleading or false activities. TuneCore reserves the right to withhold or deduct payment, if applicable, pending TuneCore’s reasonable investigation of any of the foregoing or any breach of the Terms of Service by you.

d. The Gross Receipts in your TuneCore account may be held by TuneCore in an interest bearing account. TuneCore may, in its sole discretion, retain all interest earned on the Gross Receipts or pay to you all or a portion of such interest.

e. In the event that TuneCore has, in its good faith discretion, reason to suspect that any Facebook Recording submitted by you to TuneCore is not in compliance with the terms of Section 5 below, or if TuneCore is presented with a claim of infringement of copyright, trademark, right or publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties and agreements hereunder, you agree that TuneCore may discontinue the posting of your share of Gross Receipts with respect to such Facebook Recording to your TuneCore account and block your ability to otherwise withdraw funds therefrom until satisfactory resolution of the matter is obtained. Furthermore, you agree that you will forfeit such revenues if TuneCore determines that they are the result of infringement or fraud.

f. If TuneCore, in its reasonable discretion, determines that any infringing or fraudulent activities may have been caused by your or your affiliates’ acts or omissions, any costs incurred by TuneCore (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by TuneCore from any monies otherwise payable to you by TuneCore.

4. Third Party Obligations

You shall be solely responsible for securing and paying (a) all fees and/or royalties due to performers, producers and other persons who contributed to the production of the Facebook Recordings or to whom you are otherwise obligated to pay a portion of the income from any of the Facebook Recordings and (b) all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes. You warrant and represent that all third parties to whom you are obligated to pay a portion of the income from the Facebook Recordings shall look solely to you for any such payments and you hereby agree to indemnify TuneCore and hold TuneCore harmless from any and all claims, demands or actions by any such third parties for any such payments in accordance with the indemnification provisions of the Terms of Service.

5. Warranties and Representations.

You warrant and represent that you are at least eighteen (18) years of age and that all of the Facebook Recordings are one hundred percent (100%) exclusively owned or controlled by you throughout the world and the use thereof as described or contemplated herein shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that TuneCore 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 other than the amounts payable to you hereunder. For the avoidance of doubt, Facebook Recordings incorporating the following types of content are not eligible for inclusion in Facebook 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; and (vi) sound effects, soundbeds or production loops. The submission of Ineligible Recordings for use in connection with Facebook Monetization may result in TuneCore disabling your access to Facebook Monetization or terminating your TuneCore account.

6. Covenant not to Sue and Release.

By signing up for the Facebook Monetization service, you (i) agree that you shall not, directly or through an agent or third party, sue Facebook or its affiliates, or its or their respective directors, officers or employees during or after the Term, in respect of the use of the Facebook Recordings, artwork and/or any other content owned or controlled by you, on any Facebook property during the period commencing on July 4, 2018 and ending twenty-seven (27) months thereafter (including the use of such Facebook Recordings by users of Facebook’s properties), and (ii) irrevocably and unconditionally release, acquit and forever discharge Facebook and all Facebook entities from any and all liability, claims, actions, suits, and demands whatsoever throughout the world, whether known or unknown, arising out of, or related to, any and all actual or alleged acts of copyright infringement or infringement of your rights by any Facebook entity or by any Facebook user, at any time prior to July 4, 2018, related to or in connection with user videos uploaded to, hosted on or streamed via any Facebook property.

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 [insert link] 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.

  1. General. The Distributor Sites including the content, visual interfaces, interactive features, audio, video, audio-visual material, information, graphics, design, compilation, computer code, products, software, services, proprietary information, service marks, trademarks, trade names, distinctive information (such as logos), the selection, sequence, “look and feel” and arrangement of items, and all other elements of the Distributor Sites that are provided by Distributor (“Distributor Materials”), are owned and/or licensed by Distributor, and are legally protected, without limitation, under U.S. federal and state laws and regulations and Luxembourgian laws and regulations, as applicable, as well as applicable foreign laws, regulations and treaties. Distributor Materials do not include Third Party Content (as defined below). Except as expressly authorized by Distributor, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of, the Distributor Sites and/or the Distributor Materials. Distributor reserves all rights not expressly granted in these Terms. You shall not acquire any right, title, or interest to the Distributor Materials, except for the limited rights expressly set forth in these Terms.

  2. Apps and Other Downloadable Software. If any of the Distributor Materials that we make available to you is software capable of being downloaded, then the software and all files, images and data relating to the software will be licensed to you by us. This license is a personal, limited, non-transferable, non-sublicensable, revocable license, and we reserve the right to alter or revoke the license at any time by providing notice to you. Upon receiving notice of revocation, you must destroy all copies of the software in your possession and/or residing on systems under your control. You do not own the downloaded software, and we do not transfer ownership of the software to you. We retain full ownership of, and title to, the downloaded software and all intellectual property rights related thereto. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-perceivable form (except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation). Software that is downloaded from the Distributor Sites is subject to United States and the Luxembourg export control laws. If you download software from the Distributor Sites, you represent and warrant to us that you are not acting in violation of those laws.

  • User Content.

      1. General. The Distributor Site may now or in the future permit you and other Users to post or link media, text, audio and video recordings, photos, graphics, commentary or other information or content ("User Content"), and to host and/or share such User Content. User Content is not controlled by Distributor. Distributor makes no representations that your User Content will remain available via the Distributor Site in any way. We may remove your User Content at our sole discretion. You understand that any User Content that you post on the Distributor Site is made publicly available to users of the Distributor Site, and Distributor does not guarantee any confidentiality with respect to any such User Content, nor does it guarantee that your intellectual or proprietary rights in such User Content will not be infringed or misappropriated.

      2. Grant of Rights. 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, by submitting User Content to Distributor, you hereby grant Distributor and its affiliates a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license, with the right to grant and authorize sublicenses, to use, reproduce, digitize, encode, store, transmit, distribute, modify, adapt, translate, prepare derivative works of, display, perform, communicate to the public and otherwise exploit such User Content in connection with the Distributor Site and Distributor's (and its successors, transferees and sublicensees, as well as their respective affiliates) business, including without limitation for promoting and redistributing part or all of the Distributor Site (and derivative works thereof) in any media formats and through any media channels or through merchandising. You grant Distributor and its affiliates, transferees and sublicensees (and their respective affiliates) the right to use the name that you submit in connection with such User Content if they choose to do so. You also hereby grant to each User of the Distributor Site a non-exclusive license to access your User Content through the Distributor Site, and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Distributor Site and these Terms. The above licenses granted by you in User Content you submit to the Distributor Site shall be perpetual and irrevocable, except that with respect to any User Content that you have removed or deleted while maintaining your Distributor Site user account, or any User Content following any deactivation or deletion of your Distributor Site user account, you may specifically notify Distributor regarding the termination of the foregoing license from you to Distributor, specifically identifying the item(s) of User Content to which such termination applies, in which case the foregoing license will terminate within a commercially reasonable time after you provide such notice to Distributor. You understand and agree, however, that even following such termination, Distributor may retain, but not display or perform, server copies of such User Content. Notwithstanding anything to the contrary herein, the above licenses granted by you in Feedback (as defined below) you submit are perpetual and irrevocable. 

      3. No Responsibility for User Content. With the exception of the limited license granted above, we do not obtain or control any rights in, and do not exert editorial control over, User Content. Nothing herein obligates us to verify, and we have not necessarily verified, the representations and warranties made by Users with respect to such User Content.

  • Your Representations and Warranties. 

    1. You warrant and represent that: (i) you are eighteen (18) years of age or older, or; (ii) you are thirteen (13) years of age or older and you have your parent’s and/or legal guardian’s written consent to enter into these Terms. 

    2. In connection with User Content, you affirm, represent, and/or warrant that: (a) you own, or have the necessary licenses, rights, consents, and permissions to use and authorize Distributor to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by Distributor and these Terms, and to grant the rights and license set forth in this Section, and (b) your User Content, Distributor's use of such User Content pursuant to these Terms, and Distributor's exercise of the license rights set forth in these Terms, do not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) violate any applicable law or regulation.

    3. Prohibited Uses of User Content. Except as otherwise permitted by these Terms, in connection with your User Content, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the Distributor Sites: (i) any falsehoods or misrepresentations that could damage Distributor or any third party; (ii) any material which is unlawful, defamatory, libelous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iii) advertisements and/or or solicitations of business for any products and/or services; or (iv) any material that would be harmful to minors in any manner. 

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.

  • Prohibited Uses of the Distributor Sites.

    1. As a condition of your use of the Distributor Sites, you hereby represent and warrant that you will not use the Distributor Sites for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section ‎11) by these Terms.

    2. Any use by you of any of the Distributor Materials and Distributor Sites other than for your personal use is strictly prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Distributor Sites, use of the Distributor Sites, access to the Distributor Sites, or Third Party Content obtained through the Distributor Sites, for any purpose other than for your personal use.

    3. You agree not to use the Distributor Sites if you do not meet the eligibility requirements described in Section 1 above.

    4. You agree not to defame, harass, abuse, threaten, stalk or defraud Users of the Distributor Sites, or collect, or attempt to collect personal information about Users or third parties without their consent.

    5.  You agree not to intentionally interfere with or damage, impair or disable the operation of the Distributor Sites or any User's enjoyment of it by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the Distributor Sites with the intended result of denying service to other Users.

    6.  You agree not to remove, circumvent, disable, damage or otherwise interfere with, any security- related features of the Distributor Sites, any features that prevent or restrict the use or copying of any part of the Distributor Sites, or any features that enforce limitations on the use of the Distributor Sites.

    7.  You agree not to attempt to gain unauthorized access to the Distributor Sites or any part of it, other accounts, computer systems or networks connected to the Distributor Sites or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Distributor Sites or any activities conducted through the Distributor Sites.

    8.  You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Distributor Sites. You agree neither to modify the Distributor Sites in any manner or form (other than contributing User Content as enabled by the Distributor Sites’ functionality and in accordance with these Terms), nor to use modified versions of the Distributor Sites, including (without limitation) for the purpose of obtaining unauthorized access to the Distributor Sites.

    9.  You agree that you will not use any robot, spider, scraper, or other automated means to access the Distributor Sites for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Distributor Sites.

    10.  You agree not to utilize framing techniques to enclose any trademark, logo, or other Distributor Materials without our express prior written consent. You agree not to use any meta tags or any other “hidden text” utilizing Distributor's name or trademarks without Distributor's express prior written consent.

    11. You agree not to use any Distributor logos, graphics, or trademarks as part of any web site links, including, but not limited to, links to the Distributor Sites, without our express prior written consent.

    12. You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Distributor Sites. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.

    13.  You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Distributor Sites or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

    14.  You agree not to modify, adapt, translate, or create derivative works based upon the Distributor Sites or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

    15.  You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

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. 

  1. In order to subscribe to services rendered hereunder and access some features of the Distributor Sites, you will have to create an account. You acknowledge, consent, and agree that Distributor may access, preserve, and disclose your account information and your User Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to (a) comply with legal process; (b) enforce the Terms; (c) respond to any claim that your User Content violate the rights of third parties; (d) provide certain customized features of the Distributor Sites to you, if any; (e) respond if you contact Distributor for any reason; or (f) protect the rights, property, or personal safety of Distributor, its other Users, and the public. You may cancel your account with us at any time by contacting https://support.tunecore.com/hc/en-us/articles/115006501747-Contact-Us. We reserve the right to reject or immediately terminate your account in our sole discretion, and without prior notice to you.

  2. Purchase of Products. 

    1. When you order products you would like to purchase from the Distributor Site, you are making an offer to buy the ordered products on terms specified in the applicable order. Once your order has been placed, we will send you an email indicating receipt of your order. This email is only confirmation of our receipt of your order and does not constitute acceptance of your offer to buy. We reserve the right to reject any order for any reason or no reason, subject always to our compliance with applicable law. With regards to orders for physical products, your order and offer to buy is accepted when we have packaged your order and delivered it to the carrier and you will receive an email confirming that your order has been accepted when it has been delivered to the carrier. Title to the products you order, and risk of loss of those physical products, passes to you when the physical product has been delivered to the carrier. 

    2. By submitting an order, you authorize us or our third party payment processor to process a charge using the credit card and other payment information you provide for purposes of authenticating your identity, validating your payment card, obtaining payment authorization and otherwise authorizing the relevant transaction. You consent to our use of any information provided by you, including personally identifiable information, to conduct anti-fraud checks at our sole discretion, and this authorization applies to use by our third party payment processor. In conducting such checks, we or our third party payment processor may disclose, and you authorize us and our third party payment processor to disclose, your information to credit reference and fraud prevention service providers, who may keep a record of the information disclosed. 

    3. Distributor does not guarantee a particular product’s immediate or continued availability. If we are unable to fulfill an order, you will be entitled to a full refund. You are responsible for inspecting your order upon receipt. Any damage to physical products occurring during shipment is the responsibility of the carrier, subject to tariff and other limitations on the carrier’s liability, if any. The carrier will not be required to obtain a signature at delivery unless you specify otherwise when placing your order.

    4. All requests for returns must be made in writing not later than fourteen (14) days after the carrier delivers your order. If your purchase is defective, we will either (a) replace the defective product with the same product or its equivalent, or (b) refund your purchase price, at our sole discretion. We may, but are not required, to accept returns for other reasons, in which case we will provide you with a replacement product or credit at our sole discretion. In order to request a return, you must submit your request at https://support.tunecore.com/hc/en-us/articles/115006501747-Contact-Us. If we authorize your return request, you will be provided with a return authorization code. We will not process any return without a return authorization code. Physical products must be returned in their original packaging.

    5. Prices shown on the Distributor Site are in US Dollars, exclusive of shipping, taxes (including Sales and V.A.T., if any), insurance, duties and other charges imposed by third parties. All such charges will be reflected in a final summary of an order before the order is accepted.

    6. In addition to product purchases, some other aspects of the Distributor Site may require you to pay a fee, the details of which are available in various areas of the Distributor Site that feature the ability to purchase products, features or services. You agree to pay all fees and applicable taxes incurred by you or anyone using your account. We may revise the pricing for products, services or features offered through the Distributor Site at any time. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. If there is a dispute regarding payment of fees to, or products or services provided by, us, your account may be closed without warning or notice at our sole discretion. Except as otherwise set forth in any return policy or cancellation policy expressly applicable to our products, services or features, you acknowledge and agree that any applicable fees and other charges for products, services or features are not refundable in whole or in part. You are fully liable for all charges to your account, including any unauthorized charges.

  3. Password. If you register you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify Distributor. You are solely liable for losses incurred by you, Distributor or others due to any unauthorized use of your account.

  4. Change of Residency for Tax Purposes. 

    1. In the event that you (i) change your residency to another jurisdiction or will no longer be a citizen of the country you have entered while accessing the Distributor Sites and, as a result of such change, will no longer be treated as a resident of such country for tax purposes or (ii) change your residency from another jurisdiction to the United States or become a citizen of the United States and, as a result of such change, will be treated as a resident of the United States for U.S. tax purposes, you must notify Distributor within thirty (30) days of such change (email will suffice), including your full name, new address, date of change of residency, telephone number, email address and, if you are a registered User, the User name of your Distributor account.

    2. You expressly acknowledge that in the event you change your residency for tax purposes as described in Section ‎12.4(a) above, TuneCore or Believe, as applicable, may assign the Terms to which you are a Party to Believe or TuneCore, as applicable. As a result of such assignment, you will no longer have a contractual relationship with the same Party with whom you have had a contractual arrangement prior to your change in residency. You further acknowledge that in connection with its provision of services pursuant to these Terms (including any Supplemental Terms, if any) Believe relies on certain services provided by TuneCore, and TuneCore relies on certain services provided by Believe. You further acknowledge that TuneCore and Believe are separate entities and that (i) TuneCore shall not be held liable for any action or omission of Believe whether or not occurring during your contractual relationship with Believe; and (ii) Believe shall not be held liable for any action or omission of TuneCore whether or not occurring during your contractual relationship with TuneCore.  

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. 

  • Disclaimers; No Warranties.

  • Acknowledgment. You expressly acknowledge that as used in this Section ‎20, and Sections ‎21 and ‎22 below, the term “Distributor” includes Distributor's parent, subsidiaries, affiliated and other related companies (including those which share substantially common ownership) and each of their officers, directors, employees, shareholders, members, agents and subcontractors.

  • No Warranties. To the fullest extent permissible pursuant to applicable law, Distributor disclaims all warranties, statutory, express or implied, applicable to the Distributor Sites and any User Content, Third Party Content, goods, services or features sold or otherwise made available to users on the Distributor Sites, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. No advice or information, whether oral or written, obtained by you from Distributor or through the Distributor Sites, will create any warranty not expressly stated herein.

  • Website Operation and Third Party Content. Distributor does not warrant that the Distributor Materials, Third Party Content, Distributor Sites, or any other information offered on or through the Distributor Sites or any reference sites will be uninterrupted, or free of errors, viruses, or other harmful components, and Distributor does not warrant that any of the foregoing will be corrected.

  • Accuracy. Distributor does not warrant or make any representations regarding the use, or the results of the use of, the Distributor Sites or any reference sites in terms of correctness, accuracy, reliability, or otherwise.

  • Harm to your Computer. You understand and agree that your using, accessing, downloading, or otherwise obtaining information, materials, or data through the Distributor Sites (including RSS feeds) or any reference sites is at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from the use or download of, or other access to, such material or data.

  • Limitation of Liability and Damages.

  • Limitation of Liability. Subject always to Section 22.1, under no circumstances, and under no legal theory, including, but not limited to, negligence, shall Distributor or its third party partners, licensors or suppliers, be liable for any special, indirect, incidental, consequential, or exemplary damages (including, without limitation, loss of profits, data, or use or cost of cover) arising out of or relating to these Terms or that result from your use of, or the inability to use, the Distributor Materials and User Content on the Distributor Sites or any reference sites, the Distributor Sites itself, or any other interactions with Distributor, even if Distributor has been advised of the possibility of such damages.

  • Limitation of Damages. Subject always to Section 22.1, in no event shall Distributor or its third party partners, licensors or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Distributor Sites (whether in contract, tort (including negligence), warranty, or otherwise) exceed the greater of One Hundred Dollars (USD $100) or one-half of the annual fees paid by you to Distributor (if applicable) in the twelve (12) months immediately preceding the date that such claim arose.

  • Third party products and services. Some Users may use the Distributor Sites to market products and/or services. The above limitations shall also apply with respect to damages incurred by reason of any such products or services marketed, sold or provided by Users, or otherwise by third parties other than Distributor and received by you through or advertised on the Distributor Sites or third party sites, including without limitation any reference sites.

  • Limitations by Applicable Law; Basis of the Bargain.

  • Limitations by Applicable Law. Certain jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If you reside in such a jurisdiction, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you may have additional rights. The limitations or exclusions of warranties, remedies, or liability contained in these terms apply to you to the fullest extent such limitations or exclusions are permitted under the laws of the jurisdiction in which you are located. If you are a user in the European Union, nothing in these terms attempts to exclude or limit Distributor’s liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; or (c) any other liability which cannot be excluded or limited by applicable law.

  • Basis of the Bargain. You acknowledge and agree that Distributor has offered its products and services and entered into these terms in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Distributor, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Distributor. You acknowledge and agree that Distributor would not be able to provide the Distributor Sites to you on an economically reasonable basis without these limitations.

  • Copyright Compliance.

    1. Infringement Claims. TuneCore, Inc. is the operator of the TuneCore Site. If you are a copyright owner or an agent thereof, and believe that any User Content or other Third Party Content infringes upon your copyrights or intellectual property rights, you may submit a notification pursuant to Directive 2000/31/EC of the European Parliament, to Directive (UE) 2019/790 of the European Parliament and/or to section 17 U.S.C. 512(c)(3) of the Digital Millennium Copyright Act (“DMCA”), as applicable, by providing our Copyright Agent with the following information in writing:

      1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

      2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative listing of such works or a link or URL to all such works;

      3. The location of the material that is claimed to be infringing or to be the subject of infringing activity on the Distributor Sites and that is to be removed or access to which is to be disabled, including the link or URL for all such material on the Distributor Sites;

      4. Information reasonably sufficient to permit Distributor to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

      5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

      6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Distributor's designated copyright agent (“Copyright Agent”) to receive notifications of claimed infringement is:

[email protected]

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.

  1. Notice And Takedown. If we receive proper notification of claimed copyright infringement, we will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing, as described below, or to be the subject of infringing activity. We will also comply with the appropriate provisions of the DMCA in the event a counter-notification is received, as described below.

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.

  1. Copyright Counter-Notices. If content you posted on the Distributor Sites was removed for copyright or intellectual property infringement, and you would like to dispute that removal, the process for counter-notifications, which is governed by Section 512(g) of the DMCA, is as follows:

    1. To file a counter-notification with us, you must provide our Copyright Agent, at the address set forth above, with a written communication that sets forth the items specified in Section 23.4 below.

    2. Please note that under Section 512(f) of the DMCA any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of the accounts of (or access privileges by) Users who are infringers. Accordingly, if you are not sure whether certain material infringes your copyright or the copyrights of others, we suggest that you first contact an attorney.

  1. Elements of Counter-Notification. To expedite our ability to process your counter- notification, please use the following format (including section numbers):

    1. Identify the specific URLs of (or other information sufficient to allow us to identify) material that Distributor has removed or to which Distributor has disabled access. 

    2. Provide your full name, address, telephone number, email address and, if you are a registered User, the User name of your Distributor account.

    3. Provide a statement that you consent to the jurisdiction of Luxembourg and that you will accept service of process from the person who provided notification to our Copyright Agent in accordance with the process outlined above, or an agent of such person.

    4. Include the following statement: “I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”

    5. Sign the notice. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted. Send the communication to the following address: [email protected]

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).

  1. Counter-Notification: If you reside outside of the United States, please understand that filing a counter-notice may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in Luxembourg and/or the United States of America if you make a false or bad faith allegation by using this process. Please also be advised that we enforce a policy that provides for the termination, in appropriate circumstances, of access privileges for Users who make a false or bad faith allegation of infringement or make a false or bad faith counter-notification in response to a notice of infringement. So, if you are not sure whether content you posted on the Distributor Sites is being infringed, or are otherwise unsure of whether to file a counter-notification using these procedures, we strongly recommend you first contact a lawyer knowledgeable in the laws of Luxembourg, the United States and the State of New York (as applicable). If you do wish to file a counter-notice, you should follow the process set forth above under the heading “Elements of Counter-Notification.”

  2. Disclaimer: We are not your attorneys, and the information we present here is not legal advice. We present this information for informational purposes only.

  • Miscellaneous.

    1. Notice. Distributor may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Distributor Sites. If notice is by email or mail, it will be provided to the email or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after an email is sent, unless Distributor is notified that the email address is invalid, and if through postal mail, three (3) days after the date of mailing. You may provide Distributor with notices only by mail to the address indicated in subsection (l) below.

    2. Governing Law. These Terms shall be governed by and construed in accordance with the laws of Luxembourg, without giving effect to any principles of conflicts of law. For the avoidance of doubt, the Uniform Computer Information Transactions Act does not apply to these Terms.

    3. Jurisdiction. You agree that any action at law or in equity arising out of or relating to these Terms or the Distributor Sites shall be filed only in Luxembourg and you hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action. You agree that you will not file or participate in a class action against us. In any action or proceeding commenced to enforce any right or obligation under this agreement, your use of the Distributor Sites or with respect to the subject matter hereof, you hereby waive any right you may now have or hereafter possess to a trial by jury.

    4. Claims. You agree that any cause of action brought by you arising out of or related to the Distributor Sites must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. If, for any reason, we believe, have reason to believe, suspect, or are notified of any act, omission or circumstances which may or could (i) compromise or endanger the health, well-being or safety of any person, (ii) cause or lead to damage to persons or property (tangible or intangible), (iii) adversely affect, infringe upon or misappropriate the rights of others, (iv) harass or interfere with any other user or person, firm or enterprise, (v) interfere with or bypass our security or other protective measures applicable to our systems, networks and communications capabilities, (vi) breach or violate these Terms, or (vii) violate any law or regulation, we have the right, reserving cumulatively all other rights and remedies available to us at law, in equity and under this agreement with you, to report and provide information to any and all regulatory and law enforcement authorities and agencies and take any action permitted by law. You agree that you may only bring a cause of action against such Party (i.e. TuneCore or Believe) with whom you have or had a contractual relationship at the time of occurrence of the event giving rise to such cause of action.

    5. Waiver. A provision of these Terms may be waived only by a written instrument executed by the Party entitled to the benefit of such provision. The failure of either Party to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

    6. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

    7. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you. These Terms, and any rights and licenses granted hereunder, may be transferred or assigned by Distributor to an affiliate of Distributor or to any third party, without restrictions. Any assignment attempted to be made in violation of these Terms shall be void.

    8. No Relationship. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Distributor as a result of these Terms or use of the Distributor Sites. You further acknowledge that by submitting User Content or other Third Party Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Distributor other than pursuant to these Terms.

    9. Survival. Sections ‎5, ‎12, ‎15, ‎18, ‎19, ‎20, ‎21, ‎22, ‎23, and ‎24 (other than your duty to update account information), as well as any other provisions of these Terms which by their nature would survive any termination of these Terms, will survive any termination of these Terms or your account, whether by you or by Distributor.

    10. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

    11. Entire Agreement. This is the entire agreement between you and Distributor relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any Services Agreement that you may have entered into with Distributor. These Terms shall not be modified except in writing, signed by both parties, or by a change to these Terms made by Distributor as set forth in Section 3 above.

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