These Artist Terms form a part of the Terms of Use Agreement and apply if, and only if, you are an Artist on the Service. Any capitalized terms not defined herein will have the meaning prescribed to them in the Terms of Use.
1. Artist Content
1.1Certain Definitions. For purposes of this Agreement:
(a)“Your Artist Content” means Your Associated Content and Your Tracks;
(b)“Your Associated Content” means any Associated Content that you Make Available; and
(c)“Your Tracks” means any Tracks that you Make Available.
1.2The Service. The Service allows: (i) you to Make Available Tracks and Associated Content for the purpose of selling Your Tracks to Fans and promoting Your Tracks and you as an artist or musician; (ii) you to sell Your Tracks to Fans via the Service; and (iii) Fans to download or stream Your Tracks that they have purchased from you through the Service.
1.3License. You hereby grant to Music Unincorporated a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right and license to:
(a)reproduce, distribute, publicly perform, publicly display, transmit, and otherwise exploit Your Tracks and the applicable Compositions in connection with, or for the purpose of:
(i)making available Your Tracks via permanent digital download or on-demand streaming to Fans who purchase your tracks from you via the Service;
(ii)offering and making available Your Tracks via interactive streaming or non-interactive streaming for the purpose of allowing Fans to preview Your Tracks;
(iii)allowing Fans who have purchased Your Tracks to incorporate Your Tracks into playlists;
(iv)incorporating Your Tracks into algorithmic recommendations, and to permit Fans to access and interact with Your Tracks in such contexts for the purpose of allowing Fans to preview Your Tracks;
(v)making Your Tracks available for temporary or persistent offline playback within the Service, including by enabling Fans who have purchased Your Tracks to download, cache, or otherwise store copies of Your Tracks on authorized devices for later listening without an active network connection; and
(vi)storing, hosting, caching, transmitting, encoding, and transcoding, and adapting, excerpting, and creating technical or format modifications of Your Tracks and applicable Compositions as necessary to enable the foregoing uses, including the creation of server copies, temporary reproductions, and derivative technical formats (but not material creative alterations);
(b)reproduce, distribute, publicly perform, publicly display, transmit, and otherwise exploit Associated Content for the purpose of operating the Service, including to: (i) exercise its rights under Section 1.3 of these Artist Terms; and (ii) to market and promote you, Your Tracks or the Service via the Service; and
(c)use, reproduce and display your trademarks, tradenames, service marks, slogans, or logos included in Your Associated Content to identify you, Your Tracks, and Your Associated Content (collectively, the “Trademarks”) in connection with exercise of its rights with respect to Your Tracks or Your Associated Content hereunder.
1.4Redistribution. You acknowledge and agree that: (i) Fans who have registered an Account will be permitted to redownload any of Your Tracks that they previously purchased; (ii) Music Unincorporated may distribute Your Tracks or may make available Your Tracks for redownload to a Fan who previously purchased copies of Your Tracks at your request or direction or where, in Music Unincorporated’s sole determination, such Fan received a corrupted copy of Your Tracks, an incorrect file format version of Your Tracks, an incomplete copy of Your Tracks, or suffered a loss of Your Tracks through equipment failure, damage, theft, or destruction; and (iii) any distribution or redownload of Your Tracks made pursuant to the preceding (i) or (ii) will be at no additional cost to the applicable Fan and no additional payments shall be made to you for such distribution or redownload.
1.5Ownership. Music Unincorporated will not have any ownership rights in any elements of Your Artist Content.
1.6Rights Organizations. Nothing herein shall be construed to limit Music Unincorporated’s obligation to obtain licenses from Rights Organizations to the extent required by applicable law. To the extent requested by Music Unincorporated, you must provide complete and accurate information regarding songwriters and/or affiliations with any: (i) performing rights organization, such as ASCAP, BMI, SESAC, etc. (“PROs”); (ii) mechanical rights organization, such as the Mechanical Licensing Collective (“MROs”); or (iii) other collective management organization (“CMOs” and CMOs together with PROs and MROs, “Rights Organizations”) applicable to Compositions applicable to Your Tracks (“Rights Organization Information”). Music Unincorporated has no obligation to review the accuracy of any Rights Organization Information or to review Your Tracks to determine if it infringes upon the rights of any party, including without limitation, any Rights Organization.
1.7No AI Content. You may not Make Available any musical recordings or musical works that were created using any artificial intelligence tools or services.
1.8No Training. Notwithstanding the foregoing, Music Unincorporated will not use, and will not authorize others to use Your Artist Content to train models to generate sound recordings, videos synchronized with sound recordings or other audiovisual works, or musical works embodied within sound recordings and music videos, without that Artist’s express permission.
1.9Music Unincorporated’s Rights with respect to Artist Content. Music Unincorporated retains the right, but does not have the obligation, to: (i) immediately halt the offering or sale of any of Your Tracks, remove any of Your Artist Content, or prevent or restrict your access to the Service for any reason in the sole and absolute discretion of Music Unincorporated, including in the event of any technical problems, violations of the Acceptable Use Policy, inaccurate Associated Content, or actions otherwise prohibited by this Agreement or the procedures and guidelines contained on the Service; (ii) correct any inaccurate Associated Content or technical problems on the Service; and (iii) immediately remove or cease making available via the Service any Artist Content, including ceasing the offering for sale of any Tracks upon Music Unincorporated’s receipt of notifications of claimed infringement, upon acquiring knowledge of actual infringement, or becoming aware of facts or circumstances from which infringing material is apparent with respect to any Artist Content.
1.10Effect of Termination of Agreement or Account. Except as set forth in Section 1.11 of these Artist Terms, in the event of any termination of your Account or this Agreement, whether by Music Unincorporated or by you, for any reason, Music Unincorporated will cease making available Your Artist Content via the Service.
1.11Availability of Artist Content After Removal. If Your Tracks are deleted or removed from, or are no longer made available via the Service, whether by Music Unincorporated or by you, for any reason, including as a result of termination of your Account or this Agreement, you acknowledge and agree that Music Unincorporated may still make Your Tracks available for redownload or redistribution in accordance with Section 1.4 of these Artist Terms and may use Your Artist Content for the purposes thereof. If any Associated Content that you Make Available is deleted or removed from or is no longer available via the Service for any reason, whether by Music Unincorporated or by you, for any reason, including as a result of termination of your Account or this Agreement, Music Unincorporated may still make available any Associated Content related to Your Tracks that are still available on the Service or in connection with any redownload or redistribution of Your Tracks made in accordance with Section 1.4 of these Artist Terms.
2. TRANSACTIONS
2.1Relationship Solely Between Users. When you sell a Track to a Fan through the Service (each occurrence, a “Transaction”), the relationship with regard to such Transaction is solely between you and that Fan. Music Unincorporated solely provides the Service for the facilitation of such Transaction, including the collection of payment and the delivery or making available of the purchased Tracks on your behalf. You acknowledge and agree that Music Unincorporated is not a party to any contract for the purchase or sale of any of Your Tracks. You agree that any payments for purchases of Your Tracks distributed via the Service will only be made via the Service.
2.2Prices for Tracks. You control the Purchase Price for Your Tracks and you may change the Purchase Price at your sole discretion. Prior to entering into a Transaction, a Fan may be permitted, via the Service, to agree to pay you Excess Amounts as part of such Transaction. However, it is entirely in the Fan’s discretion whether to offer and agree to pay any Excess Amounts and you agree not to pressure, encourage, require, or use any undue influence to influence or encourage a Fan to offer or agree to pay any Excess Amounts. For each Transaction that a Fan agrees to, the Fan will pay the Purchase Price together with any Excess Amounts that they elect to pay in connection with such Transaction via the Service at the time they agree to enter into the Transaction (together the Purchase Price and any Excess amounts associated with a transaction for the purchase of one or more of Your Tracks, the “Transaction Amounts”).
2.3Rights Granted to Fans. You hereby grant to any Fan who purchases any of Your Tracks via the Service the right to play the purchased Tracks via the Service so long as those Tracks are made available on the Service, and to download copies of those Tracks and use copies of those Tracks in the manner permitted by applicable law for the purchaser of a copy of a sound recording without any additional right to reproduce, distribute, publicly perform, broadcast, or create derivative works of such Track or applicable Composition.
2.4Service Fees Payable by Artist. In consideration of your use of the Service, you will pay Music Unincorporated fees for use of the Service (“Service Fees”) as a share of Transaction Amounts collected from Fans in connection with purchases of Your Tracks on the Service, which will be calculated as set forth on the Service. The amount and type of Service Fees may be modified on a go forward basis at Music Unincorporated’s sole discretion. You acknowledge and agree that Music Unincorporated may set off any Service Fees payable by you hereunder with any amounts payable to you and, as such, Music Unincorporated may deduct any Service Fees payable by you from any Transaction Amount collected from Fans in connection with a Transaction.
2.5Agent of the Payee. You hereby appoint Music Unincorporated as your limited payments agent for the sole purpose of receiving, holding and settling payments for Transaction Amounts processed through the Service. Subject to this Agreement, Music Unincorporated, or Stripe on Music Unincorporated’s behalf will settle payments that are actually received from Transactions to you, less any amounts owed to Music Unincorporated, including any Service Fees, Processing Fees, Royalty Share (as defined below), Instant Payout Fees, and other obligations. You agree that a payment of Transaction Amounts received on your behalf from a Fan satisfies the Fan’s obligation to make payment to you in the amount of such payment, regardless of whether Music Unincorporated or Stripe actually settles such payment to you. In accepting this appointment as your limited payments agent, Music Unincorporated assumes no liability for any acts or omission by you, and you understand that Music Unincorporated’s obligation to settle funds to you is subject to and conditional upon the Fan’s actual payment of Transaction Amounts.
2.6Payment Processor. Payment processing services for Artists selling Tracks on the Service are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (collectively, the “Stripe Services Agreement”). In order to sell Tracks on the Service, you must open an account with Stripe Connect for the purpose of holding Transaction Amounts collected from Fans in connection with the purchase of Your Tracks (a “Payment Account”), and you agree to be bound by Stripe Services Agreement. You hereby authorize Music Unincorporated and/or Stripe to collect Transaction Amounts on your behalf. You shall be solely responsible and liable for, and Music Unincorporated shall have no responsibility or liability for, any Stripe fees (except for fees charged on Music Unincorporated’s Stripe account) and credit card transaction fees (together, “Processing Fees”), bad debts (such as credit card returns or fraud), disputed payments, and refunds, except as provided in this Agreement.
2.7Royalty Obligations. To the extent Music Unincorporated is obligated, legally or contractually, to pay royalties or fees pertaining to Transactions or the use of Your Artist Content as contemplated by this Agreement to any third-party (“Royalties”), including for the public performance or streaming of a Composition applicable to Your Tracks to one or more Rights Organization, as a result of any sale, transmission, streaming, or other use of Your Tracks via the Service in accordance with this Agreement, Music Unincorporated may deduct and accrue a share of the revenue from Transactions related to such Tracks, for the purpose of paying such Royalties (“Royalty Share”). Any Royalty Share shall be calculated on gross Transaction Amounts attributable to Your Tracks that are collected via the Service in accordance with the rates set forth on the Service. Except as otherwise expressly set forth in this Agreement or required by law or contract to which Music Unincorporated is a party, you shall be solely responsible and liable for, and Music Unincorporated shall have no responsibility or liability for any royalties, fees, amounts due to any third-party, including any Rights Organization, record label, publisher, song writer, co-writer, union, guild, author, administrator, composer, musician, engineer, or producer and other holders of rights related to Transactions or the use of Your Artist Content hereunder.
2.8Refunds to Fans. You acknowledge and agree that Music Unincorporated may issue a refund to a Fan for any Transaction Amounts in connection with a Transaction if Music Unincorporated determines in Music Unincorporated’s sole discretion that: (i) the Fan did not receive the purchased Tracks and the purchased Tracks cannot be provided; (ii) the copies of the Tracks received are incomplete, of inferior quality, corrupted, unplayable, or unsatisfactory and it is not possible to provide an alternate copy of the Track to a Fan; or (iii) the Fan paid Excess Amounts as a result of any action by you in violation of this Agreement.
3. PAYOUTS
3.1Process. You may request and receive the transfer of funds from your Payment Account to your designated external bank account or financial destination (each such transfer a “Payout”) through Stripe. The Service or Stripe may offer automatic or manual Payout schedules (e.g., daily, weekly, or on-demand). All Payouts are subject to the requirements, processing times, and limitations imposed by Stripe, and Music Unincorporated does not guarantee immediate Payouts. You are responsible for ensuring that all Payout details (including bank account information) are accurate and up to date.
3.2Payout Fees. No additional fees are payable for Payouts of amounts in your Payment Account that have completed the reconciliation process/period designated by Stripe for such amounts and are eligible for payout, less any applicable fees, reserves, or holds (“Available Balance”). Music Unincorporated may, in its sole discretion permit you to request and receive Payouts of funds prior to their classification as Available Balance (any such payout an “Instant Payout” and any such funds “Pending Balance”). If you request or enable an Instant Payout, you will be charged an additional fee (“Instant Payout Fee”) calculated as a percentage of the payout amount, a fixed fee, or a combination thereof, as disclosed at the time of the Instant Payout. You authorize Music Unincorporated and/or Stripe to deduct the Instant Payout Fee directly from the amounts in your Payment Account prior to issuing such Instant Payout.
3.3Payout Suspension or Termination. Music Unincorporated may delay, condition, suspend, or withhold a Payout where reasonably necessary to: (i) comply with applicable law, regulation, or Stripe’s requirements; (ii) conduct fraud prevention, risk assessment, or security checks it deems necessary in its sole discretion; (iii) investigate or resolve disputes, chargebacks, or suspected prohibited activities; or (iv) enforce this Agreement, including recovery of amounts owed by you to Music Unincorporated.
3.4Liability After Payout
(a)Refunds, Disputes, and Chargebacks. Receipt of a Payout, including an Instant Payout, does not limit your liability for refunds to Fans (whether issued by Music Unincorporated pursuant to this Agreement or by Stripe or any bank or payment provider for any reason), disputes, or chargebacks for or in connection with any Transactions. You remain fully liable for all such obligations and authorize Music Unincorporated to recover amounts through future offsets or other lawful means. You are liable to Music Unincorporated or Stripe for the full Transaction Amount, plus any Processing Fees transferred to your Available Balance if any amounts paid out to you in a Payout are later invalidated for any reason. In addition to any other liability, you will be responsible for the Transaction Amount, plus the applicable Processing Fees if there is a chargeback, a dispute, or if there is a reversal of the payment for a Transaction.
(b)Rights Organizations. Without limiting any other rights or liabilities, you acknowledge and agree that, in the event that you fail to provide complete and accurate Rights Organization Information, including if you identify a songwriter of a Composition as not being affiliated with a Rights Organization, and Music Unincorporated determines that any such songwriter is, or is likely, affiliated with a Rights Organization, Music Unincorporated may, at Music Unincorporated’s sole discretion: (i) recover any amounts representing the Royalty Share (a “Royalty Reconciliation”) not retained by Music Unincorporated at the time of a Transaction that would have been retained had you provided complete and accurate Rights Organization Information; (ii) remove any or all of Your Tracks written by such songwriter from the Service, and/or (iii) terminate your access to all or any part of the Service.
(c)Rights to Recover. Without limiting any other rights or liabilities, you acknowledge and agree that, Music Unincorporated may: (i) recover any amounts due to Music Unincorporated hereunder by debiting your account or by instructing Stripe to direct such amounts to us; (ii) set off any amounts owed by you (including refunds, chargebacks, fees, penalties, or Royalty Reconciliation) against your Available Balance or Pending Balance prior to issuing any Payouts; and (iii) establish reserves or holdbacks where reasonably necessary to cover actual or anticipated amounts due to Music Unincorporated. If your Payment Account has a negative balance, you agree to promptly remit the outstanding amount upon request, and the Music Unincorporated may suspend Payouts until such balance is resolved.
3.5Refunds. Except as expressly set forth herein, Music Unincorporated has no obligation to provide you with refunds or credits with respect to any amount paid by or collected from you pursuant to this Agreement, but may grant them in extenuating circumstances in each case in Music Unincorporated’s sole discretion.
3.6Taxes. In certain jurisdictions, applicable laws or regulations may require that Music Unincorporated collects and/or reports information about you or payments to or from you and/or withhold taxes from Payouts. Music Unincorporated will report any information to the relevant tax authority and you as required by applicable law or regulation. Music Unincorporated may withhold any taxes, duties, charges, or levies on payments to you as required by applicable law or regulation. Music Unincorporated will remit any such withheld taxes, duties, charges, or levies to the appropriate tax authority. You are required to provide Music Unincorporated with any information necessary for Music Unincorporated to fulfill its tax information reporting and tax withholding obligations as required.
4. REPRESENTATIONS AND WARRANTIES
4.1Artist Representations and Warranties. In addition to all other representations and warranties made by you in this Agreement, you represent and warrant that:
(a)all rights in or to Your Artist Content: (i) are owned or otherwise controlled by you; (ii) have been directly licensed to you in writing with a grant of rights (including from any record label, publisher, song writer, co-writer, union, guild, author, administrator, composer, musician, engineer, or producer and other holders of right, title, or interest in or to Your Artist Content) sufficient to permit you to enter into this Agreement and to grant all of the rights and make all of the representations and warranties with respect to Your Artist Content as set forth in this Agreement; or (iii) are in the public domain;
(b)you are not prohibited, under any law, regulation, agreement, or contract from Making Available any of Your Artist Content, granting any of the rights or licenses granted with respect to Your Artist Content hereunder, or making any of the representations and warranties made hereunder with respect to Your Artist Content;
(c)you have: (i) full authority to act on behalf of any and all third-parties owning or holding any right, title or interest in and to Your Artist Content, including any record label, publisher, song writer, co-writer, union, guild, author, administrator, composer, musician, engineer, or producer and other holders of rights; and (ii) permission to use and grant the right to use, in the manner contemplated by this Agreement, the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Artist Content;
(d)the use or other exploitation of Your Artist Content as contemplated by this Agreement or the function of the Service will not infringe or violate the rights of any third-party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights;
(e)you have provided all Rights Organization Information you have been asked to provide by Music Unincorporated and all Rights Organization Information that you have provided to Music Unincorporated is full, complete, accurate, and truthful in all respects;
(f)to the extent that you identify a songwriter of a Composition embodied in or underlying any of Your Tracks as not being affiliated with a Rights Organization, no fees or payments of any kind whatsoever shall be due from Music Unincorporated to such songwriter, any Rights Organization, music publisher, or other rights holder for such songwriter’s share of any Transactions related to Your Tracks or the use of Your Tracks hereunder, including any public performance, communication to the public, or reproduction of such Composition; and
(g)no fees, revenue share, or royalty of any kind shall be due from Music Unincorporated to any third-party including any Rights Organization (other than where required by law or any contract with such Rights Organization to which Music Unincorporated is a party), record label, publisher, song writer, co-writer, union, guild, author, administrator, composer, musician, engineer, or producer and other holders of rights, as a result of Music Unincorporated’s exercise of rights or performance of obligations with respect to Artist Content pursuant to this Agreement.
4.2Evidence of Compliance. Upon Music Unincorporated’s request, you will provide evidence and documentation sufficient to demonstrate, in Music Unincorporated’s sole discretion, your compliance with the representations and warranties in Sections 4.1(a) or 4.1(b) of these Artist Terms.
4.3No Representations with Respect to Rights Administered by Rights Organizations. Sections 4.1(a) or 4.1(b) of these Artist Terms shall not be deemed to apply with respect to any performance and/or mechanical rights in any Compositions that automatically and exclusively vest in a Rights Organization to which Music Unincorporated has an obligation to pay any royalties pursuant to applicable law or any contract with such Rights Organization to which Music Unincorporated is a party. You acknowledge that, depending on the applicable songwriter’s affiliation therewith, mechanical rights and performance rights do not exclusively vest in Rights Organizations.
5. FAN INFORMATION
In connection with certain features of the Service you may receive or collect certain types of personally identifiable information pertaining to Fans via the Service (“Fan Information”). You acknowledge and agree that you will not disclose, rent, or sell any Fan Information to any third-party, and you will use the Fan Information only in connection with your mailing list in order to provide the Fan with general information and news about you, such as upcoming performances or new Tracks. You further agree that any e-mail or other communication sent to Fans using Fan Information will: (i) comply with all applicable e-mail, text message, and other marketing laws; (ii) include a mechanism by which the recipient can unsubscribe from the mailing list, along with clear instructions on how to do so; and (iii) promptly comply with any Fan request to opt-out of receiving marketing messaging.
6. LIMITATIONS OF LIABILITY
6.1No Liability for Your Artist Content. YOU ACKNOWLEDGE AND AGREE THAT MUSIC UNINCORPORATED HAS NO LIABILITY OR RESPONSIBILITY FOR THE QUALITY, SUFFICIENCY, COMPLETENESS OR MAINTENANCE OF YOUR ARTIST CONTENT, INCLUDING ANY OF YOUR ARTIST CONTENT THAT IS OR BECOMES CORRUPTED OR DAMAGED.
6.2No Liability for Actions of Fans. YOU ACKNOWLEDGE AND AGREE THAT MUSIC UNINCORPORATED HAS NO ABILITY OR OBLIGATION TO CONTROL OR MONITOR HOW A FAN USES ANY OF YOUR ARTIST CONTENT THAT THEY DOWNLOAD OR ACCESS VIA THE SERVICE AND THAT MUSIC UNINCORPORATED SHALL HAVE NO LIABILITY FOR THE USE OR MISUSE OF ANY OF YOUR ARTIST CONTENT DOWNLOADED OR ACCESSED BY ANY FAN, INCLUDING ANY VIOLATION OF ANY AGREEMENT BETWEEN MUSIC UNINCORPORATED AND SUCH FAN, THE VIOLATION OF ANY RIGHTS GRANTED BY YOU TO THE FAN, OR ANY INFRINGEMENT OF ANY RIGHTS IN OR TO YOUR ARTIST CONTENT.
6.3No Liability for Rights Organizations. YOU ACKNOWLEDGE AND AGREE THAT MUSIC UNINCORPORATED HAS NO LIABILITY OR RESPONSIBILITY FOR ANY AMOUNTS OWED TO YOU OR THE CALCULATION OF ANY ROYALTIES OWED TO YOU BY A RIGHTS ORGANIZATION AS A RESULT OF THE USE OF YOUR TRACKS ON THE SERVICE.