The Most Music Creator Friendly Platform in the Universe
Welcome to the Crowd Music Community.
The mission of Crowd Music is to restore the marketplace for creators, by growing an ecosystem that will compensate them appropriately and fairly for their work.
- Creators retain 100% Ownership of their music
- Creators and their followers are able to invite others to join “their Crowd” at no cost.
- We are currently in a "PRE-MEMBERSHIP PHASE". Once the “Crowd” is large enough, everyone will be given the opportunity to become a Paid Member of the Crowd, and will have the ability to earn Referral Fees by promoting the Artists and Songs they discover and love, by simply sharing a link.
- Members will also have the ability to SHARE IN THE REVENUE on ALL the Music sold throughout their Crowd as defined by the Member (Promoter-Member) Agreement to be entered at the start of the Membership Phase.
- In the meantime, you and your followers are able to get a start on growing "Your Crowd" for FREE, with no obligation.
CROWD MUSIC WEBSITE & MOBILE APPLICATION
EFFECTIVE AS OF OCTOBER 15, 2019
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 modifications, 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, MOBILE APPLICATION, OR WITH RESPECT TO YOUR CROWD MUSIC MEMBERSHIP, 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.
SONG SUBMISSION & LIVE STREAM BROADCAST AGREEMENT
This agreement is made and entered into as of the online submission date and via electronic date and signature, by and between YOU, the individual named on this submission as the Rights Owner of the content being submitted (Artist/Songwriter/Label/Song Rights Owner) herein referred to as “You”, with the legal address of record as submitted, and Crowd Music Group, LLC, d/b/a Crowd Music, and herein also referred to as “Company” and/or “Crowd”, a Tennessee LLC, with mailing address of 4 Academy Place #502, Nashville, TN 37210 (USA).
By entering this agreement you hereby claim that the content being submitted is within your ownership, control, direction, and that you have the authority to enter into this agreement.
1. GRANT OF RIGHTS.
You hereby agree to release the content (songs, videos, photos, etc…) listed on this submission, exclusively for sale for a period of a minimum of three (3) months from it’s release date on Crowd Music, and hereby grant Crowd Music the exclusive digital distribution rights during the initial three (3) month period, and the unexclusive digital distribution rights to the master(s) listed thereafter. Any content submitted that has been previously released may still be accepted at Crowd Music’s discretion and should be noted on the submission form that it is previously released, non-exclusive content. Exclusive content may be marketed for direct distribution by the Artist on their website and at their shows and personal appearances for a price equal to or greater than that available on Crowd Music.
(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 Crowd Music will market your content through its platforms and partnership consumer stores (“Consumer Stores”) for play on the Crowd Music mobile and website apps, and that Crowd Music may allow your music and video content to be played in whole, or in part, for the promotion of your song. This includes plays on Crowd Music’s non-terrestrial radio stations, or other modes of distribution that do not allow for on-demand play of the full song by consumer selection.
(b) By clicking the “I Agree” button, you irrevocably grant to Company, throughout the world (the “Territory”) and during the initial Term (as defined in Section 7 below), the exclusive right, and thereafter the non-exclusive right:
- to sell, copy, distribute and otherwise exploit the Recordings by all means and media (whether now known or existing in the future) for the purposes of increasing sales of any and all content available through Crowd Music, and through any and all Consumer Stores now operational or hereafter available;
- to collect all income deriving therefrom; and
- I hereby grant to Crowd the absolute and irrevocable right and unrestricted permission to use my name(s), likeness, image, biological 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, voice, and/or appearance as such may be embodied in any photos, video recordings, audiotapes, digital images, and the like, taken by or provided to Crowd. I agree that the Crowd has complete ownership of such material and can use said material for any purpose of promoting Crowd. These uses include, but are not limited to, videos, publications, advertisements, news releases, Websites, Social Media Platforms, and any promotional or educational materials in any medium. I acknowledge that I will not receive any compensation for the use of such images, video, likeness, etc.
- I hereby warrant and represent that: (a) I have the full right and authority to grant the rights in this Release; (b) I have attained the age of legal majority (18 years of age); (c) Crowd’s use of any of my materials (i.e. ideas, logos, or other properties furnished or designated by Artist) and the Master will not violate or infringe upon the rights of any third parties and; (d) there are no liens, or other legal obligations of any kind regarding the Master. This Release shall be binding upon me, my heirs, legal representatives, and assigns. This Release is being made and entered into under the laws of the State of Tennessee and shall be governed by and interpreted in accordance with the laws of said state.
YOU HAVE THE RIGHT TO SELL ON YOUR WEBSITE & AT SHOWS - BUT THAT MAY LEAD TO PIRACY AND UNDERMINE THE VALUE OF YOUR SALES. CROWD HAS STRATEGIES IN PLACE THAT YOU ARE ENCOURAGED TO TAKE ADVANTAGE OF THAT ALLOW YOU TO SELL AT SHOWS AND GROW YOUR FANBASE AND YOUR CROWD.
(c) You agree that you will not use the Site or Services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. You acknowledge and agree that Company may disable access to and/or terminate your account and/or remove or disable access to any Recordings or any associated materials you provide to Company in the event that Company receives any claim that, if true, would constitute a violation of your representations and warranties hereunder. Please see the Copyright Policy for further information.
(d) You agree that Company may freeze any and all revenues in your account that are received in connection with Recordings or other materials submitted by you which Company believes, in its good faith discretion, violate the Terms of Service, and that such revenues will be forfeited by you if Company determines, in its good faith discretion, they are the result of fraud and/or infringement. You agree that you will not be entitled to reimbursement for any fees paid by you to Company in the event Company disables access to your account, your Recordings and/or any other materials you provide to Company, or to any revenues forfeited by you as set forth in the preceding sentence.
(e) You agree that the Company may terminate your account if you violate the Terms of Service or, in Company’s good faith discretion, are believed to be infringing the intellectual property rights of third parties and/or engaging in otherwise fraudulent activity.
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. Technical descriptions of such format(s) will be provided to you upon request. You agree that Company and/or its suppliers will have the right to supplement existing artwork necessary to complete the packaging and marketing for your music. 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 promotional material.
(a1) Company will sell songs for a minimum price of at least $1.00 and pay you $0.40 (forty cents) out of which any amounts due to Co-Writers, Royalties, Publishers, Labels, Managers, Financial Partners, or any other party which you are contractually obligated to pay, will be your sole responsibility to pay. You may choose sell a song for more than $1.00 in which case you retain the portion above $1.00. If after one year the amount due you is less than $50, then at Crowd Music’s sole discretion, those funds may be paid out to you. The remainder of your Net Income (as defined in Section 3(b) below), will be posted to your Crowd Music account in a timely fashion after Company’s receipt thereof. The company may also sell other items on your behalf for terms agreed upon separately. This may include video content, Live Streaming of Events, Merchandise, Concert Tickets, or other items. Once the monthly payment has been credited to your account, funds will be available and you will be able to withdraw all or any portion at your discretion, so long as there is a minimum amount of $50 USD in Net Income due you. You will be responsible for any bank fees or other charges related to such withdrawals.
(a2) FUTURE REFERRAL FEES AND REVENUE SHARE: Along with your participating Fans and other participating Music Listeners, you will have the opportunity to share in a portion of the revenue generated by those in your Crowd, under the separate terms and conditions of the Crowd Music Promoter Agreement. This is planned to go into effect after the monthly subscription launches at the sole discretion of Crowd Music. You are responsible to maintain your Crowd Music Subscription, also known as your Promoter-Member position, in order to receive any portion of this revenue. If you cancel your subscription, you will lose anyone who has become part of your Crowd up to that point, and will have no future right to claim reinstatement of your position within the Crowd.
(b) “Net Income” shall be defined as your portion of actual receipts from sales of any items, less any taxes, fees or other charges related to such sales. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.
(c) To the extent that you owe any amounts to Company as a consequence of the Terms of Service or otherwise, Company shall have the right to deduct all or a portion of such amounts from any Net Income otherwise payable to you.
(d) In the event that Company has, in its good faith discretion, reason to suspect that your account has been subjected to and/or involved in fraudulent or infringing activities, the Company reserves the right to discontinue the posting of Net Income to your account and block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained. Furthermore, you agree that such revenues will be forfeited by you if Company determines, in its good faith discretion, that they are the result of fraud and/or infringement. To the extent that any fraudulent and/or infringing activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you hereunder. Certain Consumer Stores may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to investigate such policies, if any, and such policies shall be binding upon you hereunder.
(e) The Net Income posted to your Crowd Music account will be pooled in an interest bearing bank account with the Net Income of other Crowd Music artists, promoters, customers and potentially any third party interests, 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 Platform and Services, you irrevocably transfer and assign to Company any ownership right that you may have in any interest that may accrue on Net Income held in such pooled account. In addition to or instead of earning interest on such pooled account, Company may receive a reduction in fees or expenses charged for banking services by the banks that hold your Net Income.
(f) In connection with your decision to use the Crowd Music streaming media player on any device, on any Crowd Music Mobile 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 the Company is not responsible to make any third party payments in connection with the Recordings and underlying musical compositions which you own and/or control.
(g) To the extent that you elect to use certain Recordings from your Crowd Music catalog to distribute free to any parties (via a Streaming Player, directly through your own website or otherwise), you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries. Without limiting any of the foregoing, you expressly agree to either waive music publishing royalties (if you own or control such rights) or pay any necessary royalties due to third party music publishers as a result of any such free distribution.
(h) In the event that Company is presented with a claim of infringement of copyright, trademark, right of publicity or other intellectual property right, or failure to comply with any third party license requirement or any other claim which, if true, would constitute your breach of, or non-compliance with, any of your representations, warranties or agreements hereunder, you agree that Company may freeze any and all revenues in your account that are received in connection with the disputed Recordings or other materials submitted by you, and that such revenues will be forfeited by you if Company determines, in its good faith discretion, they are the result of fraud and/or infringement. Furthermore, if in Company’s reasonable business judgment it elects to engage an attorney to review and/or respond to such claim, Company shall, in its sole discretion, have the right to deduct from your account or charge any alternate payment method you provide to Company (such as a PayPal or Venmo account, credit card or debit card) or any other “Payment Method” previously provided, or to withhold from your Net Account Balance, a minimum of Five Hundred Dollars ($500) to offset the costs of associated legal fees and expenses.
4. THIRD PARTY OBLIGATIONS.
(a) You shall be solely responsible for securing and paying for digital phonorecord delivery, mechanical, public performance and any other licenses (as applicable) required from musical composition copyright owners or their agents in connection with Company’s exploitation of rights hereunder, as well as royalties due to artists, producers and other persons who performed in the making of the Recordings and all payments that may be required under collective bargaining agreements or pursuant to any statutory schemes.
(b) For digital download or digital streaming library sales in the United States, your payment typically includes the mechanical royalty on the underlying composition. In the case of the Crowd Music Mobile Application and device Player, 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 Crowd Music catalog to distribute free to fans or directly through your own website, you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries.
5. WARRANTIES; REPRESENTATIONS; INDEMNITIES.
(a) You warrant and represent that you are at least eighteen (18) years of age, you have the right and authority to enter into this agreement and to grant to Company all rights specified; all of the Recordings, including, without limitation, any sampled third party material embodied therein, artwork, metadata, audiovisuals, images and any other materials furnished by you to Company or relating to the Recordings are owned or controlled by you and the use thereof as described or contemplated herein and/or on the Site and/or Consumer Stores’ websites shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that the 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 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, including any Customers or Subscribers, often referred to as “Members” or “Promoter Members”) 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 the same. If a claim is made Company shall have the right, in its sole discretion, to remove or disable access to the Recordings and/or any associated materials that are the subject of such claim, and/or to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to Company’s prior written approval.
(d) THERE ARE NO REPRESENTATIONS OR WARRANTIES BY COMPANY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OTHER THAN AS EXPRESSLY SET FORTH IN THE TERMS OF SERVICE.
6. SUBSCRIPTION FEES.
In consideration of the services rendered hereunder, all Recordings submitted by you and distributed by Company to the Consumer Stores require that you purchase a recurring fee-based subscription via a Payment Method. These fees may be amended from time to time by Company without notice to you. You expressly agree that the 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 Crowd Music 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 Crowd Music account by you or anyone else using your account. If you notify the 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 Crowd Music 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 Crowd Music account settings. If you do not provide a valid Payment Method your service may be disconnected or interrupted at Company’s sole discretion.
The Terms of Service shall apply at all times while you utilize the Site or the Services. The term for songs and content given shall be exclusive through Crowd Music for the initial period of 3 months, and thereafter, non-exclusively at Crowd Music’s sole discretion. Crowd Music has the right to accept or refuse any back-catalog (prior releases) that are non-exclusive, and may list them in "non-exclusive" areas of the Crowd Music distribution channels.
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 the 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 and/or promote the same in any manner.
9. OTHER AGREEMENTS.
You acknowledge that in providing the Services and payments hereunder, Company will be required to enter into certain agreements with various Consumer Stores. The selection of these Consumer Stores shall be within the sole discretion of Company. You agree that the Terms of Service shall be subject to any applicable terms and conditions of such other agreements that Company enters into with respect to such Consumer Stores. You expressly acknowledge that certain Consumer Stores may, with respect to audiovisual recordings, require that your audiovisual recordings be made available on their websites at certain times and in certain formats relative to the availability of such materials elsewhere in the marketplace. To the extent that such requirements are not met, the individual Consumer Stores may have the right to discontinue the availability of said audiovisual recordings in their store(s). Company will, upon your written request, provide you with the current specifics of such requirements.
10. BAR CODES AND UNIVERSAL PRODUCT CODES.
In the event of future products, including physical products, being sold and creating a need for bar codes and/or universal product codes (“UPCs”), these will be at your sole expense. If the Company needs to obtain these, then the 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.
(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:
- 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;
- Use any metadata, meta tags or other hidden text utilizing a Crowd Music name, trademark, URL or product name;
- 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;
- 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;
- 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;
- 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;
- 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;
- Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Services;
- 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, Chrome), including, without limitation, any software that sends queries to the Site to determine how a website or web page ranks;
- Collect or store personal data about other users of the Site or Services without their express and explicit permission;
- Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;
- Use the Site or Services in any manner not permitted by the Terms of Service; or
- 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, the 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 Tennessee 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 of Tennessee and County of Davidson, 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@example.com or to such other address as Company may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.
(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 the lesser of one hundred twenty (120) seconds, or 1/2 of the recording, 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 the lesser of one hundred twenty (120) seconds, or 1/2 of the recording, 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 the lesser of any consecutive one hundred twenty (120) seconds, or 1/2 of the overall length, 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.
Broadcaster (Live Video Streaming)
THIS PORTION OF THE AGREEMENT GOVERNS YOUR ACTIONS AS A BROADCASTER ON THE CROWD MUSIC PLATFORM.
Crowd Music offers the ability to stream LIVE events as part of our social network, streaming platform and digital performance platform consisting of Web sites, services, software applications, embeddable players, and syndicated widgets (collectively known as the “Crowd Music Platform and/or Crowd Music Service”).
The Crowd Music Service allows certain users called Broadcasters to distribute and display streaming live videos (“Crowd Music Performances” or “Crowd Music LIVE Performances or Streams”) and to distribute, post and display textual and photographic comments (“Broadcaster Comments”) and personally identifiable information commonly known as name and likeness (“Broadcaster Name and Likeness”). Crowd Music LIVE Performances, Broadcaster Comments and Broadcaster Name and Likeness, together with all other text, files, images, photos, video, sounds, musical works, works of authorship, applications, preview clips and artwork created from Crowd Music Performances, Broadcaster Comments and Broadcaster Name and Likeness (pursuant to this Agreement) or any other materials submitted, displayed, published, posted or transmitted through or on the Crowd Music Services by Broadcasters are collectively referred to as “Broadcaster Submissions”.
II. Incorporation by Reference.
III. Modification of this Agreement.
Crowd Music reserves the right, at its discretion, to change, modify, add, or remove portions of this Agreement at any time by posting amended terms to this Agreement. Crowd Music will notify you when material changes are made to this Agreement. Please check this Agreement periodically for changes. Your continued use of the Crowd Music Service after the posting of changes constitutes your binding acceptance of such changes.
IV. Broadcaster License Grant.
Although you retain all ownership in your Broadcaster Submissions, you hereby grant Crowd Music a worldwide, perpetual, fully assignable, royalty-free right and license, with the right to sublicense as necessary to perform its obligations hereunder, to do the following.
(i) create preview clips and artwork from your Broadcaster Submissions and make available your preview clips and artwork via the Crowd Music Service to users;
(ii) encode, transcode, compress or convert your Broadcaster Submissions into any format, any bit rate, and using any Codec now known or later developed;
(iii) store your Broadcaster Submissions on one or more servers in order to deliver Streams, display your Broadcaster Submissions to users and for routine archival purposes;
(iv) use and publish, and to permit others to use and publish, the name(s), trademarks, likenesses and biographical materials of you and all persons rendering services in connection with your Broadcaster Submissions, in connection with the Crowd Music Services;
(v) edit, reproduce, distribute, publicly perform, stream, display, transfer and host your Broadcaster Submissions; and
(vi) publicly perform any musical compositions that may be embodied in the Broadcaster Submissions and that are not licensed by Broadcast Music, Inc., The American Society of Composers, Authors and Publishers or SESAC, Inc; and
(vii) edit and reproduce any musical compositions that may be embodied in the Broadcaster Submissions.
Such rights and licenses will apply to any form, media, or technology now known or hereafter developed.
By distributing or disseminating Broadcaster Submissions through the Crowd Music Service, you hereby grant to each user of the Crowd Music Service that is authorized to access your Broadcaster Submissions a perpetual, personal, non-exclusive license to access and view your Broadcaster Submissions.
Crowd Music will not be obligated to account and pay performance, mechanical or other royalties to you, all such sums being included in the Broadcaster Payment (as described in Article VII below).
In order for Crowd Music to submit a report to Broadcast Music, Inc., The American Society of Composers, Authors and Publishers or SESAC of the compositions performed through the Crowd Music Service, you agree that as soon as practical, following your Crowd Music Performances, and in no event later than ten (10) days following any Crowd Music Performance, you shall submit to Crowd Music a list of the songs that you performed during each Crowd Music Performance.
V. The Term.
The time period that this Agreement is in effect begins on the Effective Date and continues as long as you continue to use the Crowd Music Service. We can terminate this Agreement at any time by sending you a notice of our intention to terminate.
VI. Data and Metrics.
Crowd Music is the sole owner of all data it observes or collects during or after the Term as part of providing the Crowd MusicServices.
VII. Broadcaster Payments.
Users may pay a fee to view your Crowd Music Performances. Subject to certain per-user minimums and subject to for-charity Crowd Music Performances and limited time trials (in each case based upon the functionality of the Crowd Music Service and incorporated herein), you may set the amount that a user pays to stream your Crowd Music Performance, subject to a minimum of $5.00 per one hour time block, starting with the first minute of each hour time block. Additionally, you may allow Users to pay additional amounts (e.g. tipping, or donating to a charity) based upon the available functionality of the Crowd Music Services.
We will maintain a proceeds account into which we will deposit proceeds derived from your Crowd Music Performances and against which we will debit the Crowd Music Fee payable by you to us (described in the foregoing sentence) and all expenses including, but not limited to broadcast costs, bandwidth costs, royalty payments, software fees, licensing fees, merchant and transaction fees, merchant reserves, returns, chargebacks, overhead and any applicable sales taxes. In consideration of Crowd Music providing its services in connection with the Crowd Music Services, Crowd Music shall have the free right to deduct from the total amount of the proceeds derived from your Crowd Music Performances a fee (the “Crowd Music Fee”). The amount of the Crowd Music Fee is dependent on the Total Gross Revenue from your Crowd Music Performance. Artist agrees to the Crowd Music Fee of 30% of Total Gross Revenue, plus a $249 Set Up Fee.
During the Term, within forty five (45) days of your Crowd Music Performance, we will remit to you the money in your proceeds account, less applicable fees and expenses (as described herein); provided, however, that we will withhold payment until the total amount due to you is at least twenty-five dollars (US$25.00). Notwithstanding the foregoing we reserve the right to withhold payment if we in good faith determine that additional documentation is necessary to make the payment (e.g. W-9 or identification). You agree that you will be responsible for all taxes incurred as a result of the Broadcaster Payments.
The expiration of the Term of this Agreement will not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, the provisions of this Agreement will continue to apply even after the expiration of the Term.
If we receive a claim that our distribution of your Broadcaster Submissions or any other materials provided or authorized by you violates any third party rights or if a claim arises from your breach or alleged breach of the representations, warranties, and covenants made by you herein, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our licensees and affiliates (and their respective directors, officers, contractors and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our licensees and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this paragraph. We will use reasonable efforts to promptly notify you of any such claim, and by obtaining, posting and maintaining an adequate bond for our benefit you may assume control of the defense of such claim, provided that we will have the right in all events to participate in the defense thereof. Additionally, you agree to indemnify, defend, and hold us harmless from and against anything including all losses or liabilities (including reasonable attorneys’ fees, costs, and expenses) arising out of any claims by any partner that relates to your withdrawal of your Broadcaster Submissions (such as claims alleging unfair business practices, or price discrimination).
The Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Crowd Music without restriction. Any assignment attempted to be made in violation of this Agreement shall be void. This Agreement will be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
This Agreement will be governed and interpreted in accordance with the internal laws of the State of Tennessee, USA, applicable to agreements entered into and to be wholly performed therein, without regard to principles of conflict of laws.
Disclaimer of Liability:
READ THE FOLLOWING CAREFULLY AS IT LIMITS OUR LIABILITY.
The Crowd Music Services are provided “AS IS,” without warranties of any kind. We expressly disclaim any representations and warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose. We shall have absolutely no liability in connection with the services including without limitation, any liability for damage to your hardware, software, and business resulting from the Crowd Music Services.
We make no warranty, representation or guaranty as to Crowd Music Services. We make no warranty, representation or guaranty that the Crowd Music Service will be uninterrupted or error free or that any defects can be corrected.
The services are offered by Crowd Music Group, LLC, 4 Academy Place, Suite #502, Nashville, Tennessee 37210. Please email firstname.lastname@example.org with your inquiry.
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