Terms of Service
THE FOLLOWING TERMS AND CONDITIONS, WHEN ACCEPTED BY YOU (WHETHER AS AN INDIVIDUAL, OR IF APPLICABLE, ACTING AS THE AUTHORIZED LEGAL REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, COMPANY OR CORPORATION) AND ROCKSTARUNITED.COM, ROCKSTARTUNES.COM (COLLECTIVELY REFERRED TO IN THIS AGREEMENT AS "US" AND "WE") SHALL CONSTITUTE THE DIGITAL SALES AGREEMENT (THE "AGREEMENT"). PLEASE READ THIS AGREEMENT CAREFULLY. BY SUBMITTING MUSIC, YOU (OR THE PARTY YOU ARE AUTHORIZED TO REPRESENT) WILL BECOME A PARTY TO, AND WILL BE BOUND BY THIS AGREEMENT. THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE "Upload Music" BUTTON. IF YOU DO NOT AGREE, INDICATE YOUR DECISION BY CLICKING ON "Cancel" AND YOU WILL BE RETURNED TO THE HOME PAGE OF THIS WEB SITE.
The following terms shall have the following meanings for purposes of this Agreement:
"Authorized Artwork" means album cover artwork and any other artwork relating to Recordings that you provide to us. All such artwork shall be deemed to have been cleared by you for all purposes unless you shall have provided us with written notice to the contrary.
"Copyright Management Information" means the digital information conveying information regarding a Digital Master, such as your name, the names of all writers, the name of the publisher, the title of the applicable album, the name of the song and the record company name, and same shall be subject to the protection of Title 17, Section 1202 of the United States Copyright Law.
"Digital Master" or "Digital Masters" means a copy or copies of Recordings in digital form.
"Recordings" means sound recordings and audio/visual recordings and underlying musical compositions that you have designated for digital distribution by us, through the use of our SELL YOUR MUSIC Form. Records shall also include any video clips that accompany any sound recordings and audio/visual recordings. Any such sound recordings and audio/visual recordings and the underlying musical compositions must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized hereunder by you.
You hereby appoint us as your authorized representative for the sale, distribution and sub-licensing of rights for your Recordings as provided herein. The rights that are granted by you to us are nonexclusive and are worldwide. Accordingly, you hereby grant to us the non-exclusive right, during the Term to:
Term and Termination
The term of the Services provided (the "Term") shall commence on the Effective Date and shall continue until either: (i) terminated by you or (ii) terminated by us. This Agreement is also subject to the RockstarUnited.com web site (the "Site") Terms and Conditions of Use. In the event of any conflict between the terms of this Agreement and the Site Terms and Conditions of Use, the Site Terms and Conditions of Use will control. We may terminate this Agreement at any time in the event that you breach any of the Site Terms and Conditions of Use. In the event that the Services are terminated for any reason, we will have thirty (30) days to discontinue the distribution and sale of Recordings and Digital Masters.
You receive 80% of all royalties from sales. If you terminate the Services, your music will immediately be taken down at the online store.
You acknowledge and agree that upon termination of the Services for any reason, your Recordings and Digital Masters will be taken down and upon the discontinuance of your Recordings for sale, this Agreement will terminate.
In consideration for the digital distribution services provided by us hereunder (the "Services") and the payments you may receive as set forth in the section below, we recieve 20% of total sales as outlined below.
By entering into this Agreement, you agree that we are authorized to deduct 20% (fee) of sales and any applicable taxes and other charges you may incur in connection with your use of the Services with us, which is further described below. You are solely responsible for all charges, fees, duties and taxes, incurred by you in connection with the Services. If you notify us in writing that you are canceling the Services with respect to one or more of your releases or albums. Once a release or album has been taken down, no further fees for Services will be charged for that release or album unless you decide to reinstate a particular release or album. Within 30 days of receipt of the Contact Form request we will remove all cancelled releases and/or albums from the applicable digital Internet consumer stores.
It is your responsibility to notify us if your payment address has changed by filling out the Contact Form. If you do not provide a valid payment address we may discontinue providing Services hereunder and/or terminate this Agreement. If your designated payment method is determined by us to be inactive for any reason, we may cease providing Services and terminate this Agreement.
Payments to You
Subject to the terms of the sections above, we shall pay you an amount equal to eighty percent (80%) of our actual receipts from the sale of Digital Masters of your Recordings.
All payments to you will be distributed via check when the minimum amount of your Sales meets a $100 minimum plus any applicable transaction fee. For example, if there is a $1.00 transaction fee associated with PayPal, funds would not be paid from your Deposit Account via check until such time as you have a balance of $101.00 in your Deposit Account. At that time a transfer would take place and $100.00 would be mailed to you via check and $1.00 would be used to pay the applicable transaction fee. You are always responsible for paying all applicable transaction fees. At this time, PayPal transaction fees are 5% + $0.05 per payment. Such payment obligation shall constitute full consideration for all rights granted and all obligations undertaken by you hereunder.
It is your responsibility to ensure that your personal information is correct when you submit information as necessary. With respect to any payments to you, any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law. To the extent that you owe any amounts to us as a consequence of this Agreement.
As we receive sales information with respect to your Recordings, we will publish this information via the account you created and make this information available to you.
You shall obtain and pay for any and all clearances and licenses as may be required for uses of Recordings and Authorized Artwork. Specifically, and without limiting the generality of the foregoing, you shall be responsible for and shall pay (i) any royalties and other sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Digital Masters, (ii) all mechanical royalties or other sums payable to publishers and/or authors or co-authors of musical compositions embodied in Digital Masters from sales or other uses of Digital Masters, (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (iv) any other royalties, fees and/or sums payable with respect to Recordings, and Authorized Artwork, and other materials provided by you to us. You agree that any amount payable to you hereunder is inclusive of any so-called "artist royalties" that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction.
Your obligations under these sections will survive termination of this Agreement for any reason. You are obligated to pay any other potential right's holder that may have a claim on the songs you are selling. We DO NOT do that for you. You are agreeing to take on that responsibility entirely.
Rights to Withdraw Material
You shall have the right at any time during the Term hereof upon written notice to us to withdraw further authorization for the sale or other uses of Recordings and Authorized Artwork. Within thirty (30) days following our receipt of your notice to us hereunder of your requested withdrawal of Recordings or Authorized Artwork or any part thereof. Please note that for your notice of withdrawal to be effective, it must be sent via the Contact Form. We reserve the right to reject any materials (recordings, videos or artwork), Recordings or Authorized Artwork that you submit, in our sole discretion. You agree to submit all Recordings and Authorized Artwork, at your sole expense, in the format(s) required. Technical descriptions of such format(s) will be provided to you upon request.
Names and Likenesses; Promotional Use and Opportunities. We may use and authorize applicable Licensees to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers and/or songwriters, as well as track and/or album name, and Authorized Artwork, in any marketing materials for the sale, promotion and advertising of the applicable Digital Master that is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of applicable Digital Masters). We and any of our Licensees shall have the right to market, promote, sell, give away and advertise the Digital Masters in connection with promotional programs, without incurring any payment obligations to you in connection with such promotions.
English Translation: When you send your music to iTunes, etc. you are giving them the right (but not the obligation) to promote it on their site with your album cover art, metadata, etc. You are also giving rockstarTunes the right to promote links or images to your music. There is no guarantee; however, that anyone will promote your music, nor that any promotion will generate sales for you.
Subject to our rights hereunder or under any prior agreement between you and us, insofar as we are concerned, all right, title and interest in and to (i) Recordings and Authorized Artwork, (ii) the Digital Masters, (iii) the Clips, (iv) all copyrights and equivalent rights embodied therein, and (v) all materials furnished by you, shall be and remain your property.
English Translation: You own the rights to your music and are in NO WAY giving us the rights to do more than sell it for you.
We reserve the right to change, modify, add to or remove all or part of this Agreement. Notice of any such changes shall be sent to you by email at least thirty (30) business days prior to their effective date. In the event that you do not consent to any such proposed changes your sole recourse shall be to terminate the Term of this Agreement by written notice to us as provided herein, and your failure to do so within thirty (30) business days of the date of any such email from us to you shall constitute your acceptance of such changes. The expiration of the Term of this Agreement shall not relieve either party from their respective obligations incurred prior to or during the Term, the sections of this Agreement will continue to apply even after the expiration or termination of this Agreement.
Indemnification and Infringement
If we receive a claim that the use of Recordings, Digital Masters or Authorized Artwork or any other materials provided or authorized by you is in violation of any third party rights, 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 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 section, provided that we obtain your written consent prior to making any such payments. You agree that your consent will not be unreasonably withheld, delayed or conditioned. We shall promptly notify you of any such claim, and by obtaining and posting and maintaining an appropriate bond for our benefit you may assume control of the defense of such claim, provided that we shall have the right in all events to participate in the defense thereof. If a claim is made we will have the right to withhold payment of any monies due you hereunder in an amount reasonably related to the claim and potential expenses.
If we receive a written notice of a dispute regarding ownership or control of a Recording, which in each case is not a Legal Claim (as defined below) (each, a "Rights Dispute") from any party and you disaffirm any rights you may have to the Recording ("Non-disputed Content"), and we decide, in our or their sole discretion, to issue a take down request for the Non-disputed Content, you shall be liable for paying an applicable $1 Take Down Fee for such Non-disputed Content. If we or a Licensee receives written notice of a summons, lawsuit, or other legal action filed in a court of competent jurisdiction alleging infringement of any rights of any third party (including, without limitation, any claim for trademark or copyright infringement, defamation, unfair competition or infringement of privacy or publicity) in connection with any Recording (each, a "Legal Claim") and we or our Licensee(s) decide, in our or their sole discretion, to issue a take down request for the Recording that is the subject of the Legal Claim, you shall be liable for paying all Take Down Fees for such Recording regardless of whether you dispute the Legal Claim.
English Translation: If the material you submit violates copyright claims by others, you will pay for 100% of the legal fees to sort it out. You and ONLY YOU are responsible for copyright issues.
Additional Representations and Warranties of the Parties
You represent and warrant that you are at least 18 years of age and have the full authority to act on behalf of any and all owners of any right, title or interest in and to Recordings or Authorized Artwork
You represent and warrant that you own or control the necessary rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by us and our Licensees shall not violate or infringe the rights of any third party.
You represent and warrant that: (i) you have the right and authority to enter into this Agreement and to grant to us all rights specified herein; (ii) all of Recordings, including any sampled third party material embodied therein, Authorized Artwork, metadata, videos and any other materials furnished by you to us or relating to Recordings are owned or controlled by you and any distribution of the same shall not infringe on the copyrights or other rights of any person or entity; and (iii) we shall have the right to exploit the Recordings, Digital Masters and Authorized Artwork in all manners set forth hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the royalties due to you described in the sections above.
Each party represents and warrants that it shall not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party's performance of its obligations under this Agreement.
Each party represents and warrants that it shall perform their obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.
The parties acknowledge and agree that in the course of negotiating and transacting business under this Agreement each party may become aware of certain otherwise confidential information related to the other'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, the parties agree to keep such information confidential.
We may provide free bar codes and UPCs to you. These are for your use only in connection with the Services provided by us and may not be transferred or resold. If transferred or resold, you agree to pay us $25.00 per bar code or UPC plus any revenue made from the transfer or resale. In addition, we may deduct such charges from any fees owed to you.
Disclaimer: We make no guarantees whatsoever with respect to minimum sales of your Recordings, payments to you under this Agreement, the marketing, promotion or advertisement of your Recordings.
English Translation: By submitting material for distribution, you are stating that you have all rights necessary to do so. We may provide FREE barcodes and UPC #s and you may not re-sell them or transfer them if we do.
The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, or employee.
This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
This Agreement shall 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.
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the address provided by you upon registration with us, or as properly updated.
This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, U.S.A., without reference to conflicts of laws provisions and, as to matters affecting copyrights, trademarks and patents, by U.S. federal law. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in Raleigh, North Carolina, in accordance with N.C. Gen. Stat. § 1-569.1 et seq. (the "Revised Uniform Arbitration Act") and the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of North Carolina, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be confirmed, reduced to judgment and entered in any court of competent jurisdiction. You agree that, any provision of applicable law notwithstanding, the arbitrator shall have the authority to award the prevailing party its costs and reasonable attorneys' fees. In the event that the above arbitration provision is held invalid or unenforceable, then any dispute with respect to this Agreement shall be brought and heard either in the North Carolina state courts located in Wake County, North Carolina, or the federal district court for the Eastern District of North Carolina located in Raleigh, North Carolina. In such event, you consent to the in personam jurisdiction and venue of such courts. You agree that service of process upon you in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
These Services are operated and provided by RockstarTunes Inc.,. If you have any questions about these Terms, please contact us. firstname.lastname@example.org
Effective: November 1, 2013