IVOX MUSIC ● Artist Terms of Use

Submission of Music Videos and Music

Please read these Artist Terms of Use for Submission of Music Videos and Music (“Agreement” or “Artist Terms of Use” or “Artist Terms”) carefully before using the services offered by IVOX MUSIC LLC (“IVOX MUSIC,” “Company,” “we,” “us,” or “our”). This Agreement sets forth the legally binding terms and conditions for your use as an Artist or Artist representative or an Artist entity on the website at www.ivoxmusic.com (the “Site”) and the service operated by the Company, including any and all mobile software applications offered or published by the Company (collectively with the Site, and/or the “Service”).

BPlease read these Artist Terms of Use for Submission of Music Videos and Music (“Agreement” or “Artist Terms of Use” or “Artist Terms”) carefully before using the services offered by IVOX MUSIC LLC (“IVOX MUSIC,” “Company,” “we,” “us,” or “our”). This Agreement sets forth the legally binding terms and conditions for your use as an Artist or Artist representative or an Artist entity on the website at www.ivoxmusic.com (the “Site”) and the service operated by the Company, including any and all mobile software applications offered or published by the Company (collectively with the Site, and/or the “Service”).

1. By using the Site and/or Service in any manner whatsoever, including but not limited to visiting or browsing the Site you agree to be bound by the Terms and Conditions of Use which are applicable to all Site and/or Service users and visitors.

1.1 By using the Site and/or Service as an Artist or Artist representative or an Artist entity and/or content contributor uploading content to the Site and/or Service you also agree to be bound by these Artist Terms of Use for Submission of Music Videos and Music. These Artist Terms of Use apply to all users of the Site and/or Service, who are also contributors of content, information, and other materials or services on the Site.

Acceptance of Artist Terms of Use Terms

2. The Service is offered subject to acceptance without modification of all of the terms and conditions contained herein (the “Artist Terms of Use”), which the Artist Terms of Use also incorporate the Terms and Conditions of Use, and all other operating rules, policies and procedures that may be published from time to time on the Site and/or Service by the Company, each of which is incorporated by reference into these Artist Terms of Use and each of which may be updated by the Company from time to time without prior notice to you. In addition, some services offered through the Site and Service may be subject to additional terms and conditions promulgated by the Company from time to time; your use of such services is subject to those additional terms and conditions which are incorporated into these Artist Terms of Use by this reference.

2.1 If you are submitting music videos and/or music on behalf of an artist, band, company, entity, organization, musical group, including, but not limited to, a recording or record label, promoter, producer, manager, agent, A&R (artists and repertoire) administrator and/or representative (collectively hereinafter an “Artist Entity”), you unconditionally represent and warrant that you: (a) are an authorized representative of that Artist Entity and any recording artist(s), band(s), or other group(s) represented by such Artist Entity (a “Represented Artist”) with the authority to bind such Artist Entity or Represented Artist to these Artist Terms of Use and (b) agree to be bound by these Artist Terms of Use on behalf of such Artist Entity and/or Represented Artist.

2.2 The Site and Service is intended for use only by individuals who are at least 18 years old. You represent and warrant that if you are an individual, then you are of legal age to enter into, and form a legally binding contract, and are authorized to submit music video(s), music, and supporting information, and that all such information you submit is truthful, and accurate.

2.4 The Company may, in its sole discretion, refuse to offer or provide the Site and/or Service to any person or entity and change its eligibility criteria at any time for any reason, with or without notice of any kind. This provision is void where it may be prohibited by law and the right to access the Service is revoked in such jurisdictions.

Modification of the Artist Terms of Use

3. The Company reserves the right, at its sole discretion, to modify or replace any of the terms in these Artist Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site and/or Service or by sending you an e-mail. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Site and/or Service without notice or liability. It is your responsibility to check these Artist Terms of Use periodically for changes. Your continued use of the Site and/or Service following the posting of any changes to these Artist Terms of Use constitutes acceptance of those changes. Notwithstanding the preceding sentences of this section, no modifications to these Artist Terms of Use will apply to any dispute between you and the Company that arose prior to the date of such modification.

Privacy

4. Your privacy is important to us. Please review our Privacy Policy as it describes how we collect, use, and share information when you use the Site and/or Service that link to this Privacy Policy.

User Submissions

5. As a condition of use of the Site and Service, you agree not to use the Site or Service for any purpose that is prohibited by these Artist Terms of Use and as contained in our Content Submission Policy. The term “Content” includes, without limitation, any User Submissions and/or audiovisual content, including but not limited to music, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by the Company or its partners on or through the Service.

Intellectual Property Rights

6. The Site and Service provides Artists the ability to digitally submit music videos, music, and related information owned or controlled by such Artists to the Site and Service, including but not limited to sound recordings (“Sound Recordings”), videos synchronized with Sound Recordings and other audiovisual works (collectively, “Music Videos”), and the musical works embodied within Sound Recordings and Music Videos (“Musical Works” and, collectively with Sound Recordings and Music Videos, the Artist’s “Music”). The Company will not have any ownership rights in any elements of an Artist’s Music, however, the Company needs the following license(s) to perform the Service.

6.1 Each Artist uploading Music Videos, Sound Recordings, Musical Works, and Music to the Site and Service grants the Company and its authorized affiliates, sublicensees, and distributors, the worldwide, non-exclusive, royalty-free, right and license to: (a) reproduce, distribute, stream, broadcast, publicly perform (including on a through-to-the-audience basis and by means of a digital audio transmission), publicly display, create derivate works of, communicate to the public, synchronize and otherwise exploit (collectively, “Exploit”) (i) the Artist’s Music and perform the Service on the Artist’s behalf (e.g., reproduce, transcode, copy and store the Artist’s Music on computer servers owned, leased, managed, and/or operated by or on behalf of the Company or its authorized affiliates, sublicensees and distributors, and publicly perform, broadcast, transmit, synchronize, stream, distribute, redistribute, and playback the Artist’s Music) using any technologies or methodologies now known or hereafter developed, and (ii) Exploit all associated copyrightable works or metadata, including, without limitation, song lyrics and musical notations, album cover artwork, photographs, graphics, and descriptive text (“Artworks”) in connection with the Site and/or Service); (b) allow users of the Service to receive public performances and public displays of the Artist’s Music and Artworks and to reproduce the Artist’s Music and Artworks on any and all devices owned or controlled by the user for non-commercial purposes and receive performances and displays of same; and (c) reproduce, use, and publish, republish, and to permit others to reproduce, use and publish, and republish, the name(s), trademarks, likenesses, and personal and biographical materials of the Artist, in connection with the provision of the Site and/or Service.

6.2 To enable the Company to Exploit your Music pursuant to the above provisions, you hereby grant to the Company the worldwide, non-exclusive, royalty-free, sublicensable, assignable, and transferable right to use, distribute, reproduce, publish, republish, transmit, broadcast, copy, and display your trademarks, service marks, slogans, logos or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Site and/or Service or in the marketing, promotion or advertising of the Site or Service, including in all forms of marketing, promotion, and advertising materials now known or hereafter created.

6.3 By uploading any Music or Artworks to the Site and Service, including Content and elements related to Music Videos, Sound Recordings, Musical Works, and Music to the Site and Service, you represent and warrant, and can demonstrate to the Company’s full satisfaction upon request, that (a) you own, manage, or otherwise control all rights to your Music and Artworks including Music Videos, Sound Recordings, Musical Works, and Music related Content (or that such Music and Artworks and related Content are in the public domain or have otherwise been directly licensed to the Artist in writing with a grant of rights sufficient to permit the Artist to enter into this Agreement and to grant all of the rights with respect to the Artist’s Music or Artworks as set forth in this Agreement (hereinafter “Direct Licensed”); (b) you have full authority and authorization to act on behalf of any and all owners of any right(s), title or interest in and to any Music, Music Videos, Sound Recordings, Musical Works, and Music related Content you upload to the Site and/or Service and to the Artworks; (c) you have permission to use the name and likeness of each identifiable individual person whose name and/or likeness is contained or used within the Music and/or Artworks, Music, Music Videos, Sound Recordings, Musical Works, and Music related Content, and to use such individual’s identifying or personal information (to the extent such information is used or contained in the Music and/or Artworks and/or related Content) as contemplated by these Artist Terms of Use, and (d) you are authorized to grant all of the aforementioned rights to the Music and/or Artworks including Music Videos, Sound Recordings, Musical Works, and Music related Content to the Company and all users of the Site and/or Service. The representations and warranties in this paragraph with respect to rights and authorizations in Music shall not be deemed to apply with respect to any performance and/or mechanical rights in any Musical Works that exclusively vest in a PRO, MRO, or CMO that you properly and accurately identify to the Company. For the purpose of clarity and understanding, you and the Company acknowledge that in the United States, mechanical rights and performance rights do not exclusively vest in MROs and certain PROs (depending on the applicable songwriter’s affiliation therewith).

6.4 You represent and warrant that the use or other exploitation of your Music and/or Artworks, including Music Videos, Sound Recordings, Musical Works, and Music related Content by the Company and its authorized affiliates, sublicensees and distributors and/or by users of the Site and/or Service as contemplated by this Agreement 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.

6.5 You represent and warrant that, to the extent that you upload any Music, Music Videos, Sound Recordings, Musical Works, and Music related Content to the Site and/or Service that is written by a songwriter or songwriters affiliated with a PRO, MRO and/or CMO (such songwriters may include, without limitation, you, any Represented Artist, or even a songwriter that writes the music for, but does not perform on a given Sound Recording), you have correctly identified such songwriter(s) to the Site and Service as being so affiliated, and all information that you have provided in connection with such identification is accurate and complete in all respects.

6.6 You represent and warrant that, to the extent that you identify a songwriter or songwriters of Music, Music Videos, Sound Recordings, Musical Works, and Music related Content that you upload to the Site and/or Service as NOT being affiliated with a PRO, MRO or CMO that no fees or payments of any kind whatsoever shall be due from the Company to any PRO, MRO, CMO or music publisher for the public performance, communication to the public or mechanical reproduction of your Musical Works.

6.7 You represent and warrant that no fees of any kind shall be due from the Company to any third party (save for a relevant PRO, CMO or MRO or other authorized publishing entity), including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of your Music, Music Videos, Sound Recordings, Musical Works, and Music related Content as authorized under this Agreement. For clarity and understanding, you represent that no fees of any kind, whatsoever shall be due from the Company to any third party with respect to any and all types or kinds of transactions in the United States including to any MRO or other authorized publishing entity.

6.8 If any agreement you have entered into with any third party, including, but not limited to a PRO, MRO, CMO, music publisher, union or guild, whether by law or contract, prohibits you from granting company the right and license set forth in this Agreement and making the representations and warranties set forth in the following paragraphs herein, then you are prohibited from uploading your Music, Music Videos, Sound Recordings, Musical Works, and Music related Content to the Site and Service and shall be responsible for indemnifying and holding company harmless from and against any and all claims arising from the exploitation of your Music and Music related Content on the Site and Service, including all court costs and legal fees. Notwithstanding the foregoing, you shall not be prohibited from uploading your Music to the Site and/or Service by reason of an agreement with a PRO, MRO, CMO or other authorized publishing entity if you properly and accurately identify any and all affiliations of the songwriter(s) of the music with the applicable collecting societies or authorized publishing entities; and to the extent possible notify any and all such affiliations or the same.

6.9 If you identify a songwriter of Music and/or Music related Content you upload to the Site and/or Service as NOT being affiliated with a PRO, MRO, CMO or other authorized publishing entity, and the Company determines that any such songwriter is, or is likely to be, affiliated with a relevant collecting society or publishing entity, the Company may, at its sole discretion (and without limiting any other rights or remedies the Company may have hereunder, at law or in equity), (a) deduct and accrue the Publishing Share from any gross revenue from any Digital Transactions related to such songwriter, or for the pro rata share of any fees or revenue that may be due if any,  to the extent appropriate, (b) remove any or all Music written by such songwriter from the Site and/or Service, and/or (c) terminate your access to all or any part of the Site and/or Service. The Company shall have no obligation to review the accuracy of any statements with respect to collecting society or publishing entity affiliation, and further shall have no obligation or duty of any type or kind whatsoever to review Music and/or Music related Content uploaded to the Site or Service to determine if it infringes upon the rights of any party, including without limitation, any collecting society or publishing entity.

Indemnification

7. You shall defend, indemnify, and hold harmless the Company and its affiliates, authorized sublicensees and distributors, and each of their officers, employees, contractors, directors, representatives, agents, managers, and any and all others working at their direction from any and all liabilities, claims, causes of action, fee, fines, costs, and/or expenses, including reasonable attorneys’ fees and court costs, that arise from and/or relate to your use or misuse of, or access to, the Site, Service, Content or otherwise from your User Submissions, violation of these Artist Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity, and for breach of any of your representations and warranties in these Artist Terms of Use. For the avoidance of doubt, you hereby agree to defend, indemnify, and hold harmless the Company from any and all claims by a third party or third parties owning, controlling or claiming any right in or to your User Submissions, and/or your Music, Music Videos, Sound Recordings, Musical Works, and Music related Content including claims for performance royalties, synchronization royalties, mechanical royalties, and use or re-use fees (save for claims by collecting societies or authorized publishing entities in circumstances where you have accurately provided songwriter affiliation information to the Company). The Company reserves the right to assume the exclusive defense and control of any and all matters otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses at your sole expense.

Limitation of Liability

8. In no event shall the Company, nor its officers, directors, employees, agents, affiliates, managers, partners, distributors, content providers, or others working at their direction be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the Site and/or Service (a) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, or consequential damages of any kind whatsoever, substitute goods or services (however arising), (b) for any technological failures, crashes, bugs, viruses, trojan horses, or the like (regardless of the source of origination or otherwise), or (c) for any direct damages in excess of (in the aggregate) one-hundred U.S. dollars ($100.00). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.

8.1 If a dispute arises between one or more participants in any matter involving your User Submissions, and/or your Music, Music Videos, Sound Recordings, Musical Works, and Music related Content including claims for performance royalties, synchronization royalties, mechanical royalties, intellectual property rights and/or infringement, or causes of action, lawsuits, administrative proceedings or otherwise, then you release the Company (and its affiliates, officers, directors, agents, contractors, employees, managers, and any and all other working at their direction) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any and all such disputes. If you are a California resident, then you waive California civil code §1542, which says: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You, being aware of said code section, hereby expressly waive any rights you may have thereunder, as well as under any other statutes or common law principles of similar effect. You acknowledge and agree that this waiver is an essential and material term of this Agreement, and that without such waiver, this Agreement would not have been entered into by the Company.

Arbitration and Dispute Resolution

9. A printed version of these Artist Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Artist Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and the Company and/or its assigns agree that any cause of action arising out of or related to the Site and/or Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

9.1 These Artist Terms of Use shall be governed by and construed in accordance with the laws of the State of Nevada, excluding its conflicts of law rules, and the United States of America. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Clarks County, Nevada, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

9.2 YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and the Company agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.

9.3 For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts located in Clark County, Nevada. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Artist Terms of Use, including, without limitation, this section.

Integration and Severability

10. These Artist Terms of Use and the other Terms and Conditions of Use incorporated on this Site and Service are the entire Agreement between you and the Company with respect to the Site and Service, as it applies to your User Submissions as an Artist, Artist Representative, or Artist Entity, and your Music, Music Videos, Sound Recordings, Musical Works, and Music related Content including claims for performance royalties, synchronization royalties, mechanical royalties, and Artist related matters, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Site and/or Service. If any provision of these Artist Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Artist Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS ARTIST TERMS OF USE AGREEMENT OR ANY RELATED CAUSES OF ACTION OR CLAIMS ARISING THEREFROM. 

11.1 You as an Artist, Artist Entity, and/or Artist Representative, hereby absolutely, unconditionally, irrevocably and expressly waive forever trial by jury and do so knowingly, intentionally, and voluntarily, with clear and unequivocal understanding of its implications. 

11.2 You acknowledge, understand, and agree that this waiver of trial by jury is an essential and material term of this Agreement, and that without such waiver, this Agreement would not have been entered into by the Company.

Additional Terms

12. The Company shall not be liable for any system failures due to third party Apps – application problems, cable, satellite, broadcast, and/or OTT streaming service providers, or any failure to perform its obligations hereunder where such failure results from any cause beyond the Company’s reasonable control, or constructive control, including, without limitation, technological, mechanical, electronic or communications failure including downtime, interference, blackouts, or otherwise.

12.1 These Artist Terms of Use are personal and related directly to you as an Artist, Artist Entity, and/or Artist Representative, and are not assignable, transferable or sublicensable by you except with the Company’s prior express written consent. The Company may assign, transfer or delegate any or all of its rights and obligations hereunder without consent.

12.2 No agency, business arrangement, partnership, joint venture, or employment relationship whatsoever is created as a result of these Artist Terms of Use and neither party has any authority of any kind to bind the other in any such respect. In any action or proceeding to enforce rights under these Artist Terms of Use, the prevailing party will be entitled to recover costs and attorneys’ fees.

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