These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“you” or the “Artist”) and SongDistro (“Distributor”). Alongside the Distributor’s Privacy Policy (“Privacy Policy”) and any documents referenced herein, these Terms will govern the relationship between the Artist and Distributor (collectively referred to as the “Parties” and individually as a “Party”) regarding the distribution of musical works created by the Artist and submitted to the Distributor (“Works”).
BY ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THEM AND THE PRIVACY POLICY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR USE OUR WEBSITE OR SERVICES. BY ACCEPTING THESE TERMS, YOU CONFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING CONTRACT WITH THE DISTRIBUTOR.
1. **Modification of Terms**
1.1 – The Distributor reserves the right to modify these Terms at its discretion. Such modifications will take effect immediately upon posting and will apply to all future use of the Distributor’s services. The Artist agrees to review these Terms regularly and acknowledges that continued use signifies acceptance of any amendments.
2. **Term**
2.1 – These Terms will take effect upon your acceptance and will automatically renew for successive thirty (30) day periods (each, a “Term”) unless terminated by either Party in accordance with the termination provisions herein.
3. **Distribution Agreement**
3.1 – The Distributor engages the Artist’s services concerning the production of the Works during the Term.
3.2 – The Artist retains the right to select Works for distribution. The Artist may submit material at any time; however, the Distributor reserves the right to reject any submitted Works at its discretion.
3.3 – The Distributor maintains broad rights to exploit the Works, holding final authority over all related matters. While the Distributor will endeavor to maximize benefits for the Artist, it does not guarantee specific financial outcomes or continuous exploitation of the Works.
4. **Grant of Non-Exclusive License**
4.1 – Submitted Works will not be regarded as confidential by the Distributor.
4.2 – The Artist acknowledges full responsibility for any submitted Works and agrees to indemnify the Distributor against third-party claims regarding content.
4.3 – The Artist grants the Distributor and its affiliates the following rights (“Licensed IP Rights”):
– A non-exclusive, non-transferable worldwide license to use, copy, modify, display, reproduce, and exploit the Works as part of the Distributor’s business.
– All necessary ancillary and moral rights to use the Artist’s name, likeness, photographs, and biography in connection with the Works, provided prior approval is obtained through content supplied to the Distributor.
– A non-exclusive right to grant sub-licenses that couple Works with visuals or for distribution to third parties for various purposes, including advertising and promotion.
– The right to use any Work in advertisements or sponsorships for products or services.
5. **Further Assurance**
5.1 – The Artist agrees to assist the Distributor in executing necessary documents and actions to enforce these Terms, at the Distributor’s expense.
6. **Subscription Fee**
6.1 – The Artist may purchase a recurring subscription plan from the Distributor (“Subscription Fee”), assuming responsibility for all associated costs.
6.2 – Failure to pay the Subscription Fee will result in the termination of services and removal of associated music.
7. **Royalty Payments**
7.1 – The Distributor will pay the Artist a percentage of revenue generated through its account attributable to the Works (“Artist Royalties”). Royalty payments will occur monthly unless the Artist is in default.
7.2 – The Artist may receive Royalty payments via PayPal, subject to minimum transaction amounts. The Distributor may change payment terms with prior notice.
7.3 – Transfer fees for Artist Royalties will be deducted, including a minimum PayPal fee.
7.4 – Upon written request for the removal of Works, the Artist will receive Royalties up to the removal date, with a processing period of up to fourteen (14) days.
8. **Accounting**
8.1 – Each Royalty payment will include a written statement detailing the amount due.
8.2 – The Artist has the right, upon reasonable request, to review relevant Distributor records for verification of royalty payments within one (1) year following receipt of a Royalty Statement.
9. **Representations and Warranties**
9.1 – The Artist warrants that:
– All Works are original and do not infringe any third-party rights.
– The Artist holds all copyrights and intellectual property rights to the Works.
– There are no legal restrictions preventing participation in these Terms.
9.2 – The Distributor warrants its authority to enter into these Terms.
10. **Covenants**
– The Artist must ensure that all representations remain accurate and notify the Distributor of any changes.
– Both Parties must comply with relevant third-party terms and policies.
11. **Termination**
11.1 – Either Party may terminate these Terms with written notice if:
– A material breach is not remedied within thirty (30) days.
– The Artist provides fourteen (14) days’ notice for Work removal.
– Fraud or breach of representation occurs.
– A Party becomes subject to bankruptcy or similar proceedings.
11.2 – Upon termination, obligations shall cease except for outstanding Artist Royalties and Subscription Fees.
11.3 – The Distributor will cease using the Works within six (6) months post-termination.
12. **Indemnification**
12.1 – The Artist agrees to indemnify the Distributor against any claims resulting from breaches of these Terms.
13. **Artist Infringement**
13.1 – If Works lack proper licensing or permissions, the Distributor may withhold Artist Royalties.
14. **Remedies**
14.1 – The Artist may seek damages or accounting but may not pursue injunctive relief.
15. **Non-Waiver**
15.1 – No waiver of any provision shall constitute a waiver of any subsequent breach.
16. **Tax Responsibility**
16.1 – The Artist is responsible for all applicable taxes related to earnings under these Terms.
17. **Legal Advice**
17.1 – The Artist is encouraged to seek independent legal counsel regarding these Terms.
18. **Nature of Relationship**
18.1 – This agreement does not create any partnership or agency relationship.
19. **Confidentiality**
19.1 – The Artist shall not disclose any confidential information without written consent from the Distributor for three (3) years post-disclosure.
20. **Severability**
20.1 – If any provision is deemed unenforceable, the remaining provisions will remain valid.
21. **Time of Essence**
21.1 – Time is of the essence in these Terms.
22. **Currency**
22.1 – All monetary references are in U.S. dollars unless stated otherwise.
23. **Assignment**
23.1 – The Distributor may assign these Terms with notice to the Artist; the Artist cannot assign without prior consent.
24. **Governing Law**
24.1 – These Terms are governed by the laws of Greece, and jurisdiction lies with its courts.
25. **Statute Reference**
25.1 – References to statutes are updated unless they impose new obligations.
26. **Notice**
26.1 – Any notice must be in writing and will be deemed effective according to specified delivery methods.
27. **Entire Agreement**
27.1 – These Terms represent the complete agreement between the Parties and supersede all prior agreements.