January 1, 2015
Welcome to the Lgmusicpub Publishing, LLC. Artist/Label Agreement (together with any and all applicable Addenda the "Agreement"), between you and Lgmusicpub Publishing (along with our licensees and assignees collectively referred to in this Agreement as "us," "we," and "Lgmusicpub"). This Agreement contains the general terms and conditions under which Lgmusicpub offers the "Services" (as defined below). If you choose to utilize the Digital Download and Distribution Service (as defined below) or the Consignment Service (as defined below) or the "Sync Distribution Service" (as defined below) or the “Publishing Administration Service” (as defined below) or any combination of such services, the Digital Download Addendum and/or the Consignment Service Addendum and/or the Publishing Administration Addendum and/or the Sync Distribution Addendum (each an “Addendum” and collectively the “Addenda”) will apply as applicable. Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by Lgmusicpub (whether by upload to the Lgmusicpub website (www.lgmusicpub.com) (the "Website") or through the submission of physical embodiments of your sound recordings (and the musical works embodied therein) (e.g., as CDs or DVDs) to Lgmusicpub, constitutes your agreement to and acceptance of this Agreement and any applicable Addendum.
THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICK “I HAVE READ AND AGREE TO THE TERMS OF SERVICE,” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I HAVE READ AND AGREE TO THE TERMS OF SERVICE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I HAVE READ AND AGREE TO THE TERMS OF SERVICE” BUTTON BELOW.
We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions of Section9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and Lgmusicpub that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, you will be notified by email. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services. Your continued use of the Services following posting of a change notice or new agreement on the Site or notice to you via e-mail, will constitute your binding acceptance of the changes.
YOU ARE RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH LGMUSICPUB FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES..
1. Terms of Service:
This Agreement is incorporated into and subject to the Terms of Service (http://www.lgmusicpub.com/#!terms-of-use/c1i2g) ("TOS"). All initially-capitalized terms not defined in this Agreement are defined in the TOS.
You hereby appoint us and/or our partners, affiliates, or subsidiaries as your authorized representative for the sale and other distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the non-exclusive right, during the "Term" (as defined below) and throughout the “Authorized Territory” (as defined below), to:
(a) Reproduce and create derivative works of Your Content (including any Physical Product) by creating video files that embody Your Content and elements thereof and authorizing our Licensees to do the same (hereinafter referred to as “Art Tracks”), converting Your Content into Digital Masters, including full-length versions of sound recordings (“Clips”) that can be used for promotional purposes as authorized herein and, if necessary, reproducing Your Content in new Physical Product;
(b) Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content, and Clips, by means of digital audio transmissions (on an interactive or noninteractive basis) through the Website, a Licensee website, or via a Lgmusicpub Widget you or any person authorized by you may place on any website, to identify the availability of Your Content for license, sale or distribution and to promote Your Content, on a through-to-the-listener basis, without the payment of any fees or royalties to (i) the songwriters, composers, or music publishers owning any rights in and to Your Content; (ii) any performing artist(s) (including non-featured vocalists and musicians) on Your Content; (iii) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label, and (iv) any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);
(c) Distribute Your Content in accordance with any applicable Addendum;
(d) Place or embed Your Content in magazines, web sites, Lgmusicpub advertisements, and any and all other media, whether now known or hereafter developed, but specifically excluding television and movies, to promote the Lgmusicpub Service;
(e) Use and distribute Copyright Management Information as embodied in a Digital Master of Your Content;
(f) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement;
(g) Reproduce, distribute, and publicly perform and communicate to the public Your Content (including Clips) as part of a downloaded program that may include multiple sound recordings and other content, commonly known as a “podcast;” and
(h) Authorize our Licensees to perform any one or more of the activities specified above or in an applicable Addendum.
The term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice (the “Term”) provided that Lgmusicpub is granted ninety (90) business days to perform all take down, withdrawal and/or termination notices and appropriate documentation with digital service providers, digital retailers and any other agencies which may take part in the selected distribution service, which notice, if sent by (a)Lgmusicpub, may be sent to you at the last e-mail address you provided to Lgmusicpub and (b)you to Lgmusicpub, must be sent only to the following e‑mail address: firstname.lastname@example.org with the following information: (a)your username; (b)the e‑mail address associated with your Account; (c)all album titles for which you are requesting termination; and (d)which Services you are terminating (e.g., Physical Distribution, Digital Distribution, Publishing Administration, Marketing, Video Distribution, Ringtone Distribution, and/or Sync Distribution). Any termination notice provided by you pursuant to this section shall be permanent and irreversible. Notwithstanding anything to the contrary herein, Lgmusicpub may at any time in its sole discretion, with or without notice to you: (i)suspend or limit your access to or your use of the Services and/or (ii)suspend or limit your access to your Account (as defined in Section11(a)).
4. Payments to You:
(a) Pricing the Sale of Your Content. Except as otherwise set forth in an Addendum, you will have the discretion to set the pricing for the sale of Your Content on the Website. Notwithstanding the foregoing, Lgmusicpub and its distributors and partners may set pricing differently for third-party websites than for the Website, including, by way of example and not limitation, to cover additional costs or to provide discounts for promotions. Lgmusicpub reserves the sole and exclusive right to set the pricing for any digital audio transmissions of Your Content, whether on an interactive or non-interactive basis, provided that Your Content will be priced the same as all other content on the Service licensed by Lgmusicpub for interactive or non-interactive digital audio transmissions. You will also be subject to additional set up fees and charges as more fully explained on the Website, including, but not limited to, fees for Lgmusicpub's administering mechanical royalties for the reproduction and distribution of musical works (as applicable), as such fees and charges may be updated by Lgmusicpub from time to time, and you are responsible for reviewing those fees and charges. Your acceptance of this Agreement is an acceptance of the Lgmusicpub fees and charges, which are available here: http://www.lgmusicpub.com/#!pricing/chi8).
(b) Licensee Records. Lgmusicpub, may, but need not, audit the books and records of Licensees and may accept any representations made in a Licensee accounting statement delivered to Lgmusicpub as true and complete. Lgmusicpub shall have no liability to you for failure to audit or investigate any accountings rendered to it by any Licensees.
(c) Offsets. You hereby authorize Lgmusicpub to offset against any amounts owed to you pursuant to this Agreement any amounts that you may owe to Lgmusicpub, whether under an indemnification provision or for costs, expenses, and deductions authorized in this Agreement.
(d) Recordkeeping; Audits. We will maintain books and records which report the sale or other licensed uses of Your Content. You may, but not more than once a year, at your own expense, engage a Certified Public Accountant (“CPA”) to examine those books and records directly related to the sale or other licensed uses of Your Content, as provided in this Section 4(d), only. You may have your CPA make those examinations only for the purpose of verifying the accuracy of the statements sent to you. All such examinations will be in accordance with generally accepted accounting principles (“GAAP”) procedures and regulations. Your CPA may make such an examination for a particular statement only once, and only within one (1) year after the date we send you that statement. Your CPA may make such an examination only during our usual business hours, and only at the place where such books and records are maintained in the ordinary course of business. You must provide us with thirty (30)-days written notice prior to commencing an audit and must identify the name, address, telephone number, and email address of the CPA conducting the audit on your behalf. You may not engage the CPA on a contingent fee basis (i.e., your CPA must be paid on a flat fee or time-based basis). We may postpone the commencement of your CPA’s examination by notice given to you not later than five (5) days before the commencement date specified in your notice. In the event of any postponement initiated by us, the running of the time within which the examination may be made will be suspended during the postponement. If your CPA’s examination has not been completed within three (3) months from the time commenced, then we may require you to terminate the audit upon seven (7) days’ notice, which notice may be given at any time. We will not be required to permit the CPA to continue any examination after the end of that seven (7)‑day period. Your CPA will not be entitled to examine any other records that do not specifically report sales or other licensed uses of Your Content for which Lgmusicpub has actually received payment. Your CPA may act only under an acceptable confidentiality agreement, which provides that any information derived from such audit or examination on your behalf will not be knowingly released, divulged, published or shared with any other person, firm or corporation, other than to you or to a judicial or administrative body in connection with any proceeding relating to this Agreement. Your CPA may not share the results of the examination conducted on your behalf with any third party without our express written permission.
(e) Objections to Accountings. If you have any objections to a Lgmusicpub accounting statement made available to you, you agree that you shall give us specific notice of that objection, including a copy of your CPA’s analysis of the accounting statement, and your reasons for it within eighteen (18) months after the date we send or make that statement available to you. Each statement shall become conclusively binding on you at the end of that eighteen (18)‑month period, and you will no longer have any right to make any other objections to it notwithstanding any audit rights you may otherwise have under any applicable law or regulation. Any payments determined to be owed you following an audit shall be paid within ninety (90) days of the delivery of your CPA’s audit report, unless objected to in writing by Lgmusicpub, in which case any payments due shall be postponed pending the resolution of the audit dispute. A late fee of one-half percent (0.5%) shall be due for underpaid royalties. Unless otherwise prohibited by law, you will not have the right to sue us in connection with any statement, or to sue us for unpaid royalties for the period a statement covers, unless you commence the suit within that eighteen (18)-month period. If you commence suit on any controversy or claim concerning statements rendered to you under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to a determination of the amount of royalties due for the accounting periods concerned, and the court shall have no authority to consider any other issues or award any relief except recovery of any royalties found owing, plus interest at the rate of one-half percent (0.5%) per month. Your recovery of any such royalties plus interest shall be the sole remedy available to you by reason of any claim related to our statements.
(f) Affiliation with Other Performing Rights Organizations for Royalties. Nothing contained in this Agreement shall prohibit you from affiliating with any PRO for the receipt of royalty payments for the public performance or communication to the public of your sound recordings or musical works made by a third party, excluding only public performances or communications to the public of sound recordings or musical works made by Lgmusicpub pursuant to the Authorizations set forth in Section2 of this Agreement.
(g) Tax Information. Lgmusicpub will use its reasonable efforts to collect sales and other taxes owed on the sale of Your Content (“Sales Tax”), and to remit such Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of any Sales Tax owed in connection with the sale or distribution of Your Content pursuant to this Agreement, and you hereby indemnify Lgmusicpub for any Sales Tax that may be owed in addition to those amounts collected and remitted on your behalf by Lgmusicpub.
5. Your Obligations:
(a) You, or a licensee acting on your behalf (e.g., a company such as Easy Song Licensing), will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay (i)any royalties and other sums due to artists (featured and non-featured), authors, co‑authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Your Content, (ii)all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in Your Content from sales or other uses of Your Content [Please see the information at http://lgmusicpub.com/faq.aspx with regard to publishing issues.], (iii)all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA), and (iv)any other royalties, fees and/or sums payable with respect to Your Content or other materials provided by you to us. You agree that the amount payable to you 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 and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting Your Content.
(b) Parental Advisory Labeling. You will be responsible for complying with the Recording Industry Association of America’s (“RIAA”) Parental Advisory Logo (“PAL”) Standards, as applicable, for so long as you use the Services. Information about the RIAA PAL Program is available here: http://www.riaa.com/toolsforparents.php?content_selector=parental_advisory
6. Right to Withdraw Material; Termination of Authorizations to Licensees
You have the right, at any time during the Term, to withdraw the authorizations set forth in Section2 above and the applicable Addenda, for the sale or other uses of all or any portion of Your Content, upon written notice to us (a “Withdrawal Notice”) or to terminate this Agreement pursuant to Section3 of this Agreement (a “Termination Notice”). Upon receipt of a Withdrawal Notice with respect to any of Your Content or a Termination Notice with respect to all of Your Content, we will promptly remove those elements of Your Content covered by such Withdrawal Notice or Termination Notice, as the case may be, from the Website (and in no event more than ninety (90) business days following receipt of a Withdrawal Notice or Termination Notice), and shall, within ninety (90) business days following our receipt of a Withdrawal Notice or Termination Notice, advise our Licensees via a “Takedown Notice” that they are no longer authorized to sell or offer for any other use those elements of Your Content covered by such Takedown Notice. Your submission of a Withdrawal Notice or Termination Notice shall not in any way limit the authorizations granted to us or any Licensees prior to the implementation of your Withdrawal Notice or Termination Notice, and will not limit in any way the rights of end users who have acquired Your Content.
Lgmusicpub is not responsible for, and has no liability for, any delays of our Licensees in removing Your Content from any websites or services owned or operated by such Licensees. You shall remain solely responsible for enforcing the removal of Your Content from our Licensees’ websites and services in the event such Licensees fail to remove Your Content following receipt of a Takedown Notice or following the termination of any rights granted to such Licensees by Lgmusicpub; provided, however, that Lgmusicpub may, in its sole and absolute discretion, continue to assist you to effectuate the removal of Your Content from Licensees’ websites and services. Lgmusicpub may, but need not, provide you with notice in the event Lgmusicpub terminates or allows to expire any authorizations previously granted to a Licensee for the distribution of Your Content. Nothing in this Agreement shall limit any remedies you may have at law or in equity against any Licensee that is using Your Content in violation of the terms of any license granted to such Licensee by you or Lgmusicpub.
7. Names and Likenesses; Promotional Use and Opportunities:
(a) Name and Likeness of Artists and Songwriters. You hereby grant to Lgmusicpub during the Term the right to use and to authorize our 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 all artwork related to your sound recordings or audiovisual works, in any marketing materials for the sale, promotion, and advertising of Your Content, which 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 or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of Your Content).
(b) Promotion.You hereby grant to us and our Licensees the right to market, promote, and advertise Your Content as available for purchase or license, in any and all media, whether now known or hereafter developed, as we and they determine in our and their discretion.
(a) Subject to our rights hereunder or under any prior agreement between you and us, as between you and us, all right, title, and interest in and to (a)Your Content, (b)the Digital Masters, (c)the Clips, (d)the Physical Product (if applicable), (e)all copyrights and equivalent rights embodied therein, and (f)all materials furnished by you, will be yours.
9. Modification, Termination and Effect of Termination:
(a) Modification of Agreement. We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion, at any time and from time to time. If the e-mail you have provided to us is no longer functioning, then, in addition to any other remedies we may have with respect to your Account and use of the Services, we shall be authorized to communicate with you via any other reasonable manner we may choose in our sole discretion, including through notice on the web page through which you access your Account information or via any accounting statement. The most recent date of this Agreement shall be identified on the first page hereof. In the event that you do not consent to any such proposed changes in the Agreement, your sole recourse shall be to terminate this Agreement by notice to us, and your failure to submit a Termination Notice shall constitute your acceptance of such changes to the extent Your Content is still available through the Services. To terminate your Agreement, you must send a Termination Notice to email@example.com and include in the subject line of your e-mail “Termination of Artist Agreement.”
(b) Consequences of Termination. The expiration or termination of the Agreement will not relieve either you or us from our respective obligations incurred prior to the effective date of your termination of the Agreement. In addition, provisions of this Agreement intended to survive the termination of this Agreement shall survive termination, including, but not limited to, the Indemnification, Disclaimers, Limitation of Liability; Basis of the Bargain, and General Provisions.
10. Monitoring of Your Content; Removal of Content from Website:
(a) Monitoring. Lgmusicpub does not control Your Content and does not have any obligation to monitor Your Content for any purpose. Lgmusicpub may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content, but by doing so Lgmusicpub assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review or otherwise access any other artist’s content or artwork.
(b) Right of Removal. Lgmusicpub reserves the right, in its sole and absolute discretion, to remove any of Your Content from the Website if such content: (i)is patently offensive, pornographic or defamatory; (ii)is the subject of a dispute between you or us and a third party; (iii)is content to which you cannot document your rights therein upon Lgmusicpub’s request; (iv)violates the intellectual property rights or other protected interests of a third party; (v)is the subject of a takedown notice by a party claiming to own the rights therein, or (vi)is the subject of any fraudulent activity, or for any other reason in Lgmusicpub’s sole and absolute judgment is necessary to protect the business interests of Lgmusicpub and any of its business partners or Licensees. Lgmusicpub may also remove Your Content from the Website if you are abusive or rude or provide false or intentionally misleading information to any Lgmusicpub employees or agents. Lgmusicpub shall have no liability to you for the removal of any of Your Content from the Website or any Licensee website or service other than to provide you a credit (but not a refund) for any fees previously paid by you for making Your Content available via the Website or through Licensees. The removal of any of Your Content shall not relieve Lgmusicpub of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content.
(c) No Termination Due to Removal. This Agreement shall not be terminated automatically by Lgmusicpub removal of Your Content from the Website or Licensee’s websites or services. In order for you to terminate this Agreement following the removal of any of Your Content, you must send Lgmusicpub Termination Notice.
11. Account Information; Disclosures:
(a) Your Account Information. In order to access some features of the Website, including your account information and periodic statements, you will have to create an online account (“Account”). You hereby represent and warrant that the information you provide to Lgmusicpub upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your Account information, including your e-mail address, is kept accurate and up‑to-date at all times during the Term of this Agreement.
(b) Password. As a registered user of the Services you will have login information, including a username and password. Your Account is personal to you, and you may not share your Account information with, or allow access to your Account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your Account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Website. You agree to notify us immediately of any breach in secrecy of your login information. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party not authorized by you, then you agree to immediately notify Lgmusicpub by e-mail to firstname.lastname@example.org. You will be solely responsible for the losses incurred by Lgmusicpub and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying Lgmusicpub that your Account has been compromised.
(c) Disclosure of Information. You acknowledge, consent, and agree that Lgmusicpub may access, preserve, and disclose your Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i)comply with legal process; (ii)enforce this Agreement;
(iii)respond to a claim that any of Your Content violates the rights of third parties; (iv)to respond to your requests for customer service; or (v)to protect the rights, business interests, property or personal safety of Lgmusicpub and its employees and users, and the public.
12. Prohibited Use of the Website and Licensee Websites and Services:
(a) You agree not to use the Website, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm, damage, or disparage Lgmusicpub, its Licensees or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following:
(b) Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website or by law, or otherwise attempt to use or access any portion of the Website other than as intended;
(c) Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit, any portion of the Website, use of the Website, access to the Website or content obtained through the Website, as a result of your being granted permission to upload Your Content to the Website;
(d) Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website;
(e) Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;
(f) Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;
(g) Create a false identity or impersonate another for the purpose of misleading others as to your identify, including, but not limited to, providing misleading information to any feedback system employed by Lgmusicpub;
(h) Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;
(i) Interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers;
(j) Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or
(k) Use the Website in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.
13. Availability of Services:
Lgmusicpub may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software or services available via the Website, at any time and without notice and without liability to you. The features, media, content, products, software or services available on and through the Website may be out of date, and Lgmusicpub makes no commitment to update any aspect of the Website. Lgmusicpub makes no representations and warranties with respect to availability of the Website and may discontinue the Service at any time with or without notice. You are solely responsible for maintaining back-up copies of any elements of Your Content uploaded to the Website or otherwise delivered to Lgmusicpub as Physical Product.
14. Additional Representations and Warranties:
(a) Mutual Representations and Warranties. Each party represents and warrants to the other that it:
(i) is authorized to enter into this Agreement on the terms and conditions set forth herein.
(ii) will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement.
(iii) shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.
(b) Representations and Warranties by You. You represent and warrant to Lgmusicpub that:
(i) you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Content, including, but not limited to, all musical works embodied in Your Content, and that you are authorized to provide Your Content to us for the uses specified in this Agreement. For the avoidance of doubt, if you are acting on behalf of an artist, band, group or corporation, you hereby represent and warrant to Lgmusicpub that you are fully authorized to enter into this Agreement on behalf of such artist, band, group or corporation and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement.
(ii) you own or control all of the necessary rights in Your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement.
(iii) the use or other exploitation of Your Content, including, but not limited to, any musical works embodied in your sound recordings, by us and our Licensees 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.
(iv) to the extent you are the songwriter of any or all of the musical works embodied in Your Content, whether in whole or in part (e.g., as a co‑writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any PRO, whether based in the United States or elsewhere, or any music publisher, and that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us and our Licensees for the public performance and communication to the public of Your Content, including as Clips, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the use of the musical works in Your Content when publicly performed, communicated or otherwise transmitted by Lgmusicpub or its Licensees.
(v) you have not assigned any of the rights in and to the sound recordings embodied in Your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings.
15. No Representations and Warranties With Respect to Sales and Distributions:
Lgmusicpub makes no guarantees regarding the minimum number of unit sales or uses of Your Content. In addition, we cannot guarantee that Licensees will perform under any agreement they enter into with Lgmusicpub for the sale, distribution or licensed use of Your Content, including by paying the royalties they owe us for the distribution of Your Content. If a Licensee refuses to pay us for the use of Your Content, you agree that you will assume responsibility for collecting any payments that may be due from such non-compliant Licensees for any sale, distribution or licensed use of Your Content if such third party fails or refuses to pay such amounts to Lgmusicpub upon Lgmusicpub’s request.
(a) Indemnification. You hereby agree to indemnify, defend, and hold Lgmusicpub harmless from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims”) arising out of any breach or alleged breach of any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, any Claims made by a PRO or music publisher with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this Section.
(b) Indemnification Request. If we make an indemnification request to you under this Section, we may permit you to control the defense, disposition or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by Lgmusicpub or imposes any conditions or obligations on Lgmusicpub other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to us. If we, in our reasonable and good faith judgment conclude that you are not capable of defending your or our interests against any Claims, then we shall have the option to control the defense in any matter or litigation through counsel of our own choosing to defend against any such Claim for which you owe Lgmusicpub an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.
(a) THE WEBSITE AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(b) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, LGMUSICPUB AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LGMUSICPUB OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. LGMUSICPUB AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE WEBSITE OR ANY PART THEREOF, OR ANY SERVICES PROVIDED BY LGMUSICPUB, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE OR ANY ASSOCIATED SITES OR APPLICATIONS, AND OFFER YOUR CONTENT VIA THE SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, HANDSET, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE WEBSITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
18. Limitation of Liability; Basis of the Bargain:
(a) LGMUSICPUB SHALL NOT BE LIABLE TO YOU FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. LGMUSICPUB SHALL ALSO NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS OR DAMAGES ARISING OUT OF THE FAILURE OF ANY LICENSEE TO PAY LGMUSICPUB OR YOU ANY ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED OR TERMINATED AGREEMENT WITH LGMUSICPUB OR OTHERWISE. LGMUSICPUB'S TOTAL LIABILITY TO YOU FOR ANY BREACH OF THIS AGREEMENT SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID TO YOU BY LGMUSICPUB FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM AGAINST LGMUSICPUB.
(b) APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND LGMUSICPUB, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND LGMUSICPUB, LGMUSICPUB ‘S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT LGMUSICPUB WOULD NOT BE ABLE TO OFFER ITS SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILITY.
19. Dispute Resolution:
(a) Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND LGMUSICPUB AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
(b) Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Lgmusicpub, to you via any other method available to Lgmusicpub, including via e-mail. The Notice to Lgmusicpub should be addressed to: [Lgmusicpub / ATTN: Renita Holyfield, MBA / PO Box 1684 / Jonesboro, GA / 30237] (the “Arbitration Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and Lgmusicpub do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Lgmusicpub may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (THE “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. If you are required to pay a filing fee to commence an arbitration against Lgmusicpub, then Lgmusicpub will promptly reimburse you for your confirmed payment of the filing fee upon Lgmusicpub receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000, in which case you are solely responsible for the payment of the filing fee.
(c) Arbitration Proceeding. The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and Lgmusicpub agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(d) No Class Actions. YOU AND LGMUSICPUB AGREE THAT YOU AND LGMUSICPUB 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, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.
(e) Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of Georgia in conducting the arbitration. You acknowledge that this Agreement and your use of the Services and the Website evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this Agreement.
(f) Applicable Law. This Agreement and your use of the Services and the Website shall be governed by the substantive laws of the State of Georgia without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and Lgmusicpub under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Atlanta [Fulton County], Georgia, and you and Lgmusicpub hereby submit to the personal jurisdiction and venue of these courts.
(g) Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Lgmusicpub seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by Lgmusicpub or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Lgmusicpub, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.
(h) Claims. You and Lgmusicpub agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this Agreement, the Services or the use of the Website, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
(i) Improperly Filed Claims. All claims you bring against Lgmusicpub must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Lgmusicpub may recover attorneys’ fees and costs up to $5,000, provided that Lgmusicpub has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
20. General Provisions:
(a) Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture between you and Lgmusicpub, and Lgmusicpub shall not have a fiduciary obligation to you as a result of your entering into this Agreement.
(b) Entire Agreement. This Agreement together with the TOS contains the entire understanding of the parties relating to the subject matter hereof. This Agreement (including all Addenda) supersedes all previous agreements or arrangements between you and Lgmusicpub pertaining to the Services, provided that if you previously entered into a digital distribution or consignment agreement with us in the past, and elected any options specifying or limiting the scope of the distribution of Your Content, the limitations and authorizations with respect to the distribution of Your Content shall remain in place under this Agreement and the applicable Addendum. This Agreement cannot be changed or modified except as provided herein.
(c) Waiver; Severability. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition, 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.
(d) Binding Effect. This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
(e) Notice. 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 addresses provided to and by you upon registration with Lgmusicpub, or as properly updated, or, in the absence of a valid electronic mail address, via any other method Lgmusicpub may elect in its sole discretion, including, but not limited to, via posting on the Website.
(f) Governing Law; Dispute Resolution. This Agreement will be governed and interpreted in accordance with the laws of the State of Georgia applicable to agreements entered into and to be wholly performed in Georgia, without regard to conflict of laws principles. Any and all disputes arising out of this Agreement shall be resolved in the manner set forth in the TOS.
(g) Rights Cumulative. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.
(h) Headings. The titles and headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
(i) No Third Party Beneficiaries. 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.
(j) Assignment. Lgmusicpub may assign its rights and obligations under this Agreement at any time to any party. You may not assign your rights and/or obligations under this Agreement without obtaining Lgmusicpub’s prior written consent.
21. Certain Definitions:
The following capitalized terms shall have the following meanings for purposes of this Agreement:
(a) Authorized Territory” means the universe, or more limited territories, to the extent so limited by you, during the Lgmusicpub registration process.
(b) “Lgmusicpub Widget” means a (i) software application available on the Website that you or someone authorized to act on your behalf may embed on third-party websites, (ii) link, code, script or any other software or instruction that you or someone authorized to act on your behalf may embed or place on a third-party website, including, but not limited to, social media websites such as Facebook, that permits a user of such third-party website to access content hosted and/or streamed from servers owned or controlled by or on behalf of Lgmusicpub, including Your Content, or (iii) standalone software available for use on mobile devices, smartphones (e.g., iPhones, Android phones), tablet computers (e.g., iPads), set-top boxes, and other hardware now known or hereafter developed (collectively, "Hardware"), that facilitates or enables the public performance, communication to the public or other transmission of Your Content via the Internet or any other transmission medium through such third-party websites or on or through any Hardware. The Lgmusicpub Widget may provide access to all of Your Content or give you the ability to control which of Your Content is available through third-party websites, as Lgmusicpub may choose in its sole discretion.
(c) “Consignment Service” means the service that enables you to market and have sold Physical Products via the Website and/or through Lgmusicpub’s partners (e.g. distributors, retailers) http://www.lgmusicpub.com/#!pricing/chi8 on a consignment basis following your delivery of Your Content to Lgmusicpub as Physical Product.
(d) “Copyright Management Information” means the digital information conveying information regarding a Digital Master, including, by way of example and not limitation, the title of the applicable album, the name of the song, the ISRC code, the marketing label, and the record company name.
(e) “Digital Download and Distribution Service” means the online services operated by Lgmusicpub for the sale, distribution or licensing of Your Content and other content through the Website or through websites and services operated by or on behalf of Licensees.
(f) “Digital Master” or “Digital Masters” means a copy or copies of Your Content in digital form, whether created by you or Lgmusicpub.
(g) “Digital Performance Rights” means the rights to perform a copyrighted work publicly by means of a digital audio transmission.
(h) “Digital Performance Rights Administration Service” means the service that enables Lgmusicpub to administer and manage your Digital Performance Rights and to collect on your behalf monies derived from the exploitation of the Digital Performance Rights in the sound recordings you have submitted to Lgmusicpub.
(i) “Licensee” means any third party licensee that we may authorize to carry out the marketing, distribution, licensing, and sale or other use of Your Content pursuant to the terms of this Agreement, including, by way of example and not limitation, Apple iTunes, MediaNet, Rhapsody, online streaming services (e.g., webcasters), and others that Lgmusicpub may chose in its sole and absolute discretion.
(j) “Physical Product” means Your Content as fixed in physical product such as CDs, DVDs, LPs, etc.
(k) “Service” means either, any combination, or all of the Digital Download and Distribution Service, the Consignment Service, and the Sync Distribution Service.
(l) “Sync Distribution Service” means the service that enables you to have Your Content made available for synchronization and other licensing.
(m) “Threshold Amount” means the dollar amount set upon your registration with Lgmusicpub, and/or by signing the terms of agreement, which amount shall in no event be less than $50.
(n) “Your Content” means sound recordings, video content (i.e., audiovisual works), and the musical works embodied in such sound recordings and video content, and any album related artwork, photos, liner notes, metadata and other material related to your sound recordings and video content that you have provided to Lgmusicpub, either by digital upload to the Website or by delivery of Physical Product, either directly or via a third party acting on your behalf. Any such sound recordings and video content (and the musical works embodied therein), artwork, photos, liner notes, metadata, or other material provided by you to Lgmusicpub, must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized under this Agreement. For the avoidance of doubt, Your Content encompasses each sound recording and the musical work (i.e., the notes and lyrics) embodied in each sound recording.
YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY COMPANY THROUGH THE SITE OR WITH RESPECT TO YOUR LGMUSICPUB ACCOUNT, 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.
22. GRANT OF RIGHTS.
(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 the Internet consumer stores (“Consumer Stores”) (e.g., iTunes, Amazon, Spotify, Rhapsody) licensed to exploit your Recordings hereunder must be approved by you.
(b) By clicking the “I Agree” button, you irrevocably grant to Company, throughout the world (the “Territory”) and during the Term (as defined in Section 7 below), the non-exclusive right:
(i) to sell, copy, distribute and otherwise exploit the Recordings by all means and media (whether now known or existing in the future) (“Sale”) through any and all Consumer Stores now operational or hereafter available;
(ii) to collect all income deriving therefrom; and
(iii) to use the name(s), photographs and likenesses, artwork images, biographical 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.
(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 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 or the Consumer Stores. 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 for discs-on-demand. 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 discs-on-demand.
(a) Standard Option - Company shall pay you seventy-five percent (75%) of Net Income (as defined in Section 24(b) below) subject to there being a minimum amount of 50 USD due, provided that you have paid the appropriate subscription fee for such distribution service. If there is less than 50 USD due then the fees are not payable and Lgmusicpub shall withhold payment until such time that there is 50 USD due and payable to you or termination of this Agreement. All payments shall be made in USD and only to a Paypal account that you must establish and notify details of to Lgmusicpub. Net Income will be posted to your Lgmusicpub account in a timely fashion after Company's receipt thereof and/or any other method that is reasonably accommodating to Lgmusicpub Publishing, LLC. Once payment has been credited to your Paypal account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.
(i.) Premium Option - Company shall pay you one-hundred percent (100%) of Net Income (as defined in Section 24(b) below) subject to there being a minimum amount of 50 USD due, provided that you have paid the appropriate subscription fee for such premium service. If there is less than 50 USD due then the fees are not payable and Lgmusicpub shall withhold payment until such time that there is 50 USD due and payable to you or termination of this Agreement. All payments shall be made in USD and only to a Paypal account that you must establish and notify details of to Lgmusicpub. Net Income will be posted to your Lgmusicpub account in a timely fashion after Company's receipt thereof. Once payment has been credited to your Paypal account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.
(b) "Net Income" shall be defined as Company's actual receipts from Consumer Stores less any tax, fee or other charge related to the Sale of your Recordings. 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, 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 Lgmusicpub account will be pooled in an interest bearing bank account with the Net Income of other Lgmusicpub customers until the Net Income in your Lgmusicpub account reaches the minimum amount due (as defined in Section 24(a)). 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 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 Lgmusicpub streaming media player, iPhone 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 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 Lgmusicpub 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 account, credit card or debit card) (each a “Payment Method”) a minimum of Three Hundred Dollars ($300) to offset the costs of associated legal fees and expenses.
25. 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 sales in the United States, your payment typically includes the mechanical royalty on the underlying composition. In the case of the iTunes Match service, 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 Lgmusicpub 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.
26. 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 Company shall have the right to exploit 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) 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 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.
The Terms of Service shall apply at all times while you utilize the Site or the Services.
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 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 the same in any manner.
29. 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.
30. BAR CODES AND UNIVERSAL PRODUCT CODES.
Company will provide you with free bar codes and universal product codes (“UPCs”). These are for your use only and may not be transferred or resold. If transferred or resold, Company will charge you Twenty-Five Dollars ($25.00) per bar code or UPC, plus any revenue made by you from such transfer or resale. 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:
(i) 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;
(ii) Use any metadata, meta tags or other hidden text utilizing a Lgmusicpub name, trademark, URL or product name;
(iii) 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;
(iv) 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;
(v) 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;
(vi) 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;
(vii) 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;
(viii) Attempt to decompile, disassemble, decipher or reverse engineer any of the software used to provide the Site or Services;
(ix) 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), including, without limitation, any software that sends queries to the Site to determine how a website or web page ranks;
(x) Collect or store personal data about other users of the Site or Services without their express and explicit permission;
(xi) Misrepresent or impersonate your affiliation with any person or entity, through pretext or some other form of social engineering or otherwise commit fraud;
(xii) Use the Site or Services in any manner not permitted by the Terms of Service; or
(xiii) 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, 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 Georgia 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 and County of Georgia, 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 ninety (90) seconds 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 ninety (90) seconds 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 any consecutive ninety (90) seconds 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.
(k) If an audiovisual master is rejected by a Consumer Store because it does not meet that store’s technical or editorial specifications, you must pay a resubmission fee before resubmitting the master. In the event you are unable or unwilling to correct the errors or quality issues in order to resubmit the audiovisual master, there shall be no refund on previously paid fees – the fees paid for the initial submission and any resubmission are not refundable under any circumstance.
PUBLISHING ADMINISTRATION AGREEMENT
ADMINISTRATION AMENDMENT TO LGMUSICPUB’S TERMS & CONDITIONS
Please read the following terms and conditions carefully, which amend the Terms of Service that you previously entered into with Lgmusicpub Publishing, LLC. (“Lgmusicpub”) with respect to your Recordings, as such agreement has been supplemented, amended or otherwise modified. This is a legal agreement between you and Lgmusicpub. Lgmusicpub reserves the sole right at any time to modify, discontinue or terminate the Site and Services, or modify the Terms of Service without notice. All modified terms and/or conditions when posted on the Site shall supersede the prior agreement between you and Lgmusicpub, and such revised Terms and Conditions shall constitute the entire agreement between you and Lgmusicpub. By continuing to use or access the Site and/or Services after Lgmusicpub makes any such modification, 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 Lgmusicpub‘s express written consent. Capitalized terms used herein without definition have their respective meanings assigned in the Terms of Service.
YOU UNDERSTAND THAT BY USING THE SERVICES AND YOUR LGMUSICPUB PUBLISHING ACCOUNT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THIS AMENDMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. GRANT OF RIGHTS.
(a.) By clicking the “I Agree” button, you (the "Company Partner", "Affiliate", "Account Holder") grant to Lgmusicpub Publishing, LLC. (“Company”), throughout the world (the “Territory”) and during the Administration Term (as defined in section 6 below), the sole and exclusive right:
(i.) To be the designated publisher of the musical compositions owned or controlled, in whole or in part, by you, to the full extent of your interest therein, and included on the attached schedule of musical compositions (the “Compositions”). With the respect to any Composition(s) that are not currently owned by or registered to a publishing company previously established by you, you hereby appoint Company as the designated publisher of such Composition(s) during the Administration Term.
(ii.) To license, and cause others to license, and to collect all income related to any exploitation of the Compositions. Without limitation, Company shall have the right to license: (A) broadcast and digital public performances; (B) the manufacture, reproduction, distribution and sale of records embodying one or more Compositions, both physically and electronically; (C) the synchronization of the Compositions in connection with, but not limited to, motion pictures, television programs, advertisements and video games; (D) the use of the Compositions in connection with merchandising activities; and (E) if applicable, the use and performance of any master recording(s) of the Compositions that you own and/or control, which have been submitted to Lgmusicpub and are governed by Lgmusicpub’s Terms of Service (“Recordings”), including but not limited to the synchronization of the Recordings in connection with, but not limited to, motion pictures, television programs, advertisements and video games on the same terms and conditions as the licenses granted pursuant to paragraph 1(a)(ii)(C) hereof.
(iii.) To publish, or license others to publish, printed versions of the Compositions.
(iv.) To make arrangements of, or otherwise adapt, change or translate, any Composition in any manner. For example, to license the right to (A) sample a Composition, (B) use a Composition in a so-called mash-up, or (C) record a Composition in a foreign language.
(v.) To enter into agreements with, or assign or license any of Company’s rights and/or delegate any of its obligations under this agreement to third party licensees on such terms as may be acceptable to Company, including the right to delegate licensees to seek and procure adaptations and/or local re-recordings of a Composition, by means of adding new local language lyrics to the original music and/or creating a “cover version” of a Composition.
(vi.) To use names, likenesses and biographical information concerning the writers of the Compositions in connection with the exploitation and/or promotion of the Compositions and for promotion of Company’s business.
(vii.) To use, display and make available the Recordings, if applicable pursuant to paragraph 1(a)(ii)(E) above, and the underlying Compositions, on a streaming, royalty-free, worldwide basis, through a secured Company “One Stop Shop” synchronization website (the “Company Sync Store”), solely for authorized persons (e.g., music supervisors) to access, listen and test audio files of the Recordings and/or Compositions for potential third party synchronization placement.
(b.) You hereby appoint Company your true and lawful agent and attorney in fact (with full power of substitution and delegation) to make, execute and deliver any and all documents, instruments and writings in Company’s and/or your name and to take any other action in Company’s and/or your name which in the reasonable business judgment of Company is necessary or desirable to carry out the purposes of this agreement.
(c.) Company shall have the right but not the obligation to prosecute, defend and settle all claims and actions with respect to the Compositions, and generally to do all things necessary concerning the same and the copyrights or other rights with respect to the Compositions; provided, however, Company shall not settle claims without your consent. In the event of a recovery by Company or you of any monies as a result of a judgment or settlement, such monies shall be divided between you and Company in the same shares as provided for in section 2(c) below, after first deducting the out-of-pocket expenses of obtaining said monies, including reasonable legal fees and expenses. You shall have the right to provide counsel for yourself, to assist in or assume the prosecution or defense of any such matter, but at your own expense. Any judgments against Company and any settlements by Company of claims against it respecting any of the Compositions, together with costs and expenses, including, without limitation, legal fees and expenses, shall be subject to the indemnity provisions of the Terms of Service, and your indemnity payments shall be paid to Company from any and all sums that may become due to you under any and all accounts owned by you and administered by Company or promptly upon demand by Company.
(d.) The rights granted under this Agreement shall be assigned by Company to one or more of its affiliated music publishing entities. These include Lgmusicpub Publishing, LLC. (SESAC), LGMP Publishing (ASCAP), LGMPP Music Group (BMI) and other similar companies organized for affiliation with existing collection organizations and societies throughout the Territory. Additionally, you acknowledge and agree that Company may, in its sole discretion, license certain of your rights via Lgmusicpub New Media Administration directly and exclusively to individual end-user stores (e.g., Apple, Spotify, Amazon, etc.) regardless of any affiliation you may have as a songwriter with other services which license to the same stores.
(a.) Company shall collect all Gross Receipts earned by the Compositions, including any monies earned by the Compositions prior to the commencement of the Administration Term but not yet collected.
(b.) “Gross Receipts” is defined in this agreement as all revenue derived from exploitation of the Compositions (and Recordings, if applicable, in connection with synchronization licensing) and received by Company, solely allowing for any tax deductions and/or standard commissions deducted by bona fide performing rights societies operating at arms length, mechanical rights societies operating at arms length or any other collection agents established in any part of the Territory.
(i.) Fifty percent (50%) of Gross Receipts shall be credited to your Lgmusicpub account, except as set forth below. Company shall be permitted to retain fifty percent (50%) of Gross Receipts.
(ii.) Notwithstanding the foregoing, Fifty percent (50%) of Gross Receipts resulting from the synchronization of Compositions (and Recordings, if applicable) with films, tapes or other permanent visual images or cover versions of Compositions solely to the extent introduced by, or through the network of contacts of, Company shall be credited to your Lgmusicpub account. Such amounts shall also include any resulting additional revenue from such synchronization of Compositions (and Recordings, if applicable) and/or local cover versions (e.g., additional synchronization licensing, mechanical licensing, public performance royalties in connection with the secured use(s), etc.).
(iii.) Notwithstanding the foregoing, as it relates to performance rights societies and/or collection management societies operating at arms length, Company shall be permitted to retain one-hundred percent (100%) of publisher's share of Gross Receipts.
(iv.) Notwithstanding the foregoing, as it relates to neighboring rights socieites operating at arms length, Company shall be permitted to retain one-hundred percent (100%) of sound recording copyright owner share of Gross Receipts.
(c.) Upon your specific written request, Compositions included in Artist Releases shall not be subject to mechanical royalty payments under this Agreement. “Artist Releases” are defined as self-released products (i.e., records released by you without any involvement by any third parties) which are sold by you only at your live performances or through your own website. In the event you request a waiver of mechanical royalties on any Artist Release, you agree that you will remain responsible for any payments due to co-publishers and/or co-writers with respect to sales, and you agree to indemnify Company against any and all claims with respect thereto.
(d.) You shall receive statements as to your share of Gross Receipts, and such monies credited to your Lgmusicpub account within forty-five (45) days after the end of each calendar quarter for each such preceding quarterly period subject to there being a minimum amount of 50 USD due. If there is less than 50 USD due then the fees are not payable and Lgmusicpub shall withhold payment until such time that there is 50 USD due and payable to you or termination of this Agreement. All payments shall be made in USD and only to a Paypal account that you must establish and notify details of to Lgmusicpub. Once payment has been credited to your account, you will be able to withdraw all or a portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any objection relating to any accounting statement or any legal claims arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the statement is initially sent to you, and you waive any longer statute of limitations that may be permitted by law.
(e.) The Gross Receipts in your Lgmusicpub account may be held by Company in an interest bearing account. Company may, in its sole discretion, retain all interest earned on the Gross Receipts or pay to you all or a portion of such interest.
(f.) In the event that Company has, in its good faith discretion, reason to suspect that any Composition submitted by you to Company is not in compliance with the terms of section 4 below, or if Company is presented with a claim of infringement of copyright, trademark, right or 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 and agreements hereunder, you agree that Company may discontinue the posting of your share of Gross Receipts with respect to such Composition to your Lgmusicpub account and block your ability to otherwise withdraw funds therefrom until satisfactory resolution of the matter is obtained. Furthermore, you agree that you will forfeit such revenues if Company determines that they are the result of infringement or fraud.
(g.) If Company, in its reasonable discretion, determines that any infringing or fraudulent activities may have been caused by your or your affiliates acts or omissions, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to other remedies, be deducted by Company from any monies otherwise payable to you by Company. Furthermore, if in Company’s reasonable business judgment it elects to engage an attorney to review and/or respond to a claim of fraud and/or infringement with respect to a Composition(s), Company shall, in its sole discretion, have the right to deduct from your Lgmusicpub account or charge your Payment Method (defined in section 5(b) below) a minimum of Three Hundred Dollars ($300) to offset the costs of associated legal fees and expenses.
3. THIRD PARTY OBLIGATIONS.
You shall be solely responsible for the payment of all compensation due songwriters, licensors, income participants and other third parties to whom you are obligated to pay a portion of the income from any of the Compositions. You warrant and represent that all such songwriters, licensors, income participants and other third parties to whom you are obligated to pay a portion of the income from the Compositions shall look solely to you for any such payments and you hereby agree to indemnify Company and hold Company harmless from and against any and all claims, demands or actions by any such songwriters, licensors, income participants and other third parties for any such payments in accordance with the indemnification provisions of the Terms of Service.
4. WARRANTIES AND REPRESENTATIONS.
You warrant and represent that you are at least eighteen (18) years of age and that all of the Compositions, including, without limitation, any interpolated third party material embodied therein, metadata and any other materials furnished by you to Company or relating to the Compositions are owned or controlled by you and the use thereof as described or contemplated herein shall not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity; and that Company shall have the right to exploit 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.
5. COMPANY FEES.
(a.) You shall pay Company a one-time, non-refundable fee (the “Processing Fee”), as set forth on Company’s website, to cover Company’s administrative expenses with respect to updating your catalog of Compositions.
(b.) You agree that Company is authorized to deduct the Processing Fee, any applicable taxes and other charges you may incur in connection with your use of the administration services directly from your Lgmusicpub account or charge such fees to any alternate payment method you provide to Company (such as a valid PayPal account, credit card or debit card, each a “Payment Method”). For the avoidance of doubt, if you or Company terminates this agreement for any of the reasons set forth herein, you will not be entitled to a full or partial reimbursement of the Processing Fee. Furthermore, 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 Processing Fee (plus a Twenty-Five Dollar ($25.00) administrative fee), by any means necessary, including the right to keep your account active and collect any resulting royalties until the Processing Fee is fully recouped. It is your responsibility to notify Company if your Payment Method has changed by making the appropriate changes to your Lgmusicpub account settings. If you do not provide a valid Payment Method your service may be disconnected or interrupted at Company’s sole discretion.
6. ADMINISTRATION TERM / POST-TERM COLLECTION PERIOD / RETENTION PERIOD.
(a.) The “Administration Term” of this agreement shall be for an initial period of one (1) year, commencing on the date the Digital Contract is signed, received and processed by Company. After the initial period, the Administration Term shall automatically renew and extend for additional one (1) year periods unless you give Company written notice of termination at least sixty (60) days prior to the end of the period then in effect.
(b.) Company shall have the right to collect all income, and to maintain all rights granted in Section 1 relating to the Compositions, earned prior to the beginning of the Administration Term, but not yet collected, as well as all (i) income generated within the United States during the Administration Term for a period of thirty-six (36) months immediately following the end of the Administration Term (or, if applicable, the extended Administration Term) solely in the event such income generated is not remitted to Company during such Administration Term and (ii) all income generated outside of the United States during the Administration Term for a period of thirty-six (36) months immediately following the end of the Administration Term (or, if applicable, the extended Administration Term) solely in the event such income generated is not remitted to Company during such Administration Term.
(c.) Furthermore, you acknowledge and agree that for any Composition in which Company’s creative services team and/or a third party licensee secures a third party license (e.g., local cover versions of Compositions, local print compilations of Compositions; synchronization licenses of cover versions of Compositions that were initially procured during the Administration Term), you hereby grant Company the exclusive right to continue its collection and administration rights for an extended retention period with respect to the applicable Composition in perpetuity.
(a.) At Company’s request, you shall execute and deliver to Company any documents needed regarding the rights of Company in the Compositions, and if you fail to do so within ten (10) business days following Company’s request thereof, Company may sign such documents in your name.
(b.) Concurrently with your execution of this amendment, you will supply Company with copies of any existing licenses or other agreements concerning the Compositions. You further agree to notify Company of each recorded version of any Composition during the Administration Term as soon as reasonably practicable after you become aware thereof. If and to the extent that you fail to provide to Company any of the materials and information referred to in this section 7(b), Company’s rights in and to the Compositions shall not be impaired as a result thereof. Company shall not be responsible for any non-collection of monies or lack of copyright protection with respect to the affected Composition(s) that is the direct or indirect result of any such failure by you.
Promotion Terms of Service (TOS)
USER IS ADVISED TO READ THE TERMS OF SERVICES WITH UTMOST CARE BEFORE VISITING LGMUSICPUB.COM AND ITS SERVICES. AN ACT OF CONTINUING TO STAY AT AND USE LGMUSICPUB.COM AND SUBSCRIBING TO ANY PACKAGE OFFERED THROUGH THIS WEBSITE SHALL BE PRESUMED THAT THE USER AGREES TO ABIDE BY ALL THE PROVISIONS OF THE TERMS OF SERVICE. PLEASE NOTE THAT THE TERMS OF SERVICES ARE BINDING ON THE USER.
2.1 LGMUSICPUB, we, our, its and us refer to LGMUSICPUB.com, its owner and authorized officials.
2.2 ‘Services’ include all the services offered by LGMUSICPUB including but not limited to LGMUSICPUB.com, Facebook likes package, Instagram Follower package, Twitter Follower package and YouTube view package and such other packages LGMUSICPUB may introduce in future.
2.3 Additional or separate agreement refers to any separate understanding between LGMUSICPUB and the user other than or in addition to the TOS.
2.4 You, client, visitor and user refer to any person visiting LGMUSICPUB.com and using the Services.
2.5 The ‘TOS’ refers to all provisions of this terms of services document from 1 to 12 applies to the Services.
3. Services and warranties:
3.1 Our services include carrying out promotional campaigns by helping the client to increase the brand of the client through social media, email marketing and other advanced marketing strategems.
3.2 The client agrees that LGMUSICPUB owns no liability for the content, activity and purpose of the client’s social media account.
3.3 It is sole responsibility of the client to ensure the observation of the terms and conditions of any contract with third party.
3.4 LGMUSICPUB does not require access to the client’s social media account. It is responsibility of the client to ensure his/her/its social media account is safe from the unauthorized access.
3.5 The client agrees not to violate any provision of the contract the client has had with any third party. It is the responsibility of the client to ensure that the Terms of Services are not contrary to the contract with third party. The client represents and warrants that LGMUSICPUB is and shall not be party to such violation.
3.6 The client understands that LGMUSICPUB is not affiliated, in any manner, to any social media network including without limitation Facebook, Instagram, Twitter and YouTube.
3.7 The client agrees not to use the Services for any purpose not compliant with the laws for the time being in force in the United States, United Kingdom, Russia or Australia and with the public policy.
3.8 LGMUSICPUB may modify or terminate the Services at any time without serving notice; provided that the existing user either shall be refunded or served.
3.9 LGMUSICPUB reserves the right to amend, change or modify any provision of the Terms of Services, and the amended, changed or modified Terms of Services shall be effective immediately after they are posted on LGMUSICPUB.com.
3.10 LGMUSICPUB may refuse services to any client without assigning the reason to that effect.
3.11 LGMUSICPUB may refuse the Service to the client account containing unlawful, threatening, offensive, defamatory, libelous or objectionable or otherwise violate the Terms of Services.
3.12 LGMUSICPUB employs a natural human campaign using no software and bots and hence posing no negative consequences for the client’s social media account.
3.13 The Services completion may take time as LGMUSICPUB employs real human accounts and adopts a natural course. The smaller packages take 7 to 14 days, and larger packages may take 30 to 60 days.
3.14 LGMUSICPUB does not use fake profiles in the Services.
3.15 We do not incentivize any user to like, view or follow the client’s social media profile in a manner that falls within the meaning of violation of the terms and conditions of the social media networks including but not limited to Facebook, Instagram, YouTube and Twitter.
3.16 We hereby warrant that we do not make, instigate or encourage any user to violate the terms and conditions of the social media networks including but not limited to Facebook, Instagram, YouTube and Twitter.
3.17 LGMUSICPUB does not mislead the user in any manner that may violate the terms and conditions of the social media networks including but not limited to Facebook, Instagram, YouTube and Twitter.
3.18 LGMUSICPUB employs a strategy to provide the Services which is compliant with terms and conditions of the social media networks and all the laws for the time being in force.
3.19 Technically, LGMUSICPUB also serves the interests of the social media networks, and employs all the measures to ensure that no provision of the terms and conditions of the social media websites is violated, and no act is detrimental to the interests of the social media websites.
3.20 LGMUSICPUB does not guarantee the speed of the delivery for its services, all the speeds mentioned are strictly an estimate that does not represent the actual speed/deadline of a campaign.
4. Payments and refunds:
4.1 4.1 The price for various packages is provided on the pricing page: https://lgmusicpub.com/pricing. LGMUSICPUB reserves the right to modify such price from time to time without serving a prior notice. The price or payment shall refer to the updated price of the package.
4.2 The pricing page forms the part of the TOS.
4.3 LGMUSICPUB accepts payments through Paypal and Credit Cards.
4.4 The payment made for the Services by the client to LGMUSICPUB is not refundable.
4.5 The user shall prefer to use LGMUSICPUB dispute resolution arrangements if a dispute arises.
4.6 The user, without contradicting to the terms and conditions of PayPal, agrees not to dispute any PayPal transaction with LGMUSICPUB unless LGMUSICPUB dispute resolution arrangements fail to address the legitimate claims of the client.
4.7 The client is advised for his/her own benefits to understand all aspects of the transactions and have an independent legal opinion before making a final decision to subscribe to the Services. LGMUSICPUB owns no liability if you omit to read the TOS.
5. General Terms
5.1 LGMUSICPUB reserves the right to revise, amend, change, alter, replace, withdraw and declare not-applicable any of the provisions of the TOS without serving a prior notice. Such revision, amendment, change, alteration, replacement, withdrawal or inapplicability shall come into force soon after it is posted on the TOS page.
5.2 LGMUSICPUB reserve the right to terminate, amend, modify or make unavailable any of part or feature of the Services without notice. The user who has made the payment for the Services is entitled to demand the Service as prescribed at the time of the order.
5.3 LGMUSICPUB offers the Services to the users having legal qualification to enter into the contract as to the age and solvency. If you do not have such qualification, LGMUSICPUB hereby advised you not to use the Services. LGMUSICPUB disclaims all the liabilities whatsoever.
5.4 The user is prohibited to use LGMUSICPUB in a manner that can cause damage, disable, impair or overburden it or interfere with the use of any other user of LGMUSICPUB.
5.5 The user is forbidden hereby to employ any robot, spider, any automatic device or manual process or means to access LGMUSICPUB.com for any purpose, including but not limited to copying or monitoring any of the material on LGMUSICPUB.com without prior consent of LGMUSICPUB.
5.6 The user is prohibited to use any device or software that interfere with or obstruct proper functioning of lgmusicpub.com.
5.7 The user is not allowed to introduce any malicious or harmful material into LGMUSICPUB.com.
5.8 The user expressly prohibited to maneuver to obtain an unauthorized access to, interfere with, damage, or disrupt any part of the Services, LGMUSICPUB.com, its host server or any affiliated database, computer or server.
5.9 Subject to any additional or separate written agreement, the TOS constitutes the entire agreement between LGMUSICPUB and you with respect to the Services.
5.10 The headings, subheadings and numbers in the TOS are for convenience of the reader and reference only, and they do not aim to limit, construe, define, or determine the scope of the provisions herein contained.
5.11 If LGMUSICPUB fails to enforce any right available at the TOS, any additional agreement or any law for the time being in force, it shall neither imply that LGMUSICPUB waives the right nor deprive its entitlement to enforce such right subsequently.
5.12 LGMUSICPUB may assign any right arising from the TOS to any person or entity. The user agrees not to assign the right available at the TOS to any person or entity.
6. Governing Law, Jurisdiction and Service of Notice
6.1 All disputes arising from the TOS shall be resolved by an independent arbitration.
6.2 In case, the arbitration fails to resolve the dispute, the matter may be brought before the court having competent jurisdiction in Atlanta.
6.3 The user expressly agrees that the TOS shall be governed by the relevant laws for the time being in force in the State of Georgia, US.
6.4 The courts having competent jurisdiction in Atlanta shall have exclusive jurisdiction to hear the disputes arising from the TOS.
6.5 All the notices or correspondence required to be made hereby or by the relevant law for the time being in force shall be presumed to be delivered if sent to the official email of LGMUSICPUB or any authentic postage service.
6.6 In case the communication is made through postage service, the communication shall be presumed to be complete after five (5) business days of the posting.
7. Copyrights and Intellectual Property Rights:
7.1 LGMUSICPUB strictly adheres to non-infringement of copyrights, and believes it has not violated any rights belonging to any other party during the course of its business and provision of the Services. In case any person or entity has a proof of the infringement of these rights by LGMUSICPUB, he/she/it shall serve the notice on us.
8. Intellectual Property Rights
8.1 All the material contained in LGMUSICPUB.com, including, without limitation, the content, software, images, drawings and design, is the sole property of LGMUSICPUB and is protected by the copyright protection laws for the time being in force in the United States and by the relevant International Treaties. No user is allowed to copy, reproduce, distribute, reprint, host or use in any other manner without the written approval of LGMUSICPUB.
8.2 In the event of infringement of our rights, we shall take strict legal action, and shall also claim compensation.
8.3 LGMUSICPUB reserves the rights not hereby claimed.
9.1 The user hereby agrees to indemnify and hold LGMUSICPUB, its directors, affiliates, agents, employees and staff harmless from any claim, legal action, demand or damages made by any third party arising out or linking to the user’s enjoyment of the Services, or violation of the TOS committed an act of omission or commission of the user or infringement of rights of third party arising out of any contract with such third party.
10.1 THE SERVICES AND MATERIAL OFFERED BY LGMUSICPUB, INCLUDING, WITHOUT LIMITATION, THE TEXT, IMAGES, GRAPHICS, SOFTWARE, TOOLS AND BUSINESS STRATEGIES ARE MADE AVAILABE ON AN ‘AS IS’ BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTY. TO THE EXTENT PERMITTED BY THE LAW FOR THE TIME BEING IN FORCE IN THE UNITED STATES, LGMUSICPUB DISCLAIMS, HEREBY, ALL REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES THAT THE SERVICES HAVE NO VIRUS OR HAVE MERCHANTABILITY OR ARE CONTINUOUS OR ARE FIT FOR A PARTICULAR PURPOSE; LGMUSICPUB DOES NOT REPRESENT OR WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS OR ERRORLESSNESS OF THE SERVICES.
10.2 Force Majeure: LGMUSICPUB is a professional business entity and adheres to the commitments and promises it has made with the clients. There are events that may make LGMUSICPUB to unable to provide the Services such as an act of God, natural disaster, lock-outs, fire, floods, strikes, labor troubles, riots, war, insurrection or any cause beyond the reasonable control of LGMUSICPUB. In such situations, neither LGMUSICPUB nor the client shall be held liable for the breach of any provision of the TOS or delay of the Services. The Services may be suspended until the existence of such situations. In case, the situation continues to exist for a continuous period of thirty (30) days, the TOS shall be terminated between the user who has paid to LGMUSICPUB for the Services and receives no part of the Services, and no refund compensation shall be provided.
10.3 Extent of Liability: Unless provided otherwise in the TOS or any other additional or separate agreement, the aggregate liability of LGMUSICPUB with respect to the Services for all claims shall not be in excess of the original price of the Services the user has paid to LGMUSICPUB for the job from which the dispute, claim or demand has arisen.
10.4 LGMUSICPUB hereby warrants that the Services do not violate the terms and conditions of any social media network including but not limited to Facebook, Instagram, YouTube and Twitter.
10.5 All errors and omissions excepted.
11.1 In case, any provision of the TOS is found to be unenforceable, void or invalid in any given circumstances, it shall be severed from the TOS, and the remaining terms will be enforceable and valid without any effect.
12. Confidential Information:
12.1 Parties agree not to disclose the confidential information of each other without written permission of the concerned party unless required by competent governmental authorities. Such confidential information includes, without limitation, the business secrets and strategies and identifiable information of the clients.
13.1 For all communication relating to the operation of the TOS the following email addresses shall be used: contact@ LGMUSICPUB.com.