Terms for Recording Artists
Please read the following terms and conditions carefully. These terms and conditions, as well as
the copyright policy (the “Copyright Policy”), the Social Platforms Terms of Service (if
applicable), and the privacy policy (the “Privacy Policy”) (incorporated herein by this reference
and collectively referred to as the “Terms of Service”), govern your access to and use of the
Worldentertainmentresourcecompany.com website (the “Site”), including the use of any content,
information, products and/or services (the “Services”) therein.
This is a legal agreement between you and World Entertainment Resource Company.
(“Company”). Company reserves the sole right at any time to modify, discontinue or terminate
the Site and Services, or modify the Terms of Service without notice. It is your responsibility to
check these Terms of Service periodically for changes. By continuing to use or access the Site
and/or Services after Company makes and posts any such 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 Company’s express written consent.
YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY COMPANY THROUGH THE
SITE OR WITH RESPECT TO YOUR TUNECORE 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.
1. 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.,
Apple Music, 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, reproduce, communicate to the public, 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 not to engage in (or to permit, encourage, enlist, retain, or employ third parties to
engage in), activities that, in Company’s sole discretion, constitute Streaming Manipulation.
I. “Streaming Manipulation” means any activity and/or method which involves the artificial
creation, by human or non-human means, of online or offline plays on audio and/or audio-visual
streaming services, where such plays do not represent bona fide end-user listening and/or views
initiated by genuine consumers and taking place in the reporting country. Streaming
Manipulation may involve or include, but is not limited to, increasing, generating or manipulating
play counts, sales, follow counts, engagement activity, or other key metrics used by the Services
and/or any Consumer Store, through the use of (A) bots, scripts, viruses, worms or any other
computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms,
inauthentic accounts, shared account information, or virtual private networks. Streaming
Manipulation can be the result of activities undertaken with respect to either individual or
groups of Recordings in order to artificially improve chart positioning, increase market share,
increase royalty or other payments, or for any other fraudulent or dishonest purposes.
II. You should be aware that Streaming Manipulation may be the result of the actions of a third
party, such as a promotion or marketing company, record label or music distributor, acting on
behalf of an artist or on its own behalf. You are encouraged to investigate and vet any
companies or individuals you may enlist, retain, or employ to promote or market your music, as
you may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the
avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that
relates to your Recordings is a violation of these Terms of Service.
III. The factors used to determine whether any particular consumption or marketing activity is
Streaming Manipulation will vary according to the specific circumstances of each case and the
examples and descriptions of Streaming Manipulation set forth herein are not intended to be
exhaustive.
IV. Certain Consumer Stores that use your Recordings may also have policies related to fraud
and suspected fraudulent activities and you agree that it is your responsibility to become aware
of and follow such policies, and such policies shall be binding upon you hereunder.
(e) In the event that Company has, in its good faith discretion, reason to suspect that your
account or Recordings have been subjected to, involved in, or generated revenue from: violating
the Terms of Service; fraud; infringement of copyright, trademark, right of publicity or any other
intellectual property right; failure to comply with any third-party license requirement; or
Streaming Manipulation (collectively, “Improper Conduct”), Company reserves the right to (i)
discontinue the posting of income, including any Net Income or other payments to your account,
(ii) block your ability to otherwise withdraw funds therefrom until resolution of the suspect
activities to the satisfaction of Company is obtained, and (iii) remove any or all of your
Recordings from any or all Consumer Stores. You further agree that such revenues will be
forfeited by you if Company determines, in its good faith discretion, that your account or
Recordings have been subjected to, involved in, or generated revenue from Improper Conduct.
(f) You further agree to the following:
I. You agree to provide Company with any information reasonably requested by the Company as
part of its investigation into Improper Conduct.
II. You agree that if a Consumer Store notifies Company that any of your Recordings have
generated revenue, plays, or streams as a result of Improper Conduct, such notice will serve as
sufficient evidence for Company to determine, in its good faith discretion, that such revenues or
plays are the result of Improper Conduct.
III. Upon Company’s determination that your account or Recordings have been subjected to,
involved in, or generated revenue from Improper Conduct, you agree that all revenue in your
account that has been frozen by Company is forfeited, regardless of whether it was generated
from any specific Recording(s) or Consumer Store.
IV. You agree that Company’s good faith determination of Improper Conduct can be based on
streaming or other activity that is the same or similar to cases that the Company has previously
determined involved Improper Conduct.
V. The payment of revenues to you by Company does not constitute Company’s
acknowledgement that such revenues were not the result of Improper Conduct.
VI. Company has no duty to investigate Improper Conduct unless and until it freezes revenues in
your account.
VII. If Company determines that revenues generated to your account are the result of Improper
Conduct, and such revenues have already been paid out to you, you agree to return such
revenues to Company.
VIII. 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.
IX. To the extent that Company, in its good faith discretion, determines that any Improper
Conduct was caused by you or your affiliates’ actions or omissions or by any third party acting
on your behalf or at your direction, 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.
X. If in Company’s reasonable business judgment it elects to engage an attorney to review
potential Improper Conduct or review and/or respond to any third-party allegation of Improper
Conduct by you or associated with your account or Recordings, 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”) the cost of such engagement, but at a minimum Three Hundred Dollars ($300), to
offset the costs of associated legal fees and expenses.
(g) Company shall have the right, but not the obligation, to review and/or monitor any activity
and content uploaded by you. Company may investigate any complaints or any reported
violation of its policies and may take any action that it deems appropriate. Such action may
include, but is not limited to, issuing warnings, suspension or termination of service, denying
access and/or removal of any materials you may have uploaded. You agree that Company
reserves the right and may terminate your account in its sole discretion for any reason and at
any time, including if, in Company’s good faith discretion, you are believed to have engaged in
Improper Conduct.
(h) The Social Platforms Terms of Service shall apply to you in the event you opt to distribute
your Recordings via “Social Platforms” (as such term is defined in the Social Platforms Terms of
Service).
2. RECORDINGS.
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, provided that Company reserves the right to convert audio files of
the Recordings as necessary to meet the format and/or file size requirements of all Consumer
Stores. In addition, Company will have the right to correct metadata errors to meet Consumer
Store requirements. Company undertakes to provide your Recordings to Consumer Stores as
quickly as possible, with timelines ranging from a few hours, to a few days to several weeks in
order for the particular Consumer Stores to ingest and make your Recordings available to
customers. In addition, 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.
3. PAYMENTS.
(a) Company will pay you one hundred percent (100%) of Net Income (as defined in Section 3(b)
below). Net Income will be posted to your World Entertainment Resource Company account in a
timely fashion after Company’s receipt thereof. Once payment has been credited to your
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) The Net Income posted to your World Entertainment Resource Company account will be
pooled in an interest-bearing bank account with the Net Income of other World Entertainment
Resource Company customers until you withdraw such funds. You agree that you will not
receive interest or other earnings on the Net Income that Company handles as your agent and
places in such pooled account. In consideration for your use of the 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.
(e) In connection with your decision to use the World Entertainment Resource Company
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.
(f) To the extent that you elect to use certain Recordings from your World Entertainment
Resource Company 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.
4. THIRD PARTY OBLIGATIONS.
(a) You shall be solely responsible for securing and paying for digital phonorecord delivery,
mechanical, public performance and any other licenses (as applicable) required from musical
composition copyright owners or their agents in connection with Company’s exploitation of
rights hereunder, as well as royalties due to artists, producers and other persons who performed
in the making of the Recordings and all payments that may be required under collective
bargaining agreements or pursuant to any statutory schemes.
(b) For digital download 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 World
Entertainment Resource Company catalog to distribute free to fans or directly through your own
website, you agree that you will be solely responsible for any of the above referenced third party
payment obligations resulting from such deliveries.
5. WARRANTIES; REPRESENTATIONS; INDEMNITIES.
(a) You warrant and represent that you are at least eighteen (18) years of age, you have the full
right, power 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.
6. SUBSCRIPTION FEES.
In consideration of the services rendered hereunder, all Recordings submitted by you and
distributed by Company to the Consumer Stores require that you purchase a recurring fee-based
subscription via a Payment Method. Such fees cover Company’s administrative expenses,
distribution and artist support services, and on-going manual maintenance of your Recordings
with Consumer Stores to meet their technical requirements and specifications and the
performance of such work by Company represents a principal and indivisible part of the
Services. These fees may be amended from time to time by Company without notice to you. You
expressly agree that Company is authorized to deduct your recurring subscription fees, any
applicable tax and other charges you may incur in connection with your use of the Services
directly from your World Entertainment Resource Company account (i.e., your share of Net
Income) or charge such fees to any Payment Method you provide to Company. You are solely
responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your
World Entertainment Resource Company account by you or anyone else using your account. If
you notify Company in writing that you are terminating your subscription for one or more of your
Recordings, no further subscription fees will be charged to your TuneCore account or Payment
Method for those Recordings and all terminated Recordings will be removed from their
respective Consumer Stores. You will not be entitled to reimbursement of any pre-paid fees with
respect to any terminated Recordings. If for any reason you fail to make a payment or a payment
is reversed hereunder via the Payment Method or any other method after agreeing to these
Terms of Service, Company will be entitled to recoup, at its sole discretion, the subscription fee,
by any means necessary, including the right to keep your account active and collect any
resulting royalties until the subscription fee is fully recouped. It is your responsibility to notify
Company if your Payment Method has changed by making the appropriate changes to your
World Entertainment Resource Company account settings. If you do not provide a valid Payment
Method your service may be disconnected or interrupted at Company’s sole discretion.
7. TERM.
The Terms of Service shall apply at all times while you utilize the Site or the Services.
8. CONFIDENTIALITY.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.
9. OTHER AGREEMENTS.
You acknowledge that in providing the Services and payments hereunder, Company will be
required to enter into certain agreements with various Consumer Stores. The selection of these
Consumer Stores shall be within the sole discretion of Company. You agree that the Terms of
Service shall be subject to any applicable terms and conditions of such other agreements that
Company enters into with respect to such Consumer Stores. You expressly acknowledge that
certain Consumer Stores may, with respect to audiovisual recordings, require that your
audiovisual recordings be made available on their websites at certain times and in certain
formats relative to the availability of such materials elsewhere in the marketplace. To the extent
that such requirements are not met, the individual Consumer Stores may have the right to
discontinue the availability of said audiovisual recordings in their store(s). Company will, upon
your written request, provide you with the current specifics of such requirements.
10. BAR CODES AND UNIVERSAL PRODUCT CODES.
Company will provide you with a bar codes and universal product codes (“UPCs”)for a small fee
of $15.00. 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.
11. MISCELLANEOUS.
(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 World Entertainment Resource
Company 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 Louisiana 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 Louisiana 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 info@wentco.tv 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.
(f) You acknowledge that you have read and understand Company’s Privacy Policy as more fully
described on the Site, and by using the Services and the Site you have expressly accepted the
terms and conditions set forth in such Privacy Policy, as same may be amended from time to
time.
(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.
the copyright policy (the “Copyright Policy”), the Social Platforms Terms of Service (if
applicable), and the privacy policy (the “Privacy Policy”) (incorporated herein by this reference
and collectively referred to as the “Terms of Service”), govern your access to and use of the
Worldentertainmentresourcecompany.com website (the “Site”), including the use of any content,
information, products and/or services (the “Services”) therein.
This is a legal agreement between you and World Entertainment Resource Company.
(“Company”). Company reserves the sole right at any time to modify, discontinue or terminate
the Site and Services, or modify the Terms of Service without notice. It is your responsibility to
check these Terms of Service periodically for changes. By continuing to use or access the Site
and/or Services after Company makes and posts any such 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 Company’s express written consent.
YOU UNDERSTAND THAT BY USING THE SERVICES OFFERED BY COMPANY THROUGH THE
SITE OR WITH RESPECT TO YOUR TUNECORE 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.
1. 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.,
Apple Music, 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, reproduce, communicate to the public, 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 not to engage in (or to permit, encourage, enlist, retain, or employ third parties to
engage in), activities that, in Company’s sole discretion, constitute Streaming Manipulation.
I. “Streaming Manipulation” means any activity and/or method which involves the artificial
creation, by human or non-human means, of online or offline plays on audio and/or audio-visual
streaming services, where such plays do not represent bona fide end-user listening and/or views
initiated by genuine consumers and taking place in the reporting country. Streaming
Manipulation may involve or include, but is not limited to, increasing, generating or manipulating
play counts, sales, follow counts, engagement activity, or other key metrics used by the Services
and/or any Consumer Store, through the use of (A) bots, scripts, viruses, worms or any other
computer codes, files, programs or automated processes; and/or (B) click-farms, troll-farms,
inauthentic accounts, shared account information, or virtual private networks. Streaming
Manipulation can be the result of activities undertaken with respect to either individual or
groups of Recordings in order to artificially improve chart positioning, increase market share,
increase royalty or other payments, or for any other fraudulent or dishonest purposes.
II. You should be aware that Streaming Manipulation may be the result of the actions of a third
party, such as a promotion or marketing company, record label or music distributor, acting on
behalf of an artist or on its own behalf. You are encouraged to investigate and vet any
companies or individuals you may enlist, retain, or employ to promote or market your music, as
you may be liable for Streaming Manipulation perpetrated by a third party on your behalf. For the
avoidance of doubt, any Streaming Manipulation done by a third party on your behalf or that
relates to your Recordings is a violation of these Terms of Service.
III. The factors used to determine whether any particular consumption or marketing activity is
Streaming Manipulation will vary according to the specific circumstances of each case and the
examples and descriptions of Streaming Manipulation set forth herein are not intended to be
exhaustive.
IV. Certain Consumer Stores that use your Recordings may also have policies related to fraud
and suspected fraudulent activities and you agree that it is your responsibility to become aware
of and follow such policies, and such policies shall be binding upon you hereunder.
(e) In the event that Company has, in its good faith discretion, reason to suspect that your
account or Recordings have been subjected to, involved in, or generated revenue from: violating
the Terms of Service; fraud; infringement of copyright, trademark, right of publicity or any other
intellectual property right; failure to comply with any third-party license requirement; or
Streaming Manipulation (collectively, “Improper Conduct”), Company reserves the right to (i)
discontinue the posting of income, including any Net Income or other payments to your account,
(ii) block your ability to otherwise withdraw funds therefrom until resolution of the suspect
activities to the satisfaction of Company is obtained, and (iii) remove any or all of your
Recordings from any or all Consumer Stores. You further agree that such revenues will be
forfeited by you if Company determines, in its good faith discretion, that your account or
Recordings have been subjected to, involved in, or generated revenue from Improper Conduct.
(f) You further agree to the following:
I. You agree to provide Company with any information reasonably requested by the Company as
part of its investigation into Improper Conduct.
II. You agree that if a Consumer Store notifies Company that any of your Recordings have
generated revenue, plays, or streams as a result of Improper Conduct, such notice will serve as
sufficient evidence for Company to determine, in its good faith discretion, that such revenues or
plays are the result of Improper Conduct.
III. Upon Company’s determination that your account or Recordings have been subjected to,
involved in, or generated revenue from Improper Conduct, you agree that all revenue in your
account that has been frozen by Company is forfeited, regardless of whether it was generated
from any specific Recording(s) or Consumer Store.
IV. You agree that Company’s good faith determination of Improper Conduct can be based on
streaming or other activity that is the same or similar to cases that the Company has previously
determined involved Improper Conduct.
V. The payment of revenues to you by Company does not constitute Company’s
acknowledgement that such revenues were not the result of Improper Conduct.
VI. Company has no duty to investigate Improper Conduct unless and until it freezes revenues in
your account.
VII. If Company determines that revenues generated to your account are the result of Improper
Conduct, and such revenues have already been paid out to you, you agree to return such
revenues to Company.
VIII. 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.
IX. To the extent that Company, in its good faith discretion, determines that any Improper
Conduct was caused by you or your affiliates’ actions or omissions or by any third party acting
on your behalf or at your direction, 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.
X. If in Company’s reasonable business judgment it elects to engage an attorney to review
potential Improper Conduct or review and/or respond to any third-party allegation of Improper
Conduct by you or associated with your account or Recordings, 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”) the cost of such engagement, but at a minimum Three Hundred Dollars ($300), to
offset the costs of associated legal fees and expenses.
(g) Company shall have the right, but not the obligation, to review and/or monitor any activity
and content uploaded by you. Company may investigate any complaints or any reported
violation of its policies and may take any action that it deems appropriate. Such action may
include, but is not limited to, issuing warnings, suspension or termination of service, denying
access and/or removal of any materials you may have uploaded. You agree that Company
reserves the right and may terminate your account in its sole discretion for any reason and at
any time, including if, in Company’s good faith discretion, you are believed to have engaged in
Improper Conduct.
(h) The Social Platforms Terms of Service shall apply to you in the event you opt to distribute
your Recordings via “Social Platforms” (as such term is defined in the Social Platforms Terms of
Service).
2. RECORDINGS.
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, provided that Company reserves the right to convert audio files of
the Recordings as necessary to meet the format and/or file size requirements of all Consumer
Stores. In addition, Company will have the right to correct metadata errors to meet Consumer
Store requirements. Company undertakes to provide your Recordings to Consumer Stores as
quickly as possible, with timelines ranging from a few hours, to a few days to several weeks in
order for the particular Consumer Stores to ingest and make your Recordings available to
customers. In addition, 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.
3. PAYMENTS.
(a) Company will pay you one hundred percent (100%) of Net Income (as defined in Section 3(b)
below). Net Income will be posted to your World Entertainment Resource Company account in a
timely fashion after Company’s receipt thereof. Once payment has been credited to your
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) The Net Income posted to your World Entertainment Resource Company account will be
pooled in an interest-bearing bank account with the Net Income of other World Entertainment
Resource Company customers until you withdraw such funds. You agree that you will not
receive interest or other earnings on the Net Income that Company handles as your agent and
places in such pooled account. In consideration for your use of the 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.
(e) In connection with your decision to use the World Entertainment Resource Company
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.
(f) To the extent that you elect to use certain Recordings from your World Entertainment
Resource Company 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.
4. THIRD PARTY OBLIGATIONS.
(a) You shall be solely responsible for securing and paying for digital phonorecord delivery,
mechanical, public performance and any other licenses (as applicable) required from musical
composition copyright owners or their agents in connection with Company’s exploitation of
rights hereunder, as well as royalties due to artists, producers and other persons who performed
in the making of the Recordings and all payments that may be required under collective
bargaining agreements or pursuant to any statutory schemes.
(b) For digital download 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 World
Entertainment Resource Company catalog to distribute free to fans or directly through your own
website, you agree that you will be solely responsible for any of the above referenced third party
payment obligations resulting from such deliveries.
5. WARRANTIES; REPRESENTATIONS; INDEMNITIES.
(a) You warrant and represent that you are at least eighteen (18) years of age, you have the full
right, power 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.
6. SUBSCRIPTION FEES.
In consideration of the services rendered hereunder, all Recordings submitted by you and
distributed by Company to the Consumer Stores require that you purchase a recurring fee-based
subscription via a Payment Method. Such fees cover Company’s administrative expenses,
distribution and artist support services, and on-going manual maintenance of your Recordings
with Consumer Stores to meet their technical requirements and specifications and the
performance of such work by Company represents a principal and indivisible part of the
Services. These fees may be amended from time to time by Company without notice to you. You
expressly agree that Company is authorized to deduct your recurring subscription fees, any
applicable tax and other charges you may incur in connection with your use of the Services
directly from your World Entertainment Resource Company account (i.e., your share of Net
Income) or charge such fees to any Payment Method you provide to Company. You are solely
responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your
World Entertainment Resource Company account by you or anyone else using your account. If
you notify Company in writing that you are terminating your subscription for one or more of your
Recordings, no further subscription fees will be charged to your TuneCore account or Payment
Method for those Recordings and all terminated Recordings will be removed from their
respective Consumer Stores. You will not be entitled to reimbursement of any pre-paid fees with
respect to any terminated Recordings. If for any reason you fail to make a payment or a payment
is reversed hereunder via the Payment Method or any other method after agreeing to these
Terms of Service, Company will be entitled to recoup, at its sole discretion, the subscription fee,
by any means necessary, including the right to keep your account active and collect any
resulting royalties until the subscription fee is fully recouped. It is your responsibility to notify
Company if your Payment Method has changed by making the appropriate changes to your
World Entertainment Resource Company account settings. If you do not provide a valid Payment
Method your service may be disconnected or interrupted at Company’s sole discretion.
7. TERM.
The Terms of Service shall apply at all times while you utilize the Site or the Services.
8. CONFIDENTIALITY.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.
9. OTHER AGREEMENTS.
You acknowledge that in providing the Services and payments hereunder, Company will be
required to enter into certain agreements with various Consumer Stores. The selection of these
Consumer Stores shall be within the sole discretion of Company. You agree that the Terms of
Service shall be subject to any applicable terms and conditions of such other agreements that
Company enters into with respect to such Consumer Stores. You expressly acknowledge that
certain Consumer Stores may, with respect to audiovisual recordings, require that your
audiovisual recordings be made available on their websites at certain times and in certain
formats relative to the availability of such materials elsewhere in the marketplace. To the extent
that such requirements are not met, the individual Consumer Stores may have the right to
discontinue the availability of said audiovisual recordings in their store(s). Company will, upon
your written request, provide you with the current specifics of such requirements.
10. BAR CODES AND UNIVERSAL PRODUCT CODES.
Company will provide you with a bar codes and universal product codes (“UPCs”)for a small fee
of $15.00. 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.
11. MISCELLANEOUS.
(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 World Entertainment Resource
Company 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 Louisiana 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 Louisiana 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 info@wentco.tv 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.
(f) You acknowledge that you have read and understand Company’s Privacy Policy as more fully
described on the Site, and by using the Services and the Site you have expressly accepted the
terms and conditions set forth in such Privacy Policy, as same may be amended from time to
time.
(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.