NON-EXCLUSIVE LICENSE AGREEMENT FOR INTERNET USAGE OF SOUND RECORDINGS
Please read this License Agreement (the “Agreement”) carefully before indicating your agreement to its terms and conditions, by electronically registering to the SongStax website, as a Licensor of any sound recordings that you upload to the SONGSTAX web site. This Agreement is between you, the owner (hereinafter “Licensor”) of the songs you upload, and SSTM, Inc. a corporation organized and existing under the laws of New York, and having an office at 38 Union Place, Islip, NY 11751 (Licensee), and is effective as of the day the Licensor electronically signs up to the SongStax website and checks the box that indicates acceptance of the terms and conditions, and then clicking on REGISTER.
1. Warranties & Representations.
a) Licensor warrants and represents that Licensor is the owner and author of valid United States copyrights in any and all musical compositions and sound recordings submitted/uploaded to Licensee for use under this Agreement, and that the musical compositions and sound recordings are original with the Licensor and are not copied in whole or in part from any other work without permission. A current list of the sound recordings you have uploaded and provided to Licensee for use will be maintained in your online account. Licensor warrants and represents that Licensor has the right to allow Licensee to use the sound recordings (referred to hereinafter as “Licensor’s sound recordings”) in the manner specified in this Agreement. Licensor further warrants and represents that Licensor has the right to grant the license and all rights covered in this Agreement.
b) Licensee does not warrant or guarantee any profits to the Licensor as a condition of this Agreement. Such profits are determined in accordance with purchases by Users of limited access and/or of digital downloads of Licensor’s sound recordings through Licensee’s web-hosted gaming platform, referred to as SONGSTAX, as provided herein. Licensee is not liable for any profits, or potential profits, lost to Licensor as a result of any interruption in service and/or loss of User access to Licensee’s website.
2. Scope of Grant. Licensor grants to Licensee the nonexclusive, irrevocable right, privilege and license, to use Licensor’s sound recordings in connection with Licensee’s website to: distribute copies by digital download (see 2a) below); and to publicly perform the sound recordings by means of a digital transmission (see 2b) below). Under the Terms of Compensation to Licensor provided herein, Licensor agrees to make available to Licensee’s Users via various links on Licensee’s website:
a) downloaded digital reproductions of Licensor’s sound recordings for a price determined by Licensee; and
b) unlimited interactive streaming of Licensor’s sound recordings according to the terms dictating User’s access thereto, as set by the Licensee.
No ownership rights to any of the afore-mentioned musical compositions or Licensor’s sound recordings are transferred by Licensor to Licensee or to any of Licensee’s users by virtue of this Agreement.
3. Licensee’s Conditions for User Access to Streaming Rights.
a) Licensee’s website offers a gaming and social media platform, referred to as SONGSTAX, through which its Users, inter alia, can purchase virtual so-called “shares” in the songs hosted on its website from SONGSTAX, and where the cost of shares fluctuates over time based on various conditions. Users’ virtual shares may also be available for repurchase by SONGSTAX at certain periods of time. Purchase of one or more “shares” allows a User access to a link to interactively stream the song for as long as the User holds on to at least one share. “Shares” referred to herein are virtual shares having meaning only within the SONGSTAX platform and convey no ownership rights to the consumers or to SONGSTAX.
b) SONGSTAX “Profits” during a set period of time are determined based on the net revenue to SONGSTAX accrued from the sale of shares to Users and repurchases of shares by SONGSTAX of the hosted songs during that time period. The determination of Profits that accrue is subject to the following:
Profits are determined as to a particular recording only upon expiration of a buyback period; during the buyback period, a User may sell his/her share(s) in the recording back to SONGSTAX. The User cannot sell his/her share(s) back to SONGSTAX after the buyback period. The buyback period may differ for each offering of the share(s) in the recording but will generally not exceed 120 days.
4. Terms of Compensation to Licensor. In exchange for the rights granted in this Agreement by Licensor, Licensee shall pay compensation to Licensor as follows.
a) Licensor shall be paid 70% of the total Profits, as described in paragraph 4b), derived from the sale of any SONGSTAX shares through which Licensee’s Users gain interactive streaming rights to Licensor’s sound recordings.
b) Licensor shall also be paid 70% of the net revenue derived from downloads of Licensor’s sound recordings from Licensee’s website.
c) Payments to Licensor based on 5a) and 5b) shall be disbursed by Licensee on a quarterly basis, within 30 days after the end of each quarter. The first quarter of each year shall begin on January 1st. In the event of a net zero or net negative revenue related to downloads and/or interactive streaming of Licensor’s sound recordings, no disbursement will be made.
e) The failure of Licensor to receive a disbursement because Licensee has not yet achieved a positive net revenue shall not be grounds to terminate or revoke the rights granted by Licensor to Licensee in this Agreement.
5. Licensor’s sound recordings. Licensor affirms and agrees that the terms and conditions of this Agreement apply to every one of Licensor’s sound recording that the Licensor uploads to the SONGSTAX website. The Licensor may delete one or more sound recording from its account, after uploading, subject to approval by the Licensee, if such request is made in writing within thirty (30) days of uploading, and after 30 days, at the discretion of the Licensee.
6. Revocation of License under the Agreement. In the event that Licensor revokes the rights under this Agreement to any one of Licensor’s sound recordings for any reason, without approval of Licensee, Licensor is responsible for compensating Users in full for their purchased shares in said Licensor’s sound recordings.
7. Termination of License.
a) Either party may terminate this Agreement upon thirty (30) days written notice to the other party. Upon termination, Licensee shall compensate the Licensor for any profits accrued under Paragraph 4(b) up to the date of receipt of the written notice in accordance with the Terms of Compensation provided in Paragraph 5.
b) In the event the SONGSTAX website is permanently shut down, such shut down shall terminate this Agreement. Licensee shall compensate the Licensor for any profits accrued under Paragraph 4(b) up to the date of the shutdown, minus any costs associated with the shut down and with the Licensor’s sound recordings (such as having to compensate Users for outstanding shares after the date of shut down).
8. Indemnification. Licensor indemnifies and shall hold Licensee harmless from all loss, damage or expense (including legal expenses and attorney’s fees) arising out of, or connected with any claim by a third party which is inconsistent with any of Licensor’s promises or warranties in this Agreement, or by reason of any adjudication invalidating the copyright in the sound recordings or in the musical compositions.
9. Assignment of the Agreement. Licensee may assign this Agreement without the written consent of the Licensor. The execution of this Agreement by Licensee shall constitute and is accepted by Licensor as full compliance with all obligations of Licensee to Licensor, statutory and otherwise, which arise from or are connected with Licensee’s use of the sound recordings and as stated in this Agreement.
10. Severability. The terms of this Agreement are severable such that if any term or provision is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of the provisions shall continue to be valid and enforceable.
11. Choice of Law. This Agreement shall be construed and interpreted according to the laws of the State of New York and shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives.
12. Miscellaneous. Licensor acknowledges and understands by execution of this Agreement that Licensor has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement.
By electronically signing up to the SongStax website and checking the box that indicates acceptance of the terms and conditions, and then clicking on REGISTER, Licensor indicates acknowledgement and acceptance of all terms herein, and to bind the Licensor to all terms of this Agreement.
User Agreement - Terms and Conditions
Last updated: July 27, 2017
Please read this User Agreement - Terms and Conditions (referred to herein interchangeably as “the Agreement” and "these Terms") in its entirety before accepting its terms and becoming a User of the Songstax application and platform (the "Service") operated by SSTM, Inc. ("us", "we", or "our").
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access or use the Service.
The terms “song” and “sound recording” are used interchangeably to refer to any digital sound recording.
SongStax™ is not an official stock exchange of any kind, rather it is a virtual marketplace where limited streaming rights to songs are exchanged at different prices. Buying “shares” of songs on SongStax does not grant you the ownership rights to that piece of music nor does it provide you with dividends made by the song outside of the SongStax website. The value of the shares exists only within SongStax depending on current trading price and/or demand of other users buying that song. Before all originally issued shares of a song are sold, shares bought by users on SongStax can be sold back to SongStax within 60 to 90 days (number of days sellbacks are allowed ranges between 60 and 90 and is randomly determined upon purchase of shares) of original sale date for 70% (percentage amount subject to change) of that song’s current share trading price on SongStax. Once all existing shares of a given song are sold, then shares can be sold on the “SongStax Open Market™” to other users for any price the seller decides. SongStax will charge a small exchange fee (percentage amount subject to change) to the seller for access to trading within the SongStax Open Market. The amount of shares issued per song is subject to change based on user activity on SongStax. Remember, the main point of SongStax is to have fun, discover new music, support artists, and make a profit on successful songs!
Purchases and “Ownership”
Users are given the option to purchase digital downloads as well as to purchase virtual shares (referred to simply as “shares”) of sound recordings via the Service. “Ownership” of shares as used herein does not confer actual ownership of any rights to the Artists’ songs, but is “virtual” ownership existing only for the purposes of, and within the context of, the Service, i.e., the Songstax platform. Purchase of (virtual) shares via the Service only provides the right to trade the songs via the Service and to stream them.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons, including suspicion of fraud or of unauthorized or illegal transactions.
Availability, Errors and Inaccuracies
We reserve the right to change or update information and to correct errors, inaccuracies, or omissions related to the Service at any time without prior notice.
Songstax, the Service, provides a Social Media platform for Users and Artists as well as a digital music sharing and gaming platform. Accordingly, information supplied and accessible via our Service includes Content entered by other Users and from Artists, not entered by SSTM, Inc. We do not verify the accuracy of Content entered by Users and Artists.
If the Service becomes unavailable for any period of time, we assume no liability for any losses incurred by the User as a result of the period of unavailability.
User Membership and Payments
You may cancel your membership at any time either through your online Profile page or by contacting SSTM, Inc. customer support team at firstname.lastname@example.org.
A valid payment method, including credit card or PayPal, is required to process payments for your orders. You shall provide SSTM, Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. Certain information may be maintained in our records for future purchases. By submitting such payment information, you automatically authorize SSTM, Inc. to charge the fees incurred through your account to any such payment instruments.
SSTM, Inc., in its sole discretion and at any time, may modify the fees for any of its products, including the costs of digital downloads of any song, or the sale price of shares of any song.
While a predetermined number of shares in a song may be made available for sale at a particular time, the total number of shares sold and the pricing schedule are not guaranteed and are subject to change at any time, without warning.
Except when required by law, any fees paid are non-refundable.
No refunds are guaranteed for any outstanding shares in the event of termination of your Account for any reason, or in the event that the Service ceases to be available or is shut down for any reason.
No refund is provided to the User if a song/sound recording for which the User has purchased shares is removed from the Service due to wrong-doing on the part of the Artist, for example, due to copyright infringement or fraud. However, the User may receive at least a partial refund in the event SSTM, Inc. is able to recover their investments from the Artist.
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post on or through the Service, including its legality, reliability, and appropriateness.
By posting Content on or through the Service, You represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing, or potentially infringing, a copyright.
You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. However, by posting Content using the Service you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You agree that this license includes the right for us to make your Content available to other users of the Service, who may also use your Content subject to these Terms.
SSTM, Inc. has the right but not the obligation to monitor and edit all Content provided by users.
In addition, Content found on or through this Service are the property of SSTM, Inc. or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said Content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion.
We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on the Service infringes on the copyright or other intellectual property rights ("Infringement") of any person or entity.
If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to email@example.com, with the subject line: "Copyright Infringement" and include in your claim a detailed description of the alleged Infringement as detailed below, under "DMCA Notice and Procedure for Copyright Infringement Claims"
You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through the Service on your copyright.
DMCA Notice and Procedure for Copyright Infringement Claims
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
You can contact our Copyright Agent via email at firstname.lastname@example.org
Intellectual Property The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of SSTM, Inc. and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of SSTM, Inc.
We may terminate or suspend your Account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. Such reasons may include, without limitation, illegal or inappropriate Content posted by you, or Content posted that is unrelated to the intended use of the Service.
If you wish to terminate your account, i.e., cancel your membership, you may do so at any time either through your online Profile page or by contacting SSTM, Inc. customer support team at email@example.com. You understand that even upon termination and deletion of your online Profile page, some content that was previously posted by you and made public may still be maintained and visible on the Service and that you are responsible for the Content that you publicly post.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless SSTM, Inc. and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password; b) a breach of these Terms, or c) Content posted on the Service.
Limitation Of Liability
In no event shall SSTM, Inc., nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
SSTM, Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
These Terms shall be governed and construed in accordance with the laws of New York, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org.
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