GRANT OF RIGHTS.
During the Term and Exploitation Period, you hereby grant to Songtrust, its successors, licensees and assigns, the sole and exclusive rights of administration, promotion and collection throughout the Territory with respect to one hundred percent (100%) of all of your right, title and interest (“Your Interest”) in and to the musical compositions you submit to Songtrust via the Site (“Compositions”), except for (i) “traditional” sync licensing, which rights are retained by you (see detail below), (ii) “micro” sync licensing, but only if you affirmatively opt-out (i.e., unless you opt-out, then you grant “micro” sync licensing rights to us), and (iii) any other Services from which you expressly opt-out as permitted via your account on the Site. Except as provided in the preceding sentence, the rights you grant to Songtrust include, without limitation, the sole and exclusive right, license, privilege and authority throughout the Territory with respect to Your Interest in and to all Compositions, whether now in existence or whether created during the Term, as follows:
You acknowledge that the term of individual licenses may extend beyond the Term and/or Territory hereof and you authorize Songtrust to enter into such licenses on your behalf.
Wherever your approval or consent is required pursuant to this agreement, the relevant use shall be deemed to have been denied in the event you fail to respond to a request within three (3) business days of the date of such request.
In consideration of the Services rendered hereunder, you shall be obligated to pay to Songtrust the fees described in the relevant Registration. When you sign up for the Service, you will be providing Songtrust with credit card information and authorization to charge your registration fee, any applicable taxes, and other charges you may incur in connection with your use of the Site and Service directly to your credit card account. If, at any time, we are unable to charge or otherwise recover the relevant fees from the credit card provided at Registration, you hereby authorize us to deduct said amounts from any monies then existing or accruing in the future to you in your Songtrust account (i.e., your share of Net Sums); otherwise, we may suspend our Services and/or terminate the Term.
Songtrust shall pay you eight five percent (85%) of “Net Sums,” which, as used herein, shall mean all monies actually received by Songtrust in the United States which are directly attributable to the exploitation of Your Interest in the Compositions, less all actual, reasonable, non-overhead costs paid or incurred by Songtrust solely in connection with the exploitation of the Compositions and the collection of income, including, without limitation, any taxes required to be deducted, and payments to licensees outside the United States, if applicable (monies received by or credited to Songtrust directly attributable to exploitation of the Compositions in the United States shall be calculated “at source”). Songtrust shall retain the remaining Net Sums for its own account as its administration fee.
In the event that Songtrust has, in its reasonable business judgment, reason to suspect that your account has been subjected to and/or involved in fraudulent activities, Songtrust reserves the right to discontinue posting of Net Sums to your account and to block your ability to otherwise withdraw funds therefrom, until satisfactory resolution and/or explanation of the suspect activities is obtained. To the extent that any fraudulent activities are determined to be caused by your or your affiliates’ actions or omissions, any costs incurred by Songtrust (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by Songtrust from any monies otherwise payable to you hereunder. Certain of Songtrust’s licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies shall be binding upon you hereunder.
While you will have daily access to your interim account information via the Site, formal accountings as to Net Sums payable by Songtrust to you hereunder shall be made by Songtrust to you on or before the first day of April for the period ending the preceding December 31st, and on or before the first day of July for the period ending March 31st, and on or before the first day of October for the period ending the preceding June 30th and on or before the first day of January for the period ending the preceding September 30th, together with payment of accrued royalties, if any, earned by you during such quarterly period. If the total Net Sums payable to you for any period do not exceed Five U.S. Dollars ($5), then we may carry payment forward to the next accounting period in which the Net Sums payable to you exceed such sum. All royalty statements and all other accounts rendered by Songtrust to you shall be binding upon you and not subject to any objection for any reason unless specific objection in writing, stating the basis thereof is given to Songtrust within one (1) year from the date rendered. Statements and payments shall be sent in accordance with the relevant instructions in the Registration. No generalized objection (such as, but not limited to, a generalized claim of over-reporting of deductions or underreporting of income or any similar generalization) shall be deemed a valid objection.
The Term and your enrollment in the Service will continue until you send a cancellation request. You may cancel the Term at any time by sending an email to email@example.com with a request to cancel along with your email address and account number, or by calling (646) 727-4307. Cancellation shall be effective at the end of the calendar quarter in which we receive such cancellation notice, subject to our post-Term Exploitation Period and collection rights and the rules and regulations of the relevant performance, licensing and other collection rights organizations. Registration fees are non-refundable once paid, however, and you are solely responsible for all charges, fees, duties, taxes, and assessments arising out of any use of your Songtrust account by you or anyone else using your account. If you fail, or Songtrust suspects that you have failed, to comply with any of the provisions of this agreement, Songtrust, at its sole discretion, without notice to you may terminate this agreement and/or your account, in which case you will remain liable for all amounts due under your account up to and including the date of termination. We may also terminate the Term if we no longer provide the Services or for any other reason. After the Term and Exploitation Period, we shall continue to have the right to collect all income payable in respect of exploitations of the Compositions that was earned during or before the Term and/or Exploitation Period. We will continue to account to you for all such income.
Songtrust reserves the right at any time to modify this agreement and to impose new or additional terms or conditions on your use of the Service. We will inform you of any proposed modifications (e.g., by e-mail or through your account page on the Site) and you may terminate the Term of this agreement if you do not wish to accept them. Otherwise, such modifications and additional terms and conditions will be deemed accepted and incorporated into this agreement.
WARRANTIES AND INDEMNIFICATION.
You hereby warrant and represent to Songtrust as follows:
Songtrust takes alleged copyright infringement seriously. If you believe that any information or material on our Site infringes upon your copyrighted work, please send our Copyright Agent an e-mail or other written notice that includes the following information: (a) an electronic or physical signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) a description of where the material that you claim is infringing is located on the Site; (d) your address, telephone number, and e-mail address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. As an accommodation to you, we may attempt to resolve any discrepancy on your behalf and with your direction and approval but we are not acquiring the right to enforce your copyrights on your behalf via any legal methods and any such actions shall be handled by you directly and at your sole cost and expense.
All copyrights in and to the Site (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by Songtrust and/or its licensors, who reserve all their rights in law and equity. THE USE OF THE SITE OR ANY PART OF THE SERVICES, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.
Our Copyright Agent for notice of claims of copyright infringement on the Site is:
Andrew Bergman, Chief Operating Officer
ST Music, LLC
485 Broadway, 3rd Floor
New York, NY, 10013
Email – [firstname.lastname@example.org]
IN NO EVENT WILL SONGTRUST BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, EVEN IF SONGTRUST IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, SONGTRUST'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO SONGTRUST FOR THE SERVICES. THE SITE, THE SERVICES AND THE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SONGTRUST CANNOT GUARANTEE AND DOES NOT PROMISE ANY REVENUE OR OTHER SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES. TO THE EXTENT THESE DISCLAIMERS AND LIMITATIONS ARE LIMITED BY APPLICABLE LAW, THEY SHALL OTHERWISE APPLY TO THE FULLEST EXTENT OF SUCH LAW.
You acknowledge that any exploitation of the Compositions is speculative and that Songtrust cannot guarantee that the Compositions will be exploited at all or that any Net Sums will be generated or earned hereunder. You waive all claims and warrant, represent and agree that you will not make any claim, nor will any liability be imposed upon Songtrust based upon a claim, that more Net Sums could have been generated or better business achieved than that which was actually generated or achieved by Songtrust and/or its licensees.
Songtrust does not guarantee, represent, or warrant that your use of the Site or Services will be uninterrupted or error-free, and you agree that from time to time Songtrust may suspend the Site and Services for indefinite periods of time for technical maintenance or upgrade or otherwise, or may cancel the service at any time, without notice to you. The functions and features of the Site and Service are subject to change without notice.
Your use of the Site and Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR REGISTRATION AND ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR THE SERVICES. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
Songtrust®, the Songtrust logo, and other Songtrust trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of ST Music LLC in the U.S. and/or other countries. Any other trade- or service marks referenced belong to their respective owners. You are granted no right or license with respect to any of the foregoing.
This agreement is entered into in the State of New York, U.S.A., and shall be construed in accordance with the laws of said state applicable to contracts to be wholly performed therein, without reference to any conflict of laws principles. The Courts located in New York County, New York (State and federal), shall have sole and exclusive jurisdiction over any controversies arising out of, or in connection with this agreement; any action or other proceeding which involves such a controversy will be brought in those courts, in New York County.
“Exploitation Period” for a Composition shall mean the later of (a) the end of the Term or (b) one (1) year after you submit the same to us. For example, if you submit a Composition on January 1st and the Term ends on February 1st of that year, then the Exploitation Period for that Composition shall continue until December 31st of that year.
“Registration” shall mean the online registration that you are required to complete in order to become a Songtrust member.
“Services” shall mean the music publishing administration services provided to you by Songtrust in each applicable Territory as selected by you during Registration (or updated by you from time to time during the Term via the Site).
“Site” shall mean songtrust.com, blog.songstrust.com and any and subdomains and other Songtrust-branded web-based properties (and mobile apps or other mobile versions of same) owned and operated by Songtrust.
“Term” shall commence upon the date of your registration (your submission of a complete Registration and payment of the applicable registration fee) and shall continue (a) through the end of the calendar quarter during which we receive your valid cancellation notice in accordance with the provisions in the “Cancellation” section above or (b) until we terminate the Term as provided above.