Terms Of Service


Version Date 16-09-2018

VIRAL PLAYLISTS DIGITAL DISTRIBUTION SERVICE TERMS AND CONDITIONS

Introduction

You understand that by using the services offered by us through the site or with respect to your viral playlists digital 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

 

Definitions and Interpretation

In these Terms capitalized words and expressions have the following meanings:

  1. Assets means in respect of each Recording the applicable audio file, metadata and artwork (in each case to be uploaded to our server in accordance with the Delivery Specifications), and all other materials reasonably required by us for the exercise of the Rights and performance of the Services hereunder;
  2. Commencement Date means the date of your submission of agreement. 
  3. Delivery Specifications means the minimum data requirements and delivery specifications notified by us to you from time to time;
  4. Digital Services means third party digital and/or mobile consumer services including retailers (e.g., iTunes, Amazon, Spotify, Deezer) which are nominated by you for receipt of Recordings under license from us hereunder;
  5. Gross Receipt means 100% of your sales recorded by the Digital services
  6. Net Receipts (Take Home) means 100% of our gross receipts in respect of all sales and other exploitation of the Licensed Content by us or by third parties under license from us Less sales tax, renewals, retailer/stores charges and our partners(JTV Digital) charges which is 10% of gross receipts ;
  7. Licensed Territory means the World;
  8. Rights means the rights granted to us by you under paragraph 4 below;
  9. Service means the digital distribution service to be provided by us in accordance with these Terms;
  10. Service Period has the meaning given to it in paragraph 3 below; and
  11. Your Share means 100% of Net Receipts. Viral Playlists Digital states explicitly that it takes no charges from your Net.
  12. Service Period
  1. The Service Period is a period of 12 months starting on the Commencement Date, and renewing automatically thereafter for successive 12 month periods unless and until terminated at the end of any period (including the initial 12 month period if applicable) by either party giving to the other at least three (3) months’ notice in writing.
  1. Grant of Rights You hereby grant to us during the Service Period throughout the Licensed Territory  the non-exclusive right to:
  1. encode the Recordings into digital files and make any and all necessary modifications to the Recordings as may result there from;
  2. make available the Recordings by means of Digital Distribution and to collect all royalties and other sums arising from the exercise of such;  and
  3. make and stream preview clips of the Recordings, in each case to the extent necessary for the purposes of performing the Services hereunder; and
  4. Grant synchronization licenses in respect of master rights controlled by you, subject to your written approval.
  1. Our Obligations We agree as follows:
  1. to use all reasonable endeavors to sub-license the Rights to as many Digital Services as possible in order to maximize the Digital Distribution of the Recordings throughout the Service Period; and
  2. to provide a monthly report to you, such report to include details of the concluding of any new agreements with Digital Services for the supply of Recordings, any alteration in the terms of current agreements with Digital Services, any sales reports or sums received relating to the exploitation of the Recordings, and any withdrawals from or terminations of any agreements with Digital Services.
  3. Notwithstanding the foregoing, you acknowledge that the Digital Distribution of recordings is speculative by nature and you agree that we will be entitled to use our business judgment in the exploitation of the Rights hereunder. You further acknowledge that, for reasons outside our control, not all Recordings delivered by us to a given Digital Service may be made available by that Digital Service and we will not be responsible or liable to you for any refusal or failure by a Digital Service to make any Recordings available.
  1. Your Obligations
  1. You will deliver the Assets to us: (a) on (or in any event by no later than 30 days after) the Commencement Date in respect of Recordings existing on or prior to the Commencement Date; and (b) soon as reasonably practicable prior to release in respect of any new Recordings.
  2. You will provide to us written details of any restrictions and/or limitations of the Rights granted to us hereunder: (a) on (or in any event by no later than 30 days after) the Commencement Date in respect of Recordings existing on or prior to the Commencement Date; and (b) promptly during the Service Period in respect of any new Recordings. All Rights relating to Recordings in respect of which no such notification is received by us will be deemed to be subject to no limitations or restrictions (save as set out herein).
  3. You will complete and return the submission form supplied by us if and when a Digital Service requires specific label approval for the exploitation of Recordings on such Digital Service. You acknowledge that we are not responsible for any failure to exploit Recordings via a Digital Service where such failure is due to your failure to complete and return the required submission form.
  4. You shall not deliver any public domain content products to us. If any are submitted under the Collective Digital Distribution service, our partners (state 51 conspiracy) will move the commission to 35%.
  1. Takedown Requests
  1. Upon written request by you, we agree to issue a takedown request to each Digital Service supplied by us to remove any particular Recording from its service (a Takedown Request) PROVIDED THAT where a Takedown Request is made by you for reasons other than technical or legal reasons, that Takedown Request will be subject to our prior written approval.
  1. Payment and Accounting
  1. In consideration of the Rights granted to us hereunder and subject to paragraph 8 above, we will account for and pay you Your Net Receipts in accordance with this paragraph 6
  2. If any costs arise from the exploitation of the Recordings the liability for which falls on us (e.g. payment of mechanical royalties), such costs will be deducted from Your Share. We will account for mechanical royalties to MCPS (or the appropriate affiliated collection society) as necessary with respect to all Net Receipts SAVE FOR any Net Receipts arising in the USA, Canada and/or other territories where blanket licenses for mechanical rights are unavailable, in respect of which territories you will be responsible for accounting to MCPS and/or the appropriate publisher or collection society.
  3. We will account to you beginning three (3) months after the first exploitation of a Recording hereunder and thereafter on a monthly basis within thirty (30) days of the end of each month. We will be required to account to you only in respect of monies received by us.