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Welcome to the GRIDTRAX Digital Music Distribution Agreement ("Agreement"). This Agreement contains the terms and conditions under which GRIDTRAX offers the "Digital Music Distribution Service". Use of the Digital Music Distribution Service constitutes your agreement to and acceptance of this Agreement.

Gridtrax, is collectively referred to in this Agreement as "us," "we," and "Gridtrax". We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Gridtrax Website. In the event of substantive changes to the terms of this Agreement, you will be notified by email. If any modification is unacceptable to you, your recourse is to discontinue use of the Digital Music Distribution Service. Your continued use of the Digital Music Distribution Service, following posting of a change notice or new agreement on the Site (as more fully described below in Paragraph 8), will constitute your binding acceptance of the changes.

The following, when accepted by you (whether as an individual, or as the authorized representative for an artist, band, group, or corporation) and us shall be a binding contract. Please read this Agreement carefully. By clicking on the "I AGREE" button below, you will become a party to, and will be bound by this Agreement, which may be modified as further described in Section 8 below. The "Effective Date" of this Agreement is the date on which you click the "I AGREE" button when registering for membership at Gridtrax.

1. ELIGIBILITY

In order to be eligible to distribute your music through Gridtrax, you must meet the following criteria:

(a) You must be an approved member of Gridtrax in good standing, having accurately completed the Membership Application, being legally authorized to distribute and sell the digital content you submit and taking responsibility for all compensation due other parties who are legally entitled to a portion of the sponsorship compensation paid to you by Gridtrax. If, after you begin use of the Gridtrax Website, you cease to be a Member, you must remove your music from the Gridtrax Website.

(b) Your Authorized Content complies with the rules and guidelines set forth in this document.

2. AUTHORIZATION

(a) You hereby authorize and appoint Gridtrax as your non-exclusive representative for the sale and other distribution of Your Authorized Content as described below. Accordingly, you hereby grant to us the the non-exclusive right, during the Term, to: (i) Reproduce and convert Your Authorized Content as needed for distribution through the Gridtrax system. (ii) Perform and make available, for promotional purposes and without remuneration to the artist, portions of Your Authorized Content ("Clips") by "streaming" to promote the sale of Your Authorized Content; (iii) Promote, sell, distribute, and deliver Your Authorized Content (as individual tracks or entire albums) and associated metadata to Gridtrax end users who may use such Your Authorized Content in accordance with usage rules approved by us; (iv) Use and distribute Copyright Management Information as embedded by Gridtrax in Your Authorized Content; (v) Display, electronically fulfill and deliver any Authorized Artwork used in connection with Your Authorized Content, for personal use; and (vi) Use Your Authorized Content, Your Artwork, and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement.

3. TERM

The Term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us, upon thirty (30) days written notice.

4. PAYMENTS TO YOU

(a) Compensation rates: For content distributed by Gridtrax and containing a sponsors message, we will pay you $0.6 per download when the downloaded song contains a sponsors message that Gridtrax has been compensated for. For example, you would receive $60.00 for 1,000 downloads.

(b) Payments: We will make payments to you when the amounts credited to you exceed $25 (USD). Payments will occur on a monthly basis unless you terminate your agreement with us. In that case, we will make payment of the balance due to you within 10 business days of your termination. Such payment will constitute full and adequate consideration for all rights granted, and all obligations undertaken, by you in this Agreement.

(c) If you have any objections to your monthly statement, you will give us specific notice of that objection and your reasons for it within one (1) year after the date when we are required to send you that statement. Each statement will become conclusively binding on you at the end of that one (1) year period, and you will no longer have any right to make any other objections to it.

5. YOUR OBLIGATIONS

You or a licensee on your behalf (e.g. a company such as Rightsflow) , will obtain and pay for any and all clearances or licenses required for the use of Your Authorized Content, and Authorized Artwork and metadata as intended by this Agreement. By way of example, you will be responsible for the payment of mechanical royalties in territories where such royalties are not collected by a rights society. Specifically, and without limiting the generality of the foregoing, you or a licensee on your behalf will be responsible for and shall pay (i) any royalties and other sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Your Authorized Content, (ii) all mechanical royalties or other sums payable to publishers and/ or authors or co-authors of musical compositions embodied in Your Authorized Content from sales or other uses of Your Authorized Content, (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party, including without limitation any payments required to be made to the Special Payments Funds or the [MPF], and (iv) any other royalties, fees and/or sums payable with respect to Your Authorized Content, and Authorized Artwork, metadata or other materials provided by you to us. You agree that the amount payable to you is inclusive of any so-called "artist royalties" that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction.

6. RIGHT TO WITHDRAW MATERIAL

You have the right, at any time during the Term, to withdraw your permission for the sale of Your Authorized Content and Authorized Artwork, upon written notice to us ("Withdrawal"). Sending of your notice of Withdrawal will not limit your responsibility for sales and other uses of Your Authorized Content and/or Authorized Artwork that occurred prior to the implementation of such Withdrawal and will not limit in any way the rights of end users who have acquired Your Authorized Content or Authorized Artwork.

7. NAMES LIKENESSES; PROMOTIONAL USE AND OPPORTUNITIES:

(a) You hereby grant to us, during the Term, the right to use the names and approved likenesses of, and biographical material concerning any artists, bands, producers and/or songwriters, as well as track and/or album name, and Authorized Artwork, in any marketing materials for the sale, promotion and advertising of Your Authorized Content, which is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of Your Authorized Content).

(b) You hereby grant to us the right to market, promote and advertise Your Authorized Content as available for purchase, as we determine in our discretion.

8. OWNERSHIP

Subject to our rights hereunder or under any prior agreement between you and us, as between you and us, all right, title and interest in and to (i) Your Authorized Content and Authorized Artwork (ii) the Clips, (iii) all copyrights and equivalent rights embodied therein, and (iv) all materials furnished by you, remain yours.

9. MODIFICATION, TERMINATION & EFFECT OF TERMINATION

(a) We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion. Notice of any such change will be sent to you by email at least seven (7) days prior to its effective date. In the event that you do not consent to any such proposed changes, your sole recourse shall be to terminate the Term of this Agreement, by notice to us as provided above, and your failure to do so within ten (10) days of the date of any such email from us to you shall constitute your acceptance of such changes.

(b) The expiration or termination of the Term will not relieve either you or us from our respective obligations incurred prior to or during the Term. Accordingly, applicable provisions of this Agreement will continue to apply even after the expiration of the Term.

10. INDEMNIFICATION

You hereby indemnify, save, and hold us harmless from any and all damages, liabilities, costs, losses and expenses (including, but not limited to, legal costs and attorneys' fees) arising out of or connected with any claim, demand, or action which is inconsistent with any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, your representations and warranties regarding copyrights or any other rights in and to any other forms of intellectual property. You will reimburse us, on demand, for any payment made by us at any time with respect to any damage, liability, cost, loss or expense to which the foregoing indemnity applies. Pending the determination of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this paragraph.

11. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE PARTIES

(a) You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title or interest in and to Your Authorized Content or Authorized Artwork, or metadata.

(b) You represent and warrant that you own or control the necessary rights in order to make the grant of rights, licenses and permissions

herein, and that the exercise of such rights, licenses and permissions by us shall not violate or infringe the rights of any third party.

(c) You and we represent and warrant that we will not act in any manner which conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by you or us will interfere with our performance of our obligations under this Agreement.

(d) Each party represents and warrants that it shall perform its obligations hereunder in full compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.

(e) We make no guarantees whatsoever about there being any minimum sales or uses of Your Authorized Content.

12. GENERAL PROVISIONS

(a) This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, or employee.

(b) This Agreement contains the entire understanding of the parties relating to the subject matter hereof. This Agreement supersedes all previous agreements or arrangements between us pertaining to the digital distribution of content, provided that if you previously entered into a digital distribution agreement with us in the past, and elected any options, those options will remain in place under this Agreement. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement will not be deemed or construed as a waiver of such term or condition, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination shall not affect any other provision hereof, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

(c) This Agreement will be binding on the assigns, heirs, executors, affiliates, agents, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.

(d) Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration with Gridtrax, or as properly updated. (e) This Agreement will be governed and interpreted in accordance with the laws of the State of California applicable to agreements entered into and to be wholly performed in California, without regard to conflict of laws principles. (f) To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity. (g) The titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. (h) This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

13. CERTAIN DEFINITIONS

The following capitalized terms shall have the following meanings for purposes of this Agreement:

(a) "Your Authorized Content" means sound recordings and underlying musical compositions that you have designated for digital distribution by us. Any such sound recordings and the underlying musical compositions must be owned or controlled by you and/or have been cleared by you for all purposes and rights granted and authorized hereunder by you.

(b) "Authorized Artwork" means album cover artwork and any other artwork relating to Your Authorized Content that you provide to us. All such artwork will be deemed to have been properly cleared and/ or licensed by you for all purposes, unless you provide us with written notice to the contrary.

(c) "Copyright Management Information" means the digital information conveying information regardingYour Authorized Content, such as your name, the title of the applicable album, the name of the song and the record company name, and same shall be subject to the protection of Title 17, Section 1202 of the United States Copyright Law.

Effective Date: Feb 1, 2012