Welcome to www.droommusic.com, the official website for DroomMusic Pvt Ltd., a Digital Music Distribution service. The following Terms and Conditions (the "Terms") apply to all users of www.droommusic.com (collectively, the "droommusic Site"), which is owned and operated by DroomMusic Pvt Ltd.("DroomMusic is collectively referred to as "us" or "we"), including the use of any content, information, products and/or services therein. These Terms represent a legally binding agreement between you, an individual user or a single entity (collectively or individually "Users"), regarding your use of the droommusic Site, and Users are each referred to herein individually as a "Party" or collectively as the "Parties". When using the DroomMusic Site, you will be subject to any additional posted supplemental terms or rules applicable to specific services and features that may be posted from time to time on the applicable Site (the "Supplemental Terms"). All Supplemental Terms are hereby incorporated by reference into these Terms. BEFORE USING THE DROOMMUSIC SITE, PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY REGISTERING FOR AND/OR ACCESSING, BROWSING, OR USING THE DROOMMUSIC SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE SUPPLEMENTAL TERMS AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE DROOMMUSIC SITE.
In order to use the Droommusic Site, you must either be at least eighteen (18) years of age or older (or be at least thirteen (13) years of age and possess the consent of your parent(s) and/or legal guardian), and fully able and competent to (i) enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms; and (ii) abide by and comply with these Terms. You hereby represent that you meet the eligibility requirements in this Section.
Your privacy is important to us. Please read the Droommusic Site's Privacy Policy at [insert link] carefully for information relating to your information collection, use, and disclosure. Modification of the Terms. We reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms, including the Supplemental Terms, at any time for any reason. We may notify you of such changes through any of various means, including a change to the "Last Updated" date set forth above and other reasonable means to be determined at our discretion. All changes shall be effective immediately. Suppose a material change may directly affect your account. In that case, we will use reasonable efforts to notify you via the most recent email address you have provided to us in conjunction with your account. Please check these Terms periodically for changes. Your continued use of the Droommusic Site after posting changes constitutes your binding acceptance of such changes.
We grant you permission to use the Droommusic Site as outlined in these Terms, provided that and for so long as
The DroomMusic Site is controlled and offered by DroomMusic Pvt Ltd from its facilities in India. Suppose you are accessing or using the Droommusic Site from other jurisdictions. In that case, you are responsible for compliance with local laws. To the extent allowed in the jurisdiction where you are located, you waive your right to assert claims or avail yourself of protections afforded you in that jurisdiction that are not available in India as applicable.
The Droommusic Site includes the content, visual interfaces, interactive features, audio, video, audio-visual material, information, graphics, design, compilation, computer code, products, software, services, proprietary information, service marks, trademarks, trade names, distinctive information (such as logos), the selection, sequence, "look and feel" and arrangement of items, and all other elements of the Droommusic Site that are owned by us and are legally protected, without limitation, under the Indian law and regulations. You shall not acquire any right, title, or interest to our Materials, Apps and Other Downloadable Software. Suppose any of our Materials that we make available to you is software capable of downloading. In that case, the software and all files, images and data relating to the software will be licensed to us. This license is a personal, limited, non-transferable, non-sublicensable, revocable license, and we reserve the right to alter or revoke the license at any time by providing notice to you. Upon receiving notice of revocation, you must destroy all copies of the software in your possession and/or residing on systems under your control. You do not own the downloaded software, and we do not transfer ownership of the software to you. We retain full ownership of, and title to, the downloaded software and all intellectual property rights related thereto. You may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-perceivable form (except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation). Software that is downloaded from the droommusic Site is subject to Indian laws.
The Droommusic Site may now or in the future permit you and other Users to post or link media, text, audio and video recordings, photos, graphics, commentary or other information or content ("User Content"), and to host and/or share such User Content. we make no representations that your User Content will remain available via the Droommusic Site in any way. We may remove your User Content at our sole discretion. You understand that any User Content that you post on the Droommusic Site is made publicly available to users of the Droommusic Site, and we do not guarantee any confidentiality with respect to any such User Content, nor does it guarantee that your intellectual or proprietary rights in such User Content will not be infringed or misappropriated. Grant of Rights. You hereby grant us a worldwide, non-exclusive, fully paid-up, royalty-free, transferable license, with the right to grant and authorize sublicenses, to use, reproduce, digitize, encode, store, transmit, distribute, modify, adapt, translate, prepare derivative works of, display, perform, communicate to the public and otherwise exploit such User Content in connection with the Droommusic Site. You grant us transferees and sublicensees the right to use the name that you submit in connection with such User Content if they choose to do so. You also hereby grant to each User of the Droommusic Site a non-exclusive license to access your User Content through the DroomMusic Site and to use, reproduce, distribute, modify, adapt, translate, prepare derivative works of, display, and perform such User Content as permitted by the functionality of the Droommusic Site and these Terms. The above licenses granted by you in User Content you submit to the Droommusic Site shall be perpetual and irrevocable, except that with respect to any User Content that you have removed or deleted while maintaining your Droommusic Site user account, or any User Content following any deactivation or deletion of your Droommusic Site user account, you may specifically notify us regarding the termination of the foregoing license from you, specifically identifying the item(s) of User Content to which such termination applies.
You warrant and represent that: (i) you are eighteen (18) years of age or older, and you have your parent's and/or legal guardian's written consent to enter these Terms. In connection with User Content, you affirm, represent, and/or warrant that: i. you own, or have the necessary licenses, rights, consents, and permissions to use, all patent, trademark, copyright, or other proprietary rights in and to any and all User Content to enable inclusion and use of User Content in the manner contemplated by us and these Terms, and to grant the rights and license set forth in this Section, and ii. infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; iii. slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or iv. violate any applicable law or regulation.
Except as otherwise permitted by these Terms, in connection with your User Content, you further agree that you will not publish, post, submit, transmit through or otherwise make available to the Droommusic Site : (i) any falsehoods or misrepresentations that could damage us or any third party; (ii) any material which is unlawful, defamatory, libellous, slanderous, pornographic, obscene, abusive, profane, vulgar, sexually explicit, threatening, harassing, harmful, hateful, racially or ethnically offensive or otherwise objectionable, or which encourages conduct that would be considered a criminal offence, give rise to civil liability, violate any law or any right of privacy or publicity, or is otherwise inappropriate; (iii) advertisements and/or solicitations of business for any products and/or services; or (iv) any material that would be harmful to minors in any manner.
Except with respect to "Compositions" and "Recordings" (each as defined in the Supplemental Terms – Publishing Administration), the terms of service of which are governed by the Supplemental Terms – Publishing Administration, you understand that when using the Droommusic Site you will be exposed to User Content, advertising and other third party content (together, the "Third Party Content") from a variety of sources, and that you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or otherwise objectionable. We do not endorse any Third Party Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will we be liable in any way for or in connection with the Third Party Content, including, but not limited to, for any inaccuracies, errors or omissions in any Third Party Content, any intellectual property infringement or misappropriation with regard to any Third Party Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise displayed or transmitted through the Droommusic Site.
Except with respect to "Compositions" and "Recordings" (each as defined in the Supplemental Terms – Publishing Administration), the terms of service of which are governed by the Supplemental Terms – Publishing Administration, you understand that you, and not we, are entirely responsible for all User Content that you upload, post, email, transmit or otherwise make available through the Droommusic Site. We do not control Third Party Content posted by Users or otherwise made available by other persons or entities and does not have any obligation to monitor such Third Party Content for any purpose. You agree that you must evaluate, and bear all risks associated with, the use of any User Content or other Third Party Content, including any reliance on the accuracy, completeness, usefulness, non-infringement or legality of such User Content or other Third Party Content.
Except with respect to "Compositions" and "Recordings" (each as defined in the Supplemental Terms – Publishing Administration), the terms of service of which are governed by the Supplemental Terms – Publishing Administration, we shall have the right (but not the obligation), in their sole discretion, to refuse to post or to remove any User Content or Third Party Content that is available on the Droommusic Site, in whole or in part, at any time for any reason or no reason, with or without notice and with no liability of any kind.
As a condition of your use of the Droommusic Site, you hereby represent and warrant that you will not use the Droommusic Site for any purpose that is unlawful or prohibited (including, without limitation, by these Terms.
In order to subscribe to services rendered hereunder and access some features of the Droommusic Site, you will have to create an account. You acknowledge, consent, and agree that we may access, preserve, and disclose your account information and your User Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to
You may cancel your account with us at any time by Contact-Us. We reserve the right to reject or immediately terminate your account in our sole discretion and without prior notice to you.
If you register, you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID or password), you shall immediately notify us. You are solely liable for losses incurred by you due to any unauthorized use of your account.
Your correspondence or business dealings with, or participation in promotions of advertisers and other Users found on or through the Droommusic Site is solely between you and such advertiser or User. You agree that we will not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers or Users on the Droommusic Site.
We may make changes to or discontinue any of the media, web communities, products, or services available within the Droommusic Site at any time, and without notice.
You agree that any feedback, analysis, suggestions, and comments to us provided by you (collectively, "Feedback") will become the property of ours.
You acknowledge that in providing the Services and payments hereunder, we will be required to enter into certain agreements with various third parties including, but not limited to, digital service providers and/or payment processors. The selection of these Consumer Stores shall be within our sole discretion of ours. Upon your written request, we will provide you with the current specifics of such requirements. Bar Codes and Universal Product Codes. We will provide you with free bar codes and universal product codes CUPCs). These are for your use only and may not be transferred or resold. If transferred or resold.
You agree that we may terminate any account (or any part thereof) you may have through the Droommusic Site or your use of the Droommusic Site, and remove and discard all or any part of your account, at any time for any reason (including without limitation your violation of these Terms), or no reason, in our sole discretion. You agree that your access to the Droommusic Site or any account you may have, or any portion thereof, may be terminated without prior notice, and you agree that we shall not be liable to you or any third party for any such termination.
Hold Harmless. You agree to indemnify and hold harmless us and our subsidiaries, affiliates or any related companies (including those which share substantially common ownership) and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs debt, and expenses arising out of (a) your use or misuse of the Droommusic Site.
We do not warrant or make any representations regarding the use, or the results of the use of, the Droommusic Site or any reference site in terms of correctness, accuracy, reliability, or otherwise. Harm to your Computer. You understand and agree that your using, accessing, downloading, or otherwise obtaining information, materials, or data through the Droommusic Site or any reference site is at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from the use or download of, or other access to, such material or data.
In no event shall we or our third-party partners, licensors or suppliers' total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Droommusic Site.
Infringement Claims. If you are a copyright owner or an agent thereof, and or other Third Party Content infringes upon your copyrights or intellectual property rights, you may submit a notification pursuant to us.
Notice And Takedown
If we receive proper notification of claimed copyright infringement, we will respond expeditiously by removing, or disabling access to, the material that is claimed to be infringing, as described below, or to be the subject of infringing activity.
We are not your attorneys, and the information we present here is not legal advice. We present this information for informational purposes only.
We may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Droommusic Site. If notice is by email or mail, it will be provided to the email or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes.
These Terms shall be governed by and construed in accordance with the laws of India without giving effect to any principles of conflicts of law.
You agree that any action at law or in equity arising out of or relating to these Terms or the Droommusic Site shall be filed only in Jaipur, India.
You agree that any cause of action brought by you arising out of or related to the Droommusic Site must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
A provision of these Terms may be waived only by a written instrument executed by the Party entitled to the benefit of such provision. The failure of either Party to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Severability. If any provision of these Terms shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you. These Terms, and any rights and licenses granted hereunder, may be transferred or assigned by us to an affiliate of ours or to any third party, without restrictions. Any assignment attempted to be made in violation of these Terms shall be void.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or the use of the Droommusic Site. You further acknowledge that by submitting User Content or other Third Party Content, no confidential, fiduciary, contractually implied or other relationship is created between you and us other than pursuant to these Terms.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
This is the entire agreement between you and us relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to the said subject matter, excluding any Services Agreement that you may have entered into with us. These Terms shall not be modified except in writing, signed by both parties, or by a change to these Terms made by us as set forth above. Copyright © 2021 [DROOM MUSIC]
DroomMusic - Artist Music Distribution Agreement
Welcome to the DroomMusic Member Agreement ("Agreement"), between you and DroomMusic (a division of Virtual Planet Company., along with our licensees and assignees collectively referred to in this Agreement as "us," "we," and "DroomMusic"). This Agreement contains the general terms and conditions under which DroomMusic offers the "Services" (as defined below). Use of the Services constitutes your agreement to and acceptance of this Agreement.
THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICKING "I AGREE," WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN MEMBER, BAND, GROUP OR CORPORATION, IN WHICH CASE "YOU" SHALL REFER TO THE MEMBER, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING "I AGREE." THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE "I AGREE" BUTTON BELOW.
We reserve the right to add, delete, and/or modify any of the terms and conditions in this Agreement pursuant to Clause 9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and DroomMusic that arose prior to the date of such modification. 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 only recourse is to discontinue the use of the Services. Your continued use of the Services following the posting of a change notice or new Agreement on the Site or notice to you via e-mail will constitute your binding acceptance of the changes.
YOU ARE RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH DroomMusic FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES.
This Agreement is incorporated into and subject to the Terms of Service ("TOS"). All initially-capitalized terms not defined in this Agreement are defined in the TOS.
You hereby appoint us as your authorized representative for the distribution of "Your Content" (as defined below). Accordingly, you hereby grant to us and our "Licensees" (as defined below) the non-exclusive right, during the "Term" (as defined below) and throughout the "Authorized Territory" (as defined below), to:
(a) Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content, and Clips, through the DroomMusic Website, a Licensee website, you or any person authorized by you may place on any website, to identify the availability of Your Content for license, distribution and to promote Your Content through any mode and medium includes television and Radio, without the payment of any fees or royalties to (i) the songwriters, composers, or music publishers owning any rights in and to Your Content; (ii) any performing artist(s) (including non-featured vocalists and musicians) on Your Content; (iii) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label, and (iv) any agents for any of the foregoing, including, without limitation, performing rights organizations ("PROs") and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, Sound Exchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);
(b) Distribute Your Content in accordance with the member agreement;
(c) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement;
(d) Distribute, and publicly perform and communicate to the public Your Content (including Clips) as part of a downloaded program that may include multiple sound recordings and other content,
(e) Authorize our Licensees to perform any one or more of the activities specified above
The term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us, upon fifteen (15) days of written notice (the "Term"), which notice, if sent by (a) DroomMusic, may be sent to you at the last e-mail address you provided to DroomMusic and (b) you to DroomMusic, must be sent only to the following e‑mail address: Notice@droommusic.com with the following information: (a) your username; (b) the e‑mail address associated with your Account; (c) all album titles for which you are requesting termination; and (d) which Services you are terminating. Any termination notice provided by you pursuant to this clause shall be permanent and irreversible. Notwithstanding anything to the contrary herein, DroomMusic may at any time in its sole discretion, with or without notice to you: (i) suspend or limit your access to or your use of the Services and/or (ii)suspend or limit your access to your Account (as defined in Clause 11(a)).
You shall pay DroomMusic a one-time, non-refundable fee (the "Set Up Fee"), to cover DroomMusic's administrative expenses with respect to updating your content/Artist Plan as follows:
DroomMusic Artist Plan (Non-Exclusive for Artist/Label)Distribution Fees. We will pay you an amount equal to 90% of the amount actually collected by us from the DroomMusic Artist Plan (Non-Exclusive for Artist/Label) on your behalf in connection with your content distribution and we will retain the remaining 10 % as our fee for the content distribution services. If we incur any out-of-pocket expenses, costs or fees in connection with the collection or distribution of such content, we may deduct such amounts from the amounts payable to you.
You, or a licensee acting on your behalf, will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay
Any royalties and other sums due to artists (featured and non-featured), authors, co‑authors, copyright owners and co-owners, producers, engineers, and any other record royalty participants from uses of Your Content,
All mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in Your Content,
all payments that may be required under any collective bargaining agreements applicable to you or any third party, and
any other royalties, fees and/or sums payable with respect to Your Content or other materials provided by you to us. You agree that the amount payable to you is inclusive of any so‑called "royalties" that might otherwise be required to be paid for exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays or communications to the public of the sound recordings and musical works constituting Your Content.
You have the right, at any time during the Term, to withdraw the authorizations set forth in clause 2 above, upon written notice to us (a "Withdrawal Notice") or to terminate this Agreement pursuant to clause 3 of this Agreement (a "Termination Notice"). Upon receipt of a Withdrawal Notice with respect to any of Your Content or a Termination Notice with respect to all of Your Content, we will promptly remove those elements of Your Content covered by such Withdrawal Notice or Termination Notice, as the case may be, from the Website (and in no event more than thirty (30) business days following receipt of a Withdrawal Notice or Termination Notice), and shall, within thirty (30) business days following our receipt of a Withdrawal Notice or Termination Notice, advise our Licensees via a "Takedown Notice" that they are no longer authorized to offer for any other use those elements of Your Content covered by such Takedown Notice. Your submission of a Withdrawal Notice or Termination Notice shall not in any way limit the authorizations granted to us or any Licensees prior to the implementation of your Withdrawal Notice or Termination Notice, and will not limit in any way the rights of end-users who have acquired Your Content.
DroomMusic is not responsible for and has no liability for, any delays of our Licensees in removing Your Content from any websites or services owned or operated by such Licensees. You shall remain solely responsible for enforcing the removal of Your Content from our Licensees' websites and services in the event such Licensees fail to remove Your Content following receipt of a Takedown Notice or following the termination of any rights granted to such Licensees by DroomMusic; provided, however, that DroomMusic may, in its sole and absolute discretion, continue to assist you to effectuate the removal of Your Content from Licensees' websites and services. DroomMusic may, but need not, provide you with notice in the event DroomMusic terminates or allows to expire any authorizations previously granted to a licensee for the distribution of Your Content. Nothing in this Agreement shall limit any remedies you may have at law or in equity against any Licensee that is using Your Content in violation of the terms of any license granted to such Licensee by you or DroomMusic.
Name and Likeness of Artists and Songwriters. You hereby grant to DroomMusic during the Term the right to use and to authorize our Licensees 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 all artwork related to your sound recordings or audio-visual works, in any marketing materials for the promotion, and advertising of Your Content, which is offered for distribution 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 Content).
Promotion. You hereby grant to us and our Licensees the right to market, promote, and advertise Your Content as available for license, in any and all media, whether now known or hereafter developed, as we and they determine in our and their discretion.
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 (a)Your Content, b) all copyrights and equivalent rights embodied therein, and (c)all materials furnished by you, will be yours.
Modification of Agreement. We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion, at any time and from time to time. Notice of any material change will be sent to you by electronic mail at least fifteen (15) days prior to its effective date. If the e-mail you have provided to us is no longer functioning, then, in addition to any other remedies we may have with respect to your Account and use of the Services, we shall be authorized to communicate with you via any other reasonable manner we may choose in our sole discretion, including through notice on the web page through which you access your Account information or via any accounting statement. The most recent date of this Agreement shall be identified on the first page hereof. In the event that you do not consent to any such proposed changes in the Agreement, your sole recourse shall be to terminate this Agreement by notice to us, and your failure to submit a Termination Notice within Thirty (30) days of the date of our notice to you shall constitute your acceptance of such changes to the extent Your Content is still available through the Services. To terminate your Agreement, you must send a Termination Notice to DroomMusic and include in the subject line of your e-mail "Termination of Member Agreement."
Consequences of Termination. The expiration or termination of the Agreement will not relieve either you or us from our respective obligations incurred prior to the effective date of your termination of the Agreement. In addition, provisions of this Agreement intended to survive the termination of this Agreement shall survive termination, including, but not limited to, the Indemnification, Disclaimers, Limitation of Liability; Basis of the Bargain, and General Provisions.
Monitoring. DroomMusic does not control Your Content and does not have any obligation to monitor Your Content for any purpose. DroomMusic may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content, but by doing so DroomMusic assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review or otherwise access any other artwork.
Right of Removal. DroomMusic reserves the right, in its sole and absolute discretion, to remove any of Your Content from the Website if such content: (i)is patently offensive, pornographic or defamatory; (ii)is the subject of a dispute between you or us and a third party; (iii)is content to which you cannot document your rights therein upon DroomMusic's request; (iv)violates the intellectual property rights or other protected interests of a third party; (v)is the subject of a takedown notice by a party claiming to own the rights therein, or (vi)is the subject of any fraudulent activity, or for any other reason in DroomMusic's sole and absolute judgment is necessary to protect the business interests of DroomMusic and any of its business partners or Licensees. DroomMusic may also remove Your Content from the Website if you are abusive or rude or provide false or intentionally misleading information. DroomMusic shall have no liability to you for the removal of any of Your Content from the Website or any Licensee website or service other than to provide you a credit (but not a refund) for any fees previously paid by you for making Your Content available via the Website or through Licensees. The removal of any of Your Content shall not relieve DroomMusic of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content.
No Termination Due to Removal. This Agreement shall not be terminated automatically by DroomMusic's removal of Your Content from the Website or Licensee's websites or services. In order for you to terminate this Agreement following the removal of any of Your Content, you must send DroomMusic a Termination Notice.
Your Account Information. In order to access some features of the Website, including your account information and periodic statements, you will have to create an online account ("Account"). You hereby represent and warrant that the information you provide to DroomMusic upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your Account information, including your e-mail address, is kept accurate and up‑to-date at all times during the Term of this Agreement.
Password. As a registered user of the Services, you will have login information, including a username and password. Your Account is personal to you, and you may not share your Account information with, or allow access to your Account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your Account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Website. You agree to notify us immediately of any breach in secrecy of your login information. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party not authorized by you, then you agree to immediately notify DroomMusic. You will be solely responsible for the losses incurred by DroomMusic and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying DroomMusic that your Account has been compromised.
Disclosure of Information. You acknowledge, consent, and agree that DroomMusic may access, preserve, and disclose your Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii)enforce this Agreement; (iii) respond to a claim that any of Your Content violates the rights of third parties; (iv) to respond to your requests for customer service; or (v)to protect the rights, business interests, property or personal safety of DroomMusic and its employees and users, and the public.
You agree not to use the Website, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm damage or disparage DroomMusic, its Licensees or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following:
Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of any aspect of the Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website or by law, or otherwise attempt to use or access any portion of the Website other than as intended;
Reproduce, duplicate, copy, distribute or exploit, any portion of the Website, use of the Website, access to the Website or content obtained through the Website, as a result of your being granted permission to upload Your Content to the Website;
Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website;
Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties;
Publish, distribute or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral or otherwise objectionable material or information;
Create a false identity or impersonate another for the purpose of misleading others as to your identity, including, but not limited to, providing misleading information to any feedback system employed by DroomMusic;
(DroomMusic) Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;
Interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers;
Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, including by incorporating any such material in Your Content; or
Use the Website in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.
DroomMusic may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software or services available via the Website, at any time and without notice and without liability to you. DroomMusic makes no representations and warranties with respect to the availability of the Website and may discontinue the Service at any time with or without notice.
Mutual Representations and Warranties.
Each party represents and warrants to the other that it:
is authorized to enter into this Agreement on the terms and conditions set forth herein.
will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement.
shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.
Representations and Warranties by You. You represent and warrant to DroomMusic that:
you have the full right, power, and authority to act on behalf of any and all owners of any right, title or interest in and to Your Content, including, but not limited to, all musical works embodied in Your Content, and that you are authorized to provide Your Content to us for the uses specified in this Agreement. For the avoidance of doubt, if you are acting on behalf of an artist, band, group or corporation, you hereby represent and warrant to DroomMusic that you are fully authorized to enter into this Agreement on behalf of such artist, band, group or corporation and to grant all of the rights and assume and fulfil all of the obligations, covenants, and representations and warranties set forth in this Agreement.
you own or control all of the necessary rights in Your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement.
the use or other exploitation of Your Content, including, but not limited to, any musical works embodied in your sound recordings, by us and our Licensees as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
you have not assigned any of the rights in and to the sound recordings embodied in Your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings.
DroomMusic makes no guarantees regarding the minimum number of uses of Your Content. In addition, we cannot guarantee that Licensees will perform under any agreement they enter into with DroomMusic for the distribution or licensed use of Your Content, including by paying the royalties they owe us for the distribution of Your Content. If a Licensee refuses to pay us for the use of Your Content, you agree that you will assume responsibility for collecting any payments that may be due from such non-compliant Licensees for any distribution or licensed use of Your Content if such third party fails or refuses to pay such amounts to DroomMusic upon DroomMusic's request.
Indemnification. You hereby agree to indemnify, defend, and hold DroomMusic harmless from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys' fees) (collectively, "Claims") arising out of any breach or alleged breach of any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, any claims made by the music publisher with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. You agree to reimburse us, on-demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount that does not exceed your potential liability to us pursuant to this clause.
THE DroomMusic WEBSITE AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE," "WITH ALL FAULTS" BASIS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DroomMusic AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DroomMusic OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. DroomMusic AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE WEBSITE OR ANY PART THEREOF, OR ANY SERVICES PROVIDED BY DroomMusic, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE OR ANY ASSOCIATED SITES OR APPLICATIONS, AND OFFER YOUR CONTENT VIA THE SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, HANDSET, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE WEBSITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
DroomMusic SHALL NOT BE LIABLE TO YOU FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. DroomMusic SHALL ALSO NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS OR DAMAGES ARISING OUT OF THE FAILURE OF ANY LICENSEE TO PAY DroomMusic OR YOU ANY ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED OR TERMINATED AGREEMENT WITH DroomMusic OR OTHERWISE. DroomMusic’S TOTAL LIABILITY TO YOU FOR ANY BREACH OF THIS AGREEMENT SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID TO YOU BY DroomMusic FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING PERIOD.
APPLICABL
"DroomMusic" Label & Artist Pro Agreement
Welcome to the DroomMusic Member Agreement ("Agreement"), between You and DroomMusic (a division of Virtual Planet Company, along with our licensees and assignees collectively referred to in this Agreement as "us," "we," and " DroomMusic"). This Agreement contains the general terms and conditions under which DroomMusic offers the "Services" (as defined below). Use of the Services constitutes your agreement to and acceptance of this Agreement.
THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICKING “I AGREE,” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN MEMBER, BAND, GROUP OR CORPORATION, IN WHICH CASE “YOU” SHALL REFER TO THE MEMBER, BAND, GROUP OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW.
We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions of Clause 9 below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and DroomMusic that arose prior to the date of such modification. 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 only recourse is to discontinue the use of the Services. Your continued use of the Services following the posting of a change notice or new agreement on the Site or notice to you via e-mail will constitute your binding acceptance of the changes.
YOU ARE RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH DROOMMUSIC FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES.
This Agreement is incorporated into and subject to the Terms of Service ("TOS"). All initially capitalized terms not defined in this Agreement are defined in the TOS.
You hereby appoint us as your authorized representative for the distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the exclusive right, during the "Term" (as defined below) and throughout the “Authorized Territory” (as defined below), to:
Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content, and Clips, through the DroomMusic Website, a Licensee website, you or any person authorized by you may place on any website, to identify the availability of Your Content for license, distribution and to promote Your Content through any mode and medium includes television and Radio, without the payment of any fees or royalties to (i) the songwriters, composers, or music publishers owning any rights in and to Your Content; (ii) any performing artist(s) (including non-featured vocalists and musicians) on Your Content; (iii) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label, and (iv) any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, Sound Exchange, AFTRA and AFM) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);
Distribute Your Content in accordance with the member agreement.
Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement.
Distribute, and publicly perform and communicate to the public Your Content (including Clips) as part of a downloaded program that may include multiple sound recordings and other content,
Authorize our Licensees to perform any one or more of the activities specified above
The term of this Agreement will commence on the Effective Date and will continue for a period of 3 years Lock-in Period. unless and until terminated by us, upon fifteen (15) days written notice (the “Term”), which notice, sent by DroomMusic, may be sent to you at the last e-mail address you provided to DroomMusic. DroomMusic may at any time in its sole discretion, with or without notice to you: (i) suspend or limit your access to or your use of the Services and/or (ii) suspend or limit your access to your Account.
We shall provide you with the support & marketing team to pitch the song to DSPs, Radio, and Television Channels for promotion on best effort basis without an extra fee (setup fee) with respect to updating your content/Artist Plan “DroomMusic Label & Artist Pro (Exclusive & Authorized Artists & Labels)”.
Distribution Fees. (i) We will pay you an amount equal to 70% of amounts collected by us from the DroomMusic Label & Artist Pro (Exclusive & Authorized Artists & Labels) on your behalf in connection with your content distribution and we will retain the remaining 30 % as our fee for the content distribution services. If we incur any out-of-pocket expenses, costs, or fees in connection with the collection or distribution of such content, we may deduct such amounts from the amounts payable to you.
Payment Terms. We will attempt to provide you with accounting details monthly in the secure members’ login area at www.droommusic.com, but we shall not be deemed in breach of this agreement for failure to provide you with such information monthly. We will make your payments for content distribution quarterly.
All accountings rendered and payments made by DroomMusic 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 DroomMusic 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.
You, or a licensee acting on your behalf, will be responsible for obtaining and paying for all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay
You shall have no right, at any time during the Term, to withdraw/terminate the authorizations set forth in clause 2 above.
Name and Likeness of Artists and Songwriters. You hereby grant to DroomMusic during the Term the right to use and to authorize our Licensees 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 all artwork related to your sound recordings or audio-visual works, in any marketing materials for the promotion, and advertising of Your Content, which is offered for distribution 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 Content).
Promotion. You hereby grant to us and our Licensees the right to market, promote, and advertise Your Content as available for license, in any and all media, whether now known or hereafter developed, as we and they determine in our and their discretion.
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 (a)Your Content, b) all copyrights and equivalent rights embodied therein, and (c)all materials furnished by you, will be yours.
We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion, at any time and from time to time. Notice of any material change will be sent to you by electronic mail at least fifteen (15) days prior to its effective date. If the e-mail you have provided to us is no longer functioning, then, in addition to any other remedies we may have with respect to your Account and use of the Services, we shall be authorized to communicate with you via any other reasonable manner we may choose in our sole discretion, including through notice on the web page through which you access your Account information or via any accounting statement.
Monitoring. DroomMusic does not control Your Content and does not have any obligation to monitor Your Content for any purpose. DroomMusic may choose, in its sole discretion, to monitor, review or otherwise access some or all of Your Content, but by doing so DroomMusic assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review or otherwise access any other artwork.
Right of Removal. DroomMusic reserves the right, in its sole and absolute discretion, to remove any of Your Content from the Website if such content: (i)is patently offensive, pornographic or defamatory; (ii)is the subject of a dispute between you or us and a third party; (iii)is content to which you cannot document your rights therein upon DroomMusic’s request; (iv)violates the intellectual property rights or other protected interests of a third party; (v)is the subject of a takedown notice by a party claiming to own the rights therein, or (vi)is the subject of any fraudulent activity, or for any other reason in DroomMusic’s sole and absolute judgment is necessary to protect the business interests of DroomMusic and any of its business partners or Licensees. DroomMusic may also remove Your Content from the Website if you are abusive or rude or provide false or intentionally misleading information. DroomMusic shall have no liability to you for the removal of any of Your Content from the Website or any Licensee website or service other than to provide you a credit (but not a refund) for any fees previously paid by you for making Your Content available via the Website or through Licensees. The removal of any of Your Content shall not relieve DroomMusic of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content
Your Account Information. To access some features of the Website, including your account information and periodic statements, you will have to create an online account (“Account”). You hereby represent and warrant that the information you provide to DroomMusic upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your Account information, including your e-mail address, is kept accurate and up‑to-date at all times during the Term of this Agreement.
Password. As a registered user of the Services, you will have login information, including a username and password. Your Account is personal to you, and you may not share Your Account information with, or allow access to your Account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your Account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Website. You agree to notify us immediately of any breach in secrecy of your login information. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party not authorized by you, then you agree to immediately notify DroomMusic. You will be solely responsible for the losses incurred by DroomMusic and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying DroomMusic that your Account has been compromised.
You agree not to use the Website, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm damage or disparage DroomMusic, its Licensees or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Website, our Licensees or Your Content, do or attempt any of the following:
Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of any aspect of the Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Website or by law, or otherwise attempt to use or access any portion of the Website other than as intended.
Reproduce, duplicate, copy, distribute or exploit, any portion of the Website, use of the Website, access to the Website or content obtained through the Website, because of your being granted permission to upload Your Content to the Website.
Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Website.
Threaten, harass, abuse, slander, defame or otherwise violate the legal rights (including, without limitation, rights of privacy and publicity) of third parties.
Publish, distribute, or disseminate any inappropriate, profane, vulgar, defamatory, infringing, obscene, tortious, indecent, unlawful, offensive, immoral, or otherwise objectionable material or information.
Create a false identity or impersonate another for the purpose of misleading others as to your identity, including, but not limited to, providing misleading information to any feedback system employed by DroomMusic.
(DroomMusic) Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging, or deleterious software programs.
Interfere with or disrupt the Website, networks or servers connected to the Website or violate the regulations, policies or procedures of such networks or servers.
Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party, including by incorporating any such material in Your Content; or
Use the Website in any manner whatsoever that could lead to a violation of any federal, state, or local laws, rules or regulations.
DroomMusic may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software, or services available via the Website, at any time and without notice and without liability to you. DroomMusic makes no representations and warranties with respect to the availability of the Website and may discontinue the Service at any time with or without notice.
Mutual Representations and Warranties.
Each party represents and warrants to the other that it is authorized to enter into this Agreement on the terms and conditions set forth herein.
Representations and Warranties by You. You represent and warrant to DroomMusic that:
you have the full right, power, and authority to act on behalf of all owners of any right, title, or interest in and to Your Content, including, but not limited to, all musical works embodied in Your Content, and that you are authorized to provide Your Content to us for the uses specified in this Agreement. For the avoidance of doubt, if you are acting on behalf of an artist, band, group, or corporation, you hereby represent and warrant to DroomMusic that you are fully authorized to enter into this Agreement on behalf of such artist, band, group or corporation and to grant all of the rights and assume and fulfil all of the obligations, covenants, and representations and warranties set forth in this Agreement.
you own or control all of the necessary rights in Your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement.
the use or other exploitation of Your Content, including, but not limited to, any musical works embodied in your sound recordings, by us and our Licensees as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
you have not assigned any of the rights in and to the sound recordings embodied in Your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings.
DroomMusic makes no guarantees regarding the minimum number of uses of Your Content. In addition, we cannot guarantee that Licensees will perform under any agreement they enter with DroomMusic for the distribution or licensed use of Your Content, including by paying the royalties they owe us for the distribution of Your Content. If a Licensee refuses to pay us for the use of Your Content, you agree that you will assume responsibility for collecting any payments that may be due from such non-compliant Licensees for any distribution or licensed use of Your Content if such third party fails or refuses to pay such amounts to DroomMusic upon DroomMusic's request.
Indemnification. You hereby agree to indemnify, defend, and hold DroomMusic harmless from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims”) arising out of any breach or alleged breach of any of the warranties, representations, covenants or agreements made by you in this Agreement, including, but not limited to, any claims made by the music publisher with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. You agree to reimburse us, on-demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution 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 clause.
THE DroomMusic WEBSITE AND ANY THIRD-PARTY CONTENT, SOFTWARE, SERVICES OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WEBSITE, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” “WITH ALL FAULTS” BASIS WITHOUT REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DroomMusic AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DroomMusic OR THROUGH THE WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. DroomMusic AND ITS AFFILIATES, PARTNERS, LICENSORS, AND SUPPLIERS DO NOT WARRANT THAT THE WEBSITE OR ANY PART THEREOF, OR ANY SERVICES PROVIDED BY DroomMusic, WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE WEBSITE OR ANY ASSOCIATED SITES OR APPLICATIONS, AND OFFER YOUR CONTENT VIA THE SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM, HANDSET, OR ANY OTHER DEVICE OR PERIPHERAL USED IN CONNECTION WITH THE WEBSITE) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
DroomMusic SHALL NOT BE LIABLE TO YOU FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE, FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT BY THE DROOMUSIC, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF WE HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. DroomMusic SHALL ALSO NOT BE LIABLE FOR ANY ROYALTIES, FEES, PAYMENTS OR DAMAGES ARISING OUT OF THE FAILURE OF ANY LICENSEE TO PAY DroomMusic OR YOU ANY ROYALTIES THAT ARE DUE FOR ANY USE OR MISUSE OF YOUR CONTENT, WHETHER PURSUANT TO AN EXISTING, EXPIRED OR TERMINATED AGREEMENT WITH DroomMusic OR OTHERWISE. DroomMusic’S TOTAL LIABILITY TO YOU FOR ANY BREACH OF THIS AGREEMENT SHALL IN ALL INSTANCES BE LIMITED TO THE AMOUNT OF MONIES ACTUALLY PAID TO YOU BY DroomMusic FOR THE DISTRIBUTION OR LICENSING OF YOUR CONTENT DURING PERIOD.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND DroomMusic, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND DroomMusic, DroomMusic's LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT DroomMusic WOULD NOT BE ABLE TO OFFER ITS SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS AND WOULD NOT OFFER SUCH SERVICES ABSENT A LIMITATION OF LIABILITY.
Any and all disputes ("Disputes") arising out of or in relation to this Agreement between the Parties hereto or arising out of or relating to or in connection with this Agreement or the performance or non-performance of the rights and obligations set forth herein or the breach, invalidity or interpretation thereof, shall be referred for arbitration in accordance to the provisions of the Arbitration and Conciliation Act, 1996 or any amendments thereof. The place of arbitration shall be Jaipur, India and the language used in the arbitral proceedings shall be English. The arbitration shall be conducted by a sole arbitrator to be appointed by the DroomMusic herein. Costs of arbitration shall be borne equally by the Parties. The arbitral award issued by such an Arbitrator shall be in writing. The Arbitral Award once awarded shall be treated as final and binding on each party hereto and the same shall be enforceable in any court of competent jurisdiction.
Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. This Agreement shall not be deemed to create an agency, partnership or joint venture between you and DroomMusic, and DroomMusic shall not have a fiduciary obligation to you as a result of your entering into this Agreement.
Entire Agreement. This Agreement together with the TOS contains the entire understanding of the parties relating to the subject matter hereof. This Agreement supersedes all previous agreements or arrangements between you and DroomMusic pertaining to the distribution of Your Content, the limitations and authorizations with respect to the distribution of Your Content. This Agreement cannot be changed or modified except as provided herein.
Waiver; Severability. 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.
Binding Effect. 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.
Notice. 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 DroomMusic, or as properly updated, or, in the absence of a valid electronic mail address, via any other method DroomMusic may elect in its sole discretion, including, but not limited to, via posting on the Website.
Governing Law; Dispute Resolution. This Agreement shall be governed and construed in accordance with the laws of India. Subject to the provisions of this clause, the Courts having the jurisdiction for the purpose of this Agr
YOU UNDERSTAND THAT BY CLICKING ON THE "I AGREE" BUTTON AND/OR USING THE SERVICES OFFERED BY COMPANY THROUGH THE SITE OR WITH RESPECT TO YOUR DROOMMUSIC ACCOUNT, YOU AGREE TO BE BOUND BY ALL OF 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 THE COMPANY.
DroomMusic respects the copyrights of others and expects its users to do the same. In compliance with Indian Copyright Act, DroomMusic will respond expeditiously to remove or disable access to material claimed to infringe copyrighted material or to be the subject of activity that infringes copyrighted material was posted online using the DroomMusic service.
If you are a copyright owner or authorised to act on behalf of the owner of an exclusive right under the copyright that is allegedly infringed, please notify DroomMusic of the material that is claimed to be infringing or to be the subject of infringing activity and was posted online using the DroomMusic service by Notification of Claimed Infringement (the "Notification") and delivering it to DroomMusic. It is important to emphasise that you should only submit a Notification if you own or control the copyrighted material claimed to be infringing. Anyone who knowingly misrepresents that material is infringing may be liable for damages.
To be effective, the Notification must be a written communication provided to DroomMusic that includes substantially the following:
Once completed, please deliver the Notification to DroomMusic at:
Copyright Agent
DroomMusic
B-302, Annapurna Building, Oshiwara
Andheri - West, Mumbai - 400053
Email: Copyright@droommusic.com
Upon receipt of a valid Notification, DroomMusic will respond expeditiously to remove or disable access to the material claimed to be infringing or the subject of infringing activity.
Suppose the material you have posted online using the DroomMusic service has been removed or disabled in response to Notification of Claimed Infringement. In that case, DroomMusic will promptly forward the Notification and inform you that it has removed or disabled access to such material. Suppose you own or control the rights to the material you posted online using the DroomMusic service and believe your material was removed or disabled by mistake or misidentification. In that case, you may send DroomMusic a Counter Notification (the "Counter Notification). It is important to emphasise that you should only submit a Counter Notification if you own or control the copyrighted material that is claimed to be infringing, any person who knowingly materially misrepresents that material was removed or disabled by mistake or misidentification may be liable for damages.
To be effective, a Counter Notification must be a written communication provided to DroomMusic that includes substantially the following:
Once completed, please deliver the Counter Notification to DroomMusic at:
Copyright Agent
DroomMusic
B-302, Annapurna Building, Oshiwara
Andheri - West, Mumbai - 400053
Email: Copyright@droommusic.com
Upon receipt of a Counter-Notification, DroomMusic will promptly forward it to the Claimant and inform the Claimant that DroomMusic will replace the removed material or cease disabling access to it unless the Claimant notifies DroomMusic within ten (10) business days that they have filed an action seeking a court order to restrain you from engaging in infringing activity about the material posted online by you using the DroomMusic service. If DroomMusic notices that the Claimant has filed such a lawsuit, it will be unable to replace the removed material or cease disabling access to it. If DroomMusic does not receive such notification, it may, in its sole discretion, replace the removed material or cease disabling its access.
Please note that when DroomMusic forwards the Counter-Notification to the Claimant, it includes your personal information. By submitting a Counter-Notification, you consent to have your information revealed this way. DroomMusic will not forward a Counter Notification to any party other than the Claimant.
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This Group Privacy Policy (“Privacy Policy”) concerns DroomMusic Pvt. Ltd., a Company incorporated under the Companies Act 1956, having its registered address at, C-71, Vaishali Nagar, Jaipur Rajasthan – 302021, India and its subsidiaries around the World hereafter collectively referred to as "Droommusic”, "We", or "Us".
This Privacy Policy describes DroomMusic's personal data processing practices for the digital distribution of music, the supply of products ("Products") and services ("Service(s)"), in general, or through our websites and/or other electronic communications services (widgets, mobile applications or API), collectively or individually "Site(s)"). DroomMusic acts as a data controller and its subsidiaries as a data processor.
We attach particular importance to the secure processing of data, their confidentiality, privacy protection, and associated rights. Please take time to read our Privacy Policy carefully.
By visiting this Website, providing Droommusic with Your data or other information on the Sites, or by subscribing to the Services, or entering into a contract with Us, you expressly acknowledge that you have read and agreed to the terms of this Privacy Policy.
This Privacy Policy is independent of other privacy, confidentiality policies or any other service practices published by third-party companies, such as Facebook Inc., Apple Inc., Google LLC, Microsoft Corp., Twitter, TIK TOK or any mobile service operator or any third-party operating a site or an application or service to which the Site(s) or Services refer to or redirect(s) to, notably by hypertext link, which We do not publish. We assume no liability in this respect.
If you are a performing artist, an artist representative (producer, manager, independent label), a customer, a visitor of the Sites (“User(s)”), a service provider, supplier, partner, or processor who has entered into a contract with Us (collectively or individually "You"; "Your"), this Privacy Policy applies to You.
Minors (as defined by law in various countries) (“Minors”) cannot subscribe to the Services or purchase Products on the Sites without first having their parent's or legal guardians' consent and accepting this Privacy Policy. Parents and legal guardians are responsible for using their Minors' Services, Products, and Sites.
Under Indian laws, We reserve the right to amend this Privacy Policy at any time. A notification on the Site(s)' home page will alert You, or a message will be posted in Service(s), or specific cases, You will receive an e-mail.
What information or personal data do We collect from You and why? We may collect and process personal data and other information as listed below (collectively referred to as "Data") to perform our obligations under the contract You signed with Us or to provide Products or Services to You.
Please note that We do not collect or process any sensitive personal data (i.e., data which directly or indirectly reveals racial or ethnic origins, political, philosophical or religious opinions or trade union membership, as well as genetic, biometric data to identify a single natural person or which relates to health or sexual life, and for any such purpose). Therefore, We ask You to abstain from sending any such data over to Us.
Our contracts and registration forms indicate any specific data you must provide.
We may process Your Data based on: Your consent; A contract You entered into with Us; A legal obligation; Our legitimate interest (for example, to improve our Products and Services, to prevent fraud, to secure Sites and Services, or to customise our communication.
(data retention period). We keep Data only for the time necessary to execute the contract, achieve the objective pursued, meet Your needs, execute the contract or meet our legal obligations. The data retention criteria We established include: The term of the contract entered into by You with Us; The retention period required by applicable law (i.e., accounting or archiving obligations); The duration of the Your consent for a specific use; For prospects (in the absence of any subscription to a Service or purchase of a Product): 1 year or less from the day of the Data collection; 6 months or less for cookies or eight months in specific cases (for more details, please read our Cookie Policy (insert link)) When We no longer need to process Your Data, We delete it from our systems and databases or anonymise it so that You can no longer be identified.
Due to our global presence, specific Data may be collected, transferred, hosted and/or more generally processed outside Your country or jurisdiction of residence. Data protection and data security requirements differ from place to place. They may not offer the same level of protection as those of Your country or jurisdiction of residence or origin. However, Droommusic and its subsidiaries take appropriate measures to protect the transfer of Your Data. Such measures include the user data transfer methods approved by the DroomMusic and written agreements with our processors to ensure they process the Data they receive from Us according to the law.
In light of the above, User Data may be accessed by law enforcement and/or regulatory authorities according to the applicable laws of such foreign jurisdictions. As specified in section 5 above, we may disclose Your Data to third-party partners to ensure the Sites' or Services' maintenance and security, offer certain features, improve the Sites' and Services' functioning and appearance or create new features.
We implement appropriate physical, technical, administrative and organisational security measures to protect your data against loss, theft, misuse, abusive use, fraudulent access, disclosure, alteration and destruction.
No data transmission on the Internet can be 100% secure. Still, We are committed to implementing security standards recognised in our industry and designed to protect and prevent unauthorised access, disclosure and use of Data.
These measures include but are not limited to Storage on secure servers within India;
Protection, including through data encryption processes, for credit card transactions and other bank payment transactions that require the use by Users of an SSL-enabled browser, such as Safari, Netscape Navigator 3.0 (or later version), Chrome, Firefox or Internet Explorer; Limited access of employees or third-party staff to databases containing the Data; Contractual obligations for our staff handling Data which impose confidentiality requirements they must fulfil. In addition, You have the opportunity, on the Sites or when using the Services, to create an access account or user account containing an identifier and password that You only are deemed to know to protect access to Your account. To further protect Your Data, We recommend that You periodically change your password and under no circumstances should You disclose Your identifiers to anyone.
Right of access: the right to access Your Personal Data held by Us about You;
Right of rectification, opposition or limitation: the right to have Your Data corrected if they are inaccurate or incorrect and/or to complete them;
Right to erasure/right to be forgotten: right to request the erasure or deletion of Your Personal Data. This right may, however, be limited by Us by legal grounds or legitimate interest in maintaining said Personal Data. Such a request will result in the termination of the User's customer/user account, and the User will no longer be able to access the Sites or Services;
Right to object to direct marketing: the right to request or modify Your choice at any time to no longer receive communications relating to the offers of Services, Products, news or events from Us or third-party partners. In this case, You may use the hyperlink provided for this purpose in each email or promotional communication or the STOP SMS in each promotional SMS received. Users may also request to receive non-personalised communications on the Products and Services. We will then use our best efforts to inform our third-party partners unless such communication proves impossible or requires disproportionate efforts. In this case, You will be responsible for contacting the third party in question directly to request de-registration/ unsubscribing/ withdrawal from the receipt of said communications;
Right to withdraw consent at any time for consent-based data processing: the right to withdraw Your consent to the processing of Your Personal Data when such processing is based on consent; Right to data portability: the right to request copying, transferring Your Personal Data to another database. This right applies only to Personal Data provided by Users and provided that the processing is based on an agreement or consent and made using automated processes. We will return the Users the Data in a structured and legible format.
To exercise these rights, please use this form. If we do not satisfy Your request, You may contact us via email.
If We are a victim of a data breach or are aware of it, We will report it to the competent local authority and, when legally required, notify You of such breach.
Droommusic will comply with other applicable laws containing information security breach reporting/notification requirements, depending on the location of the data subjects and other relevant factors.
To contact Us, please go to: https://www.droommusic.com/contact/.