LAST UPDATED JUNE 20, 2012
When you register to use the Productiontrax.com Service, you agree to all of the terms and conditions of this Composer Agreement. The Composer Agreement sets forth various rules that govern your use of the Productiontrax.com Service. The two most important are:
· You will ONLY use content that you own or have the right to use.
· You will not otherwise infringe the intellectual property rights of a third party.
EXAMPLES OF PROHIBITED CONTENT
The following are examples of content that you are PROHIBITED from using on the Productiontrax.com Service unless you own the content or obtain the right to use it from the owner of the content:
· No Unofficial Recordings of existing Musicians, Bands, Fan Clubs, or other organizations without explicit authorization to use such content for sale of recordings.
· No content using the likeness of a third party without written release (ie images, voices, or songs).
· No compilation or "mixes" using the content of other artists.
· No recordings of live performances without authorization to make copies of such content for sale.
· No content downloaded from INTERNET.
· No pornographic, obscene, libelous or otherwise offensive material.
NOTICE OF INFRINGEMENT
If Productiontrax.com receives notice that you have allegedly used content that you do not own or have the right to use, Productiontrax.com can take various actions including:
· Disclosure of your sales and contact information to the owner of the content.
· Removal of your account from Productiontrax.com without compensation.
· Obtaining indemnification from you (which means you will be legally and financially responsible to Productiontrax.com for any damage you cause).
Please read the Productiontrax.com FAQs or Email us at firstname.lastname@example.org if you have any questions.
This Composer Agreement ("Agreement") is made by and between Productiontrax.com, owned by One Light Music Productions, Inc., an Arizona corporation, with offices at 11811 North Tatum Blvd, Suite 3031, Phoenix, AZ 85028 ("One Light Music" or “Productiontrax.com”) and you ("you" or "your"), a contributor of music, sounds, videos, or photos contained on the Productiontrax.com service. This Agreement contains the terms and conditions that govern your use of this Web Site.
BY CLICKING THE "I AGREE" BUTTON OR ACCESSING OR USING ANY PART OF THIS WEB SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE.
ONE LIGHT MUSIC/PRODUCTIONTRAX.COM RESERVES THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME. CONTINUED USE OF ANY PART OF THIS WEB SITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES. ACCORDINGLY, YOU SHOULD REVIEW THIS AGREEMENT FROM TIME TO TIME TO BECOME FAMILIAR WITH SUCH CHANGES.
1.1 "Productiontrax.com Service" means all of the services that Productiontrax.com offers, including but not limited to the "Composer Service," and all technology, processes and materials used to provide such services.
1.2 "Productiontrax.com Web Site" means the web site located at the domain names "productiontrax.com" and at such other domain names used to identify web sites on which One Light Music may offer the Productiontrax.com Service.
1.3 "Composer Service" means the service offered by Productiontrax.com that enables composers to upload and sell music to subscribers and visitors to the web site.
1.4 "Member" means any person or entity who opens and maintains an account with Productiontrax.com.
1.5 "Member Content" means any content supplied by the Member to the Productiontrax.com Service, including but not limited to the images, artwork, audio, video, trademarks, trade names and other data uploaded to Productiontrax.com, entered through Web forms, or mailed to Productiontrax.com (such as CD masters).
1.6 "Track" means any digital media file created, recorded, marketed or sold by a Track Creator using the Productiontrax.com Service, including Music, Sounds, Videos, and Photos, and all other digital media formats known throughout the universe.
1.7 "Track Creator" is a Member that creates, records, markets or sells Tracks using the Productiontrax.com Service.
1.8 "Subscription Service" means Productiontrax.com's fee-based subscription services.
2. General Rules
2.1 You will comply with all of the terms and conditions of this Agreement and all applicable laws, regulations and rules when you use the Productiontrax.com Service, whether you just browse the Productiontrax.com Web Site, use its freely-available services, or become a Member.
2.2 One Light Music will only provide the Productiontrax.com Service to persons and entities who can form legally binding contracts under applicable law. Without limiting the foregoing, minors may not use the Productiontrax.com Service.
2.3 One Light Music may modify the Productiontrax.com Service at any time with or without notice to you.
2.4 If One Light Music determines, in its sole and absolute discretion, that you will breach a term or condition of this Agreement by recording, creating, marketing or selling a Track that infringes the rights of others or otherwise does not meet the standards of the Productiontrax.com Service, One Light Music may cancel any order for such Track without any liability to you or any third party.
3. Opening an Account
3.1 To become a Member, you must open an account with Productiontrax.com through its online registration process. Only Members have the right to become Track Creators and use certain portions of the Productiontrax.com Service.
3.2 You must provide One Light Music with accurate and complete contact and payment information if you open an account with Productiontrax.com. You must promptly notify One Light Music if any of this information changes.
3.3 You will need to select a password if you open an account. You will be responsible for all use of your password, including, without limitation, any use by any unauthorized third party. You must notify One Light Music immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Productiontrax.com immediately if you become aware of any other breach or attempted breach of the security of the Productiontrax.com Service.
4. Your Conduct
4.1 Generally, you must use the Productiontrax.com Service in a manner that demonstrates good taste and respect for the rights of Productiontrax.com and third parties.
4.3 You will not use the Productiontrax.com Service to post content or to record, create, market or sell a Track that (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, rights of privacy and publicity, (ii) is libelous, defamatory or slanderous, (iii) condones, promotes, contains or links to warez, cracks, hacks or similar utilities or programs, (iv) is sexually suggestive or contains explicitly sexual content (including nudity), (v) does or may denigrate or offend any ethnic, racial, gender, religious or other protected group, through use of language, images, stereotypical depiction or otherwise, (vi) is designed to or does harass, threaten, defame or abuse others, (vii) exploits minors, (viii) encourages or depicts the use of drugs, alcohol or cigarettes or (ix) is generally offensive or in bad taste.
4.4 You will not (i) use "spam," "blast-faxes" or recorded telephone messages to market or sell Tracks, (ii) interfere with the Productiontrax.com Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware, (iii) modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Productiontrax.com Service, (iv) use a robot, spider or other device or process to monitor the activity on or copy pages from the Productiontrax.com Web Site, (v) collect electronic mail addresses or other information from third parties by using the Productiontrax.com Service, (vi) impersonate another person or entity, (viii) engage in any activity that interferes with any third party's ability to use or enjoy the Productiontrax.com Service or (ix) assist any third party in engaging in any activity prohibited by this Agreement.
4.5 Productiontrax.com may, from time to time, provide you with information relating to Members that purchase your Tracks. This information may include the Members' names and addresses. You may only use this information for purposes of your internal record keeping. Without limitation of any of the foregoing, you may not share or sell any of this information to a third party or use it to market or advertise any Tracks or services.
This Section will apply to you if you become a Member and choose to sell Tracks "for-profit" using the Productiontrax.com Service.
5.1 If you choose to sell Tracks "for-profit" using the Productiontrax.com Service, you must provide your taxpayer information to Productiontrax.com as is required by the IRS. If Productiontrax.com does not have current and valid taxpayer information for you on file for a particular month, payments due to you under this Agreement will be held until you have completed your payee information in your Composer Account Management Panel in accordance with section 5.6 of this agreement.
5.2 You can choose to sell Tracks "for-profit" using the Productiontrax.com Service by uploading a track to the Productiontrax.com Web Site. You may change the price of the track at any time from your account administration panel. Once a track has been purchased, your account will be credited the purchase amount of the track minus the Productiontrax.com Service fee (currently 35% of the track purchase price). If your track is sold at a discount, your account will still be credited the asking amount as defined by you in your account administration panel minus the Productiontrax.com Service fee. Compensation for tracks sold as part of a bulk license agreement with an institution, corporate client, or government entity will be governed by sections 5.8 and 6.6 of this agreement. If a sale is reversed or refunded to a customer for any reason, the sale will be removed from your composer account, and you will not receive compensation for that sale. You will not receive compensation for tracks used by Productiontrax.com as part of its marketing or advertising activities.
5.3 Productiontrax.com will make payment to members with a positive balance within 30 days of the final statement date (the last day of the previous month). Productiontrax.com will pay qualifying members by Check, PayPal, or Direct Deposit depending on the member’s payment preferences that are set in the Composer Account Management Panel. Productiontrax.com will not send payments to composers who have incorrect or incomplete payment information on file in their Payee Settings in the Composer Account Management Panel. Direct Deposit payments to Business Checking or Savings Accounts will be debited a $3.00 banking charge from the gross payment amount.
5.4 Productiontrax.com will make available to you an online sales report within 60 days of each month in which you sell a Track. The report will list for each such month (i) the number and type of all Tracks sold, (iii) any charges you must pay to Productiontrax.com (for example, charges due for additional services), (iv) all money or compensation you earn. The sales report may, from time to time, be changed to reflect the deduction of compensation owed to you for Tracks that are deemed unusable or are in breach of this Agreement.
5.6 If you have not provided Productiontrax.com with current payment information (such as your correct mailing address or your taxpayer information) or if a payment is returned to Productiontrax.com for any reason at the time Payments are processed (the 21st day of the following month in which you make a sale), Productiontrax.com will hold the payment due to you and re-try disbursement at the end of the calendar year (on or before December 31). If at that time you still have not provided Productiontrax.com with your complete and accurate payment information, and Productiontrax.com is unable to pay you, you will forfeit any and all rights to compensation under this agreement for all payments held, and Productiontrax.com will not be required to make payments to you for tracks sold in the calendar year in which your payments were held.
5.7 If you terminate your account, Productiontrax.com will make a final payment of your remaining balance within 30 days, unless the payment is held for any of the reasons listed above. If your acccount is terminated, and Productiontrax.com does not have valid or complete payee information on file, Productiontrax.com and One Light Music will not be required to make final payment of your remaining balance. The Productiontrax.com composer account set up fee will not be refunded.
5.8 Bulk License Agreements. From time to time, Productiontrax.com may license access to the Productiontrax.com service in bulk and/or at negotiated rates. The rights granted by these licensing activities are governed by section 6.6 of this agreement. Productiontrax.com will monitor and report access to your content by these licensees and compensate you according to percentage of access granted times 50% of the bulk license rate. (For example, if you have 10 downloads of music to a client that that has 70 downloads total that sold at $1000 for a bulk license, your compensation would be 1/7 x (.5 x 1000) = $71.40 per license). Such access and payments will be included on your productiontrax.com monthly statement. Dates of payment will depend on and match the duration of the license agreement. (For example, if the bulk license is paid annually, you will receive an annual payment. If the license is paid quarterly, you will receive a quarterly payment.)
6. Intellectual Property Rights
6.1 Productiontrax.com Service: Productiontrax.com will solely and exclusively own all intellectual property and other rights, title and interest in and to the Productiontrax.com Service, and Productiontrax.com will have the sole and exclusive right to obtain trademark and copyright registrations, patents and other protection therefore, and you will not acquire any right, title or interest therein, under this Agreement or otherwise.
6.2 Rights to Member Content: You will retain all rights to your Member Content. You hereby grant to Productiontrax.com a royalty-free, worldwide, nonexclusive, right and license to use your Member Content in connection with the advertising, promotion, production and sale of the Tracks you choose to sell in accordance with this Agreement; this includes sales in file formats other than MP3, in which case Productiontrax.com provides converted files on one (1) CD ROM to the customer; Productiontrax.com may, from time to time, produce free samplers for PR, advertising, and marketing purposes for the Productiontrax.com service containing your member content. Productiontrax.com will never represent that it owns your Member Content. If you or Productiontrax.com terminate your account, Productiontrax.com will cease its use of your Member Content as soon as reasonably practical. You also hereby grant purchasers of your Content the rights to use said Content in accordance with the provisions outlined above in the Productiontrax.com End-User License, or in any non-exclusive agreement entered into by Productiontrax.com on your behalf.
6.3 Members may elect to enroll in the Productiontrax.com CD Library Distribution Program through the Composer Account Management Panel. Participation in the Productiontrax.com CD Library Distribution Program will be governed by the Productiontrax.com CD Library Distribution Program Terms and Conditions.
6.4 Productiontrax.com may, at any time, with or without notice to you, edit your track descriptions and/or classification options for your member content in order to maintain site quality standards.
6.5 Members may elect to enroll in the Productiontrax.com Publishing Program through the Composer Account Management Panel to allow direct licensing for additional rights to select customers. Participation in the Productiontrax.com governed by the Productiontrax.com Publishing Agreement.
6.6 Productiontrax.com may license the limited or unlimited access to the entire Productiontrax.com library in bulk at a negotiated cost under separate license conditions. At no time will rights granted in these licenses grant rights not outlined in the Productiontrax.com end-user license or this agreement. At no time will Productiontrax.com claim ownership of your member content. Compensation for bulk licensing will be governed by section 5.8 of this agreement. You may opt out of bulk licensing at any time from your Productiontrax.com composer account.
7. Representations and Warranties
7.1 Each party represents and warrants to the other party (i) that it has the full power and authority to enter into and perform under this Agreement, (ii) the execution and performance by it of its obligations under this Agreement do not constitute a breach of or conflict with any other agreement or arrangement by which it is bound, or any applicable laws, regulations or rules, and (iii) this Agreement is a legal, valid and binding obligation of the party executing this Agreement, enforceable in accordance with its terms and conditions.
7.2 You represent and warrant to Productiontrax.com that any content you submit to Productiontrax.com and any Track that you create, record, market or sell using the Productiontrax.com Service will not infringe the copyright, trademark, patent, trade secret, rights of privacy and publicity or other legal right of any third party.
8. DISCLAIMERS, EXCLUSIONS AND LIMITATIONS
8.1 PRODUCTIONTRAX.COM PROVIDES THE PRODUCTIONTRAX.COM SERVICE ON AN "AS IS" BASIS. PRODUCTIONTRAX.COM DOES NOT REPRESENT OR WARRANT THAT THE PRODUCTIONTRAX.COM SERVICE OR ITS USE (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. PRODUCTIONTRAX.COM MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.
8.2 THE THIRD-PARTY LINKS, SERVICES, RESOURCES AND INFORMATION THAT PRODUCTIONTRAX.COM PROVIDES ON OR MAKES AVAILABLE THROUGH THE PRODUCTIONTRAX.COM WEB SITE ARE NOT CONTROLLED BY PRODUCTIONTRAX.COM. ACCORDINGLY, PRODUCTIONTRAX.COM MAKES NO WARRANTIES REGARDING SUCH THIRD-PARTY SERVICES, RESOURCES AND INFORMATION, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR YOUR USE OF OR RELIANCE ON SUCH THIRD-PARTY SERVICES, RESOURCES OR INFORMATION.
8.3 PRODUCTIONTRAX.COM WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE PRODUCTIONTRAX.COM SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.4 EXCEPT FOR A BREACH OF A PARTY'S REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THIS AGREEMENT EXCEED THE GREATER OF (i) THE AMOUNT PAID BY PRODUCTIONTRAX.COM TO YOU DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (ii) $100.
You will indemnify and hold Productiontrax.com and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Indemnified Parties") harmless from any damage, loss, cost or expense (including without limitation, attorneys' fees and costs) incurred in connection with any third-party claim, demand or action ("Claim") brought against any of the Indemnified Parties insofar as such Claim alleges facts or circumstances that would constitute a breach of any provision of this Agreement by you. If you are obligated to provide indemnification hereunder, Productiontrax.com may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense. Without limitation of the foregoing, you will not settle, compromise or in any other manner dispose of any Claim without the consent of Productiontrax.com. If you are obligated to provide indemnification hereunder, Productiontrax.com may withhold any payment it is otherwise required to make to you under Section 5 as a set off against your indemnity obligations.
10. Third-Party Services.
11. Additional Terms.
The following agreements, rules and policies contain additional terms and conditions that govern your use of the Productiontrax.com Service. Productiontrax.com reserves the right to make changes to such agreements, rules and policies at any time. Continued use of any part of the Productiontrax.com Service constitutes your acceptance of such changes. Accordingly, you should review such agreements, rules and policies from time to time to become familiar with such changes. If the terms of any of the following conflict with the terms of this Agreement, the terms of this Agreement will govern and be given precedence.
11.3 Productiontrax.com may receive a notice of claimed infringement and take appropriate action under its Intellectual Property Rights Policy.
11.4 Productiontrax.com may return and refund sales in accordance with its Refund and Returns Policy.
12.1 In its sole and absolute discretion, with or without notice to you, Productiontrax.com may (i) suspend or terminate your use of the Productiontrax.com Service, (ii) terminate your account, (iii) remove any of your Tracks from Productiontrax.com's servers and (iv) prohibit you from uploading new tracks.
12.2 If you are a Member, you may terminate your account for any reason at any time by emailing technical support a termination request containing your username.
12.3 This Agreement will survive indefinitely unless and until Productiontrax.com chooses to terminate it, regardless of whether any account you open is terminated by you or Productiontrax.com.
12.4 If you or Productiontrax.com terminate your account, or if Productiontrax.com takes any action pursuant to Section 12.1, Productiontrax.com may delete any web sites, web pages, files, graphics or other content or materials relating to your use of the Productiontrax.com Service on Productiontrax.com's servers or otherwise in its possession and Productiontrax.com will have no liability to you or any third party for doing so. If you or Productiontrax.com terminate your account you must immediately cease representing yourself as a Member.
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) hand delivery, (ii) certified U.S. mail, return receipt requested, postage prepaid, (iii) overnight courier, or (iv) electronic mail. If you give notice to Productiontrax.com, you must use the address first set forth above or the following email address: email@example.com. . If Productiontrax.com provides notice to you, Productiontrax.com must use the contact information provided by you to Productiontrax.com. All notices will be deemed received as follows: (i) if by hand-delivery, on the date of delivery, (ii) if by delivery by U.S. mail, on the date of receipt appearing on the return receipt card, (iii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iv) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated.
This Agreement will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Arizona without reference to conflict of law principles. Any action or proceeding to enforce this Agreement will be brought in the federal or state courts located in Maricopa County, Arizona. This Agreement will not be assignable or transferable by you without the prior written consent of Productiontrax.com. This Agreement (including all of the agreements, rules and policies described in Section 11, which are hereby incorporated herein by this reference) contains the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement. You and Productiontrax.com are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.