LAST UPDATED SEPTEMBER 15, 2016.
GENERAL TERMS AND CONDITIONS
THE WEBSITE DIGITALMUSICUNIVERSE.COM (THE “SITE”) AND ALL RELATED NON THIRD PARTY PRODUCTS, PLATFORMS, AND SERVICES AVAILABLE ON OR FROM THE SITE (THE “SERVICES”) ARE OWNED AND OPERATED BY DIGITAL MUSIC UNIVERSE, S.A. (TOGETHER WITH ITS PARTNERS, AFFILIATES, SUCCESSORS, AND ASSIGNEES HEREINAFTER REFERRED TO AS “OUR”, “WE”, “US” OR “DMU”). THIRD PARTY SERVICES OFFERED BY OR THROUGH US MAY HAVE INDEPENDENT TERMS AND CONDITIONS OR POLICIES THAT YOU MUST AGREE TO IN ORDER TO USE THEIR SERVICE. IT IS YOUR RESPONSIBILITY TO REVIEW AND AGREE TO THEIR TERMS AND CONDITIONS OR POLICIES.
BY ACCESSING AND USING THE SITE AND THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, OUR SPECIFIC TERMS AND CONDITIONS APPLICABLE TO CERTAIN SERVICES YOU MAY ELECT TO USE, WHICH SET FORTH THE ENTIRE AGREEMENT PERTAINING TO YOUR USE OF THE SITE AND SERVICES, AND SUPERSEDE ALL PRIOR VERSIONS OF THE TERMS AND CONDITIONS.
IN THE EVENT ANY SPECIFIC TERMS AND CONDITIONS OR POLICY CONFLICTS WITH ANY OTHER TERMS AND CONDITIONS OR POLICY, THE TERMS AND CONDITIONS OR POLICY THAT PROVIDES THE GREATEST PROTECTION TO US SHALL APPLY.
WE RESERVE THE SOLE RIGHT AT ANY TIME TO MODIFY, DISCONTINUE, OR TERMINATE ANY SERVICE OR THE SITE, OR CHANGE, ADD, OR DELETE PORTIONS OF THESE TERMS AND CONDITIONS WITHOUT NOTICE. WE WILL POST CHANGES TO THESE TERMS AND CONDITIONS, IF ANY, TO THE SITE. IT IS YOUR RESPONSIBILITY TO CHECK THE SITE PERIODICALLY FOR CHANGES. YOUR CONTINUED USE OF THE SITE AND SERVICES AFTER ANY CHANGES CONSTITUTES YOUR ACCEPTANCE OF THE REVISED TERMS AND CONDITIONS. YOU MAY NOT ALTER ANY OF THE TERMS AND CONDITIONS WITHOUT THE COMPANY’S EXPRESS WRITTEN CONSENT.
THESE TERMS AND CONDITIONS ARE LEGALLY BINDING AGREEMENTS. IF YOU USE THE SITE AND THE SERVICES ACTING AS THE REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, COMPANY, OR ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH INDIVIDUAL OR ENTITY AND YOU GUARANTEE COMPLIANCE BY SUCH INDIVIDUAL OR ENTITY WITH THESE TERMS AND CONDITIONS (HERE AND AFTER YOU WILL BE KNOWN AS “YOU” OR “LABEL” OR “USER” AND MAY BE USED INTERCHANGEABLY).
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, REFRAIN FROM USING THE SITE OR SERVICES.
a. “Album” means a combination of 2 or more tracks with a maximum of 30 tracks submitted and sold as an individual unit. Each Album consumes 5 Credits when submitted. Any single that consists of a track longer than 10 minutes shall be considered an album submission. No one track can be longer than 20 minutes.
b. “Annual Subscription” means a subscription to a Bundle paid on an annual basis.
c. “Annual Subscription Fee” means the fee collected annually from the subscribers of an Annual Subscription.
d. “Artist” means an individual or combination of individuals listed as the creator of Content.
e. “Artist Slot” means the number of Artists that are permitted to be set up by a Label under their purchased Bundle.
f. “Bundle” means the set of services offered on a subscription basis to users of the Service as set forth on the DMU website pricing page located at http://digitalmusicuniverse.com/pricing/.
g. “Bundle Set Up” means the initial set up of the Label in the DMU system for further submission and distribution of Content.
h. “Composition” and “Musical Composition” means a single musical composition, irrespective of length, including all spoken words and bridging passages, including a medley, as well as the copyrights in and to the Compositions.
i. “Content” means Singles and Albums, including all related artwork and metadata, submitted by Labels for distribution hereunder.
j. “Credit(s)” means credits for the submission of Content issued to Labels upon the payment of set up fees, subscription fees, or otherwise purchased, as set forth herein.
k. “DMU Retailers” or “Retailers” means the retailers set forth for the distribution of Content under each Bundle.
l. “DMU Style Guide” means DMU’s submission and metadata requirements, as such may be updated from time to time at DMU’s discretion. The current DMU Style Guide is located under the “help” link for each applicable field in the submission process. The DMU Style Guide may also be referred to as Submission Specifications.
m. “Electronic Transmission” means any transmission of a Content to the consumer, whether sound alone, sound coupled with an image, or sound coupled with data, in any form, analog or digital, now known or later developed (including, but not limited to, “cybercasts,” “webcasts,” “streaming audio,” “streaming audio/video,” “digital downloads,” direct broadcast satellite, point-to-multipoint satellite, multipoint distribution service, point-to-point distribution service, cable system, telephone system, broadcast station, and any other forms of transmission now known or hereafter devised) whether or not such transmission is made on-demand or near on-demand, whether or not a direct or indirect charge is made to receive the transmission and whether or not such transmission results in a specifically identifiable reproduction by or for any transmission recipient.
n. “Label” means rightsholder of Content directly engaging with the Service. Each Label represents one or more Artists. Label names are created during registration. Label names must be unique, are on a first come first serve basis, and cannot be changed once created.
o. “Legal Claim” means a summons, lawsuit or other legal action filed in a court alleging infringement of any rights of any third party (including, without limitation, any claim for trademark or copyright infringement, defamation, unfair competition or infringement of privacy or publicity) in connection with any Content.
p. “Mechanical Royalties” means royalties payable to any person for the right to reproduce and distribute copyrighted Musical Compositions and other copyrighted materials (if any) on Content.
q. “Monthly Subscription” means the subscription to a Bundle paid on a monthly basis.
r. “Monthly Subscription Fee” means the fee collected monthly from the subscribers of a Monthly Subscription.
s. “Party” means each of DMU and Labels.
t. “Retailer” means the retail platform for the sale of Content operated by any retailer that DMU provides content to.
u. “Retailer Tickets” means tickets or flags by retailers on the submission of Content to retailers under this Agreement. Retailer Tickets are issued at retailer’s sole discretion for various reasons and affect DMU’s reputation and ability to submit Content as well as sound recordings from other providers to retailers.
v. “Revenue” means income actually received by DMU from the exploitation of the Content. Revenue that is received by DMU may have been subject to taxes, surcharges or fees imposed by government agencies or Retailers before payment is received by DMU, however, once received by DMU, there shall be no further deductions from Revenue unless otherwise noted. DMU shall have no obligation to pay Labels for revenue which DMU has not actually received until such time as DMU receives such revenue. Notwithstanding the foregoing, in the event DMU receives Revenue in a currency other than US Dollars, DMU may deduct fee related to the conversion of the Revenue to US Dollars for the purpose of payment under this Agreement.
w. “Rights Dispute” means a dispute regarding ownership or control of a piece of Content or a takedown request regarding a piece of Content from any party, which in each case is not a Legal Claim.
x. “Service” means the combination of services, including but not limited to digital distribution, offered by DMU to Labels and Artists.
y. “Single” means a single track submitted and sold as an individual unit. Each Single consumes 1 Credit when submitted. Any single that consists of a track longer than 10 minutes shall be considered an album submission. No one track can be longer than 20 minutes.
z. “Territory” means the Territory in which DMU has the exclusive right to distribute and promote your content. For the purposes of these Terms and Conditions the Territory shall be the UNIVERSE.
USE OF SITE AND SERVICES
a. Site and Services Use License.
1. Subject to these Terms and Conditions and only to the extent expressly permitted by the functionality of the Site and Services, you are granted a limited, non-transferable, revocable, non-exclusive, and non-assignable right to use, access, and interact with the Site, Services, and Site Content. You understand that the Site and associated Content is only for your personal and non-commercial use, except for your use of certain Services in accordance with their specific terms and conditions that allow commercial activities. Except as permitted by these Terms and Conditions, your own use of your User Content, or the functionality of the Site, no Site Content may be copied, downloaded, distributed, modified, framed, transmitted, reproduced, republished, redirected, displayed, posted, forwarded, sold, or otherwise used in any form or by any means, in whole or in part, and no statements or implications herein should be construed as granting any license or right to use any Site Content, including logos, trademarks, service marks, slogans or taglines of us or third parties, or any software or code relating to the Site or Services.
b. For a list and description of specific services go to http://digitalmusicuniverse.com/pricing/
CONTENT SUBMITTED BY YOU
a. User Content.
1. You are solely responsible for all materials and content that are submitted by you or through your account for posting, publication, display, distribution, performance, or other use on the Site or in connection with any Service, including without limitation, music, sound recordings, musical works, compositions, videos, photographs, pictures, graphics, names, likenesses, images, copyrights, trademarks, service marks, logos, biographical information, chat, messages, files, code, data, metadata, text, software, links, your Registration Information, content from your Third Party Account, and any other information or materials (“User Content”).
2. We are not responsible for any User Content that may be lost or unrecoverable through your use of the Site or Services, and you are encouraged to archive your User Content regularly and frequently through physical copies or private file backups.
3. You must submit User Content to the Site and Services in compliance with our submission specifications. Our submission specifications are available in your Dashboard or otherwise on the Site. We reserve the right to refuse to accept and/or cause the removal of any User Content for any reason and at our sole discretion and without notice to you.
4. As between you and us, and subject to our rights in these Terms and Conditions, you shall retain all rights in the User Content and nothing in these Terms and Conditions shall constitute a transfer to us of ownership of any User Content.
5. You hereby acknowledge and agree that we may, at our sole discretion, disclose User Content in order to: (A) comply with law enforcement, court orders, or the legal process; (B) protect the rights and safety of individuals; or (C) settle disputes over intellectual property ownership. You understand and agree that in connection with the rights granted herein, we have the right, but no obligation, to remove, monitor, market, promote, advertise, or otherwise use your User Content.
b. Licenses to User Content.
1. By submitting User Content to the Site or in connection with any Service, you automatically grant to us a non-exclusive, transferable, royalty free, license throughout the universe, and in any manner and media now known or hereafter developed, to prepare, review, copy, reproduce, convert, host, distribute, transmit, stream, publicly perform, display, modify, adapt, excerpt (in whole or in part), publish, promote, advertise, market, create derivative works from, and otherwise use all or any portion of the User Content, and to grant and authorize sublicenses of the foregoing, in connection with the Site and Services and the functionality thereof; provided, however, we will not sell or otherwise commercially distribute for a fee User Content except in connection with your express use of a Service or program offered by us that provides such functionality.
2. The foregoing grant of rights includes, without limitation, our right to (but not obligation to):
2.1. Use User Content, including names, pictures, likenesses, images, voices, performances, biographical materials, and web links to websites that you control, in each case in connection with marketing, advertising, or promoting User Content, you, the Site, the Services, or us;
2.2. Submit or transmit User Content to third parties in connection with any applicable Services or program offered by us which you elect to use, in any format (e.g., MP3, streaming, or otherwise) in accordance with the functionality of such Service or program;
2.3. Display any and all lyrics associated with a musical composition embodied in User Content in connection with the Site or Services or program offered by us;
2.4. Have the exclusive right in the Territory to distribute any and all Content to the Retailers, which during the Term is owned or controlled by Label or Label affiliates, and is delivered to the DMU by Label in accordance with this Agreement.
2.5. Have the exclusive right to sell and distribute the Label Content throughout the Territory to the Retailers in digital, mobile and electronic format including, but not limited to, the right to copy, reproduce, display, publicly perform, host, distribute, sell and transmit Label’s Content in the Territory directly to consumers by means of any and all media now known or hereafter devised, including, without limitation, as an Electronic Transmission.
2.6. Publicly perform Content hereunder and to sublicense such rights to Retailers solely for the purposes of the Retailers streaming the Content or for the Retailers’ promotion of the applicable Content. DMU will also have the right to edit Content into shorter works (“Clips”) solely for the Retailers’ discovery, promotion and exploitation of Content without further approval from Label. As between DMU and Label, Label shall be responsible for all clearances and payments of any kind whatsoever in respect of such use, including without limitation, for use of the compositions embodied in the Clips.
2.7. (i) Publicize, promote and advertise the Label Content and to cause or permit others to do so, and (ii) allow Retailers to exploit the Content. In addition, we will have the right to use, print, disseminate and publish and to permit others to use and publish each artist’s and each producer’s likeness, name, voice, sound effects and biographical material, or any reproduction or simulation thereof, solely in connection with the sale, advertisement, promotion, distribution and exploitation, as applicable, of the artists or producers of Content, without payment of additional compensation to Label or any other person. All material provided by Label to us hereunder may be edited solely to fit the format of the specific use without further approval from Label.
2.8. Sub-license the rights granted by the Label to DMU in this Agreement as necessary to Retailers solely to fulfill the purposes of this Agreement, including but not limited to those rights necessary to promote, market, advertise, distribute and sell the Content to consumers. DMU´s grant of rights to Retailers or use of the Content shall always be subject to the terms and limitations of this Agreement
2.9. Have the grant of rights in this Section survive your removal of User Content from the Site, the termination of your use of the Site or Service, or any other termination of these Terms and Conditions unless we receive written notice of termination of this license from you, at which point this license will expire and we will stop using the specified User Content within thirty (30) days; provided, however, that with respect to Site Downloads, the grant of rights to end users will survive your removal of such User Content from the Site indefinitely.
2.10. Notwithstanding anything to the contrary contained herein, have the right, without liability to the Label and without limiting our other rights, to decline to distribute or to discontinue the distribution of any Content, Artist or Label hereunder if: (a) in the opinion of DMU’s legal counsel, such distribution will violate a statute, law or regulation, or violate any rights of any persons or entities; or (b) the newly submitted Content does not comply with the current submission specifications that have been provided to Label. Submission specification may be updated from time to time WITHOUT notice to Label.
c. Representations and Warranties. By submitting User Content to the Site or in connection with any Service, you acknowledge, represent, and warrant that:
1. You own or control all necessary rights in and to the User Content, and you have the full right and authority to grant the rights, licenses, and permissions in these Terms and Conditions;
2. The exercise of the rights granted by you herein shall not violate any laws or otherwise infringe upon the rights of any person or entity, including copyright, trademark, privacy, publicity, or other personal or proprietary rights, or contain libelous, defamatory or otherwise unlawful materials;
3. The exercise of the rights granted by you herein shall be without any obligation to make any payment of any nature to you (except as expressly provided in connection with any Service) or any other person or entity;
4. To the extent that you receive payments from us in connection with any Service, you acknowledge and agree that any such payments to you are inclusive of all payments otherwise due to any person or entity;
5. You have and will have the right to record the selections recorded on the Content. Neither the Masters included in the Content, nor the performances embodied thereon, nor any other Materials as hereinafter defined, nor any authorized use thereof by DMU or its grantees, licensees or assigns, will violate or infringe the rights of any third party; and
6. To the extent you do not own any underlying musical compositions, sound recordings, samples, publicity rights, or other materials or content in your User Content, it is your obligation to secure all appropriate permissions, clearances, licenses, or other authorizations and agreements, and, as applicable, to pay directly all third party fees and royalties as may be required, including, but not limited to, with respect to artists, band members, authors, co-authors, copyright owners and co-owners, publishers, producers, musicians, performers, writers, unions, guilds, collectives, or any other person or third party who performed in the making of your User Content, and in connection with mechanical royalties, digital phonograph delivery royalties, public performance royalties, payments that may be required under any collective bargaining agreements or statutory schemes, or any other royalties, fees, and/or sums payable with respect to your User Content, and at our request you shall provide us with confirmation of such authorizations and payments.
FEES AND DISCOUNTS
a. Certain parts of the Site and Services may be accessed and used without charge. For use of certain Services, you are required to pay applicable fees which may change from time to time subject only to your right to terminate such Services in accordance with the terms thereof. Fees vary by Service. Current fee schedules are available on the Site or in your Dashboard. You are responsible for payment of all applicable fees incurred by your Site account. All fees due from you to us hereunder, including to the extent applicable, monthly subscription fees, annual subscription fees, one-time product purchase fees, recurring fees, annual renewal fees, third party fees, applicable taxes, charge-back fees, resubmission fees, late payment fees, takedown fees, change request fees, and reinstatement fees, are referred to herein as “Fees”.
b. All current Fees and Discounts for services offered by DMU are defined on the DMU website pricing page located at http://digitalmusicuniverse.com/pricing/
c. Fees may be charged on a monthly or yearly recurring basis while other Fees may be onetime only charges.
d. All discounts will be applied at the time of charge.
e. UPCs and ISRCs will be provided free of charge for each newly submitted Content requiring the assignment of a UPC and/or ISRC by DMU, as applicable.
f. DMU shall pay Label one hundred percent (100%) of all Revenue from the sale of the Releases. Label shall be responsible for all payments due to its Artists resulting from this Agreement.
PAYMENTS AND REFUND POLICY
a. You agree that we may charge all Fees to the payment method (e.g., credit card, debit card, bank account, PayPal account, other online payment accounts, etc. and including your Digital Music Universe Credit Account) you have provided in your Dashboard. You are responsible for the timely payment of all Fees. It is your responsibility to notify us if your payment method has changed by making the appropriate changes to your account settings. If you do not provide a valid payment method, or if your designated payment method is determined by us to be inactive for any reason, we may immediately discontinue providing Services to you or deduct the unpaid fees from any other payment method associated with your account, including your Digital Music Universe Credit Account containing your Revenue, in DMU’s sole discretion. You agree not to cause your credit, debit card, PayPal or other payment company to reverse or “chargeback” any Fees charged in accordance with these Terms and Conditions; and in the event you do so, we may terminate your use of the Site and Services, and you agree to reimburse us for any costs incurred in responding to such chargeback, including, without limitation, our actual costs paid to the credit, debit card, PayPal, or other payment company, including chargeback fees, and the value of the time our employees spend on the matter as determined by our discretion in good faith.
b. All Fees for DMU services and offerings shall be prepaid and are due on the date of sign up. Recurring, Subscription, or Renewal Fees will be due on or before each applicable recurring date in accordance with the recurring period selected. If Label fails to make any payment when due, DMU shall be entitled 1) to withhold payment of all Revenues due to Label until such time as Label pays all unpaid Fees and 2) to charge the payment to the credit card or any other method payment duly established, including your Digital Music Universe Credit Account contain you Revenue. If fees are not able to be paid from any method, the account will be suspended, no revenue can be withdrawn from the account and no further activities will take place on the account. If account is unpaid for 60 days, account will be shut down and releases taken down at DMU’s option. To reactivate a suspended account, a new setup fee will be charged to reinstate the account and any content that was taken down to lack of payment will need to be resubmitted.
c. DMU Credit Account.
1. In connection with certain Services for which proceeds may be due and payable to you, we will post such proceeds in U.S. Dollars to an account designated as your account and available for review in your Dashboard (“Digital Music Universe Credit Account”). Funds designated in your Digital Music Universe Credit Account will be pooled in a bank account with other Service user´s funds until you withdraw such funds. You will not receive any interest or other earnings on funds posted to your Digital Music Universe Credit Account. You acknowledge that we may collect and receive interest or other earnings or incentives from banks that hold proceeds in a pooled account, and you waive and irrevocably transfer and assign to us any rights that you may have therein.
2. In connection with certain Services for which proceeds may be due and payable to your Digital Music Universe Credit Account, you will be able to withdraw funds posted to your Digital Music Universe Credit Account to any payment method currently available to you through the DMU Dashboard designated by you once your Digital Music Universe Credit Account balance has a minimum amount of five dollars ($5.00 U.S.) plus any applicable transaction fees. You are always responsible for paying all applicable transaction fees, bank fees, or other charges related to your withdrawal of your funds. Withdrawals from a Digital Music Universe Credit Account may only be made to an account associated with the authorized user of the Digital Music Universe Credit Account. It is your responsibility to ensure that all of your account information is correct and updated as necessary. We will not be responsible for any payments made to the wrong account. If you withdraw less than one hundred dollars ($100.00 U.S.) you will be charged ten dollars ($10.00 U.S) in addition to any transaction fees.
3. You agree that we are authorized to deduct all Fees or other amounts due to us from any monies held on your behalf in your Digital Music Universe Credit Account as the first and primary method of payment. With respect to payments posted to your Digital Music Universe Credit Account, you shall be solely responsible and liable for, and we shall have no responsibility or liability for, any bad debts, fraudulent purchase activity, disputed payments, and refunds, and in connection therewith, we may deduct amounts from your Digital Music Universe Credit Account. You further agree that if we receive any claim or threat or a claim that is related to your use of the Site or Service, or if we have, in our good faith discretion, reason to suspect that you or your account is in violation of these Terms and Conditions, we may block your ability to withdraw funds from your Digital Music Universe Credit Account, and such funds or portion thereof, at our election, will be forfeited by you and automatically and irrevocably transferred and assigned to us. If in our reasonable business judgment we elect to engage an attorney to review or respond to any claim or threat of a claim with respect to your use of the Site or Services, we shall, in our sole discretion, have the right to deduct from your Digital Music Universe Credit Account or charge your account an additional fee of a minimum of five hundred U.S. dollars ($500.00 U.S.) to offset the costs of associated legal fees and expenses. Any deduction(s) pursuant to this Section will not relieve you of any obligation to pay the remainder of any amounts due from you to us.
4. Any objection relating to funds posted to your Digital Music Universe Credit Account or related sales and accounting data, or any claim arising therefrom, must be made through the following e-mail: firstname.lastname@example.org no later than 90 days after the date such funds are posted to your Digital Music Universe Credit Account, and you hereby waive any longer statute of limitations that may be permitted by law.
5. In connection with your Digital Music Universe Credit Account, you may be required to provide to us with proof of identification and your taxpayer information as may be required by law.
d. On a monthly basis, DMU shall deposit in your Digital Music Universe Credit Account 100% of the Revenue received for the sale of your Content. Label shall be solely responsible for all payments to its Artists resulting from this Agreement. DMU agrees that, on a monthly basis, it will provide to Labels all of the sales data related to that period.
e. All payments to and from DMU to and from Label shall be made in US Dollars via any payment method currently available to you through the DMU Dashboard. Label shall be responsible for all costs and fees associated with these types of payments. If DMU incurs costs and fees at the time of payment to Label all such fees and costs shall be deducted from the amounts payable to Label at the time such payments are made.
1. We may in our discretion provide free trials of certain Services for a limited period of time so that you have an opportunity to “try before you buy.” If you are not satisfied or do not wish to use the Service any longer, please cancel the Service prior to the end of the free trial period or the renewal date, as applicable. We do not offer refunds for our Services once the free trial period has expired and you have elected to continue your use of the product.
2. If you elect to cancel your subscription to a Service, we do not provide a refund for the remainder of the applicable billing period.
3. Digital Music Universe will provide a refund in the case of (A) a service/product malfunction which you have reported to email@example.com while the applicable Service is still active, so that the malfunction can be verified; and (B) a billing error for an unsubscribed Service for which you have provided confirmation of the unsubscription before (not on or after) the renewal date on file for the Service in question.
a. In order to use certain parts of the Site and Services, you must register as a user and create an account on the Site. As part of the registration process, you will provide a username, password, email address, label name, and other information and materials (the “Registration Information”) for your Site account. You may also be able to register as a user of the Site with certain third party social networking sites (e.g., Facebook, Twitter, YouTube, etc.) (a “Third Party Account”), and in connection therewith, you allow us to access, store, and use content or information relating to your Third Party Account, and any content or information in your Third Party Account used on the Site or with the Services shall be “Registration Information” hereunder. We may accept or reject your user registration in our sole discretion.
c. You are responsible for keeping your free account active. If a user does not log in to a free account for three (3) months or more from the date of the last log in, the account may be considered inactive. Inactive accounts may be permanently removed without notice.
d. You alone are responsible for maintaining the security of your Registration Information and for all uses of the Site and Services in the name of your account. Upon registration, you will have a “Dashboard” page on the Site where you can manage your use of the Site and Services (your “Dashboard”).
e. You are responsible for maintaining access to the email address associated with your account. We are unable to restore access to your account if you lose access to the email address associated with the account.
f. Age Restriction.
1. The Site and Services are intended for use by persons 18 years of age or older. The Site and Services are not intended for children under the age of 13. Children under the age 18 but at least 13 years of age may use the Site and Services only with the verifiable consent of a parent or legal guardian who has agreed to be bound by these Terms and Conditions. SOME AREAS OF THE SITE MAY CONTAIN MATERIAL THAT IS INAPPROPRIATE FOR MINORS.
a. Label agrees to submit all of the data in the form set forth in the DMU Style Guide and provide all of the metadata and audio files to us via DMU’s Submission Portal. Label shall be responsible for working with its Artists to obtain all of the relevant information as required by DMU to complete the requirements of the Submission Portal. DMU shall determine in its sole discretion Label’s compliance with the DMU Style Guide. In the event, DMU determines Content does not comply with the Style Guide, DMU shall notify the Labels via the Dashboard as soon as possible, and the Label shall be solely responsible for the correction of the Content. Where DMU finds repeated errors in the Content submissions, DMU reserves the right to cease acceptance of Content, until the Label has corrected their submission process, at their sole expense, and such correction has been approved by us.
b. DMU shall assign UPCs and/or ISRCs to all Content prior to submission as requested. UPCs and ISRCs are included as part of the package but cannot be used anywhere outside of the DMU system and cannot be transferred or resold. Use for anything else other than DMU distribution will result in a fee of $25.00 U.S. per UPC or ISCR plus any revenue made by the label from such usage. The fees may be deducted from revenues or any other payment methods.
c. Label shall be solely responsible for the translation of all metadata and related materials to a supported language prior to submission of the Content, as set forth in the DMU Style Guide, including but not limited to all costs related to such translation. DMU reserves the right to refuse any Content submitted without supported language metadata and materials.
d. Where the Content causes more than one (1) Retailer Ticket in a one month period, DMU may, in its sole discretion and upon notice to the Label, cease deliveries of Content to all Retailers, until such time as the Label has corrected the issues or errors in the Content (including the metadata and other materials) causing the Retailer Tickets to be issued, at Label’s sole expense. Notwithstanding the foregoing, in the event any retailer takes punitive action against DMU as a direct result of a Retailer Ticket issued against the Label’s Content, DMU may immediately cease deliveries of Content to all retailers and shall notify the Label as soon as possible thereafter.
e. Label assumes full and sole responsibility for paying Mechanical Royalties due to writers and publishers of the Compositions for all uses of the Content under these Terms and Conditions, including, but not limited to, for the sale of Content in the United States, India, Japan, Brazil and all other territories.
f. Label will be fully responsible for and will pay all third party costs incurred in connection with royalties and other payments to the artists, producers and any other third party royalty participant, which may become due and payable with respect to Content distributed by DMU.
g. Label shall be responsible for all communication and assistance to Artists.
INTELLECTUAL PROPERTY RIGHTS
a. All rights, titles and interest in and to the materials provided on this Site, may be owned by us or by third parties. Except as otherwise expressly provided by DMU, none of the Materials may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on this Site shall be construed to confer any license under any of DMU's intellectual property rights. The documents uploaded by the user including information, documents, logos, graphics, sounds and images are owned by the user and cannot be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way, without the authorization of the user. DMU owned the right established in section named CONTENT SUBMITTED BY YOU.
COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS
a. When accessing the Site or using our Services you agree to obey the law and you agree to respect the intellectual property rights of others. Your use of the Service and the Site is at all times governed by and subject to the laws of the State of New York, USA or U.S. federal laws, if applicable, regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party's copyrights, trademarks or other intellectual property or proprietary rights. You agree to be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit or that is provided or transmitted using your DMU user account. We will immediately remove any content that has infringed on the rights of DMU or of a third party or that violate intellectual property rights generally.
a. DMU has a policy that provides for the immediate suspension and/or termination of any Site or Service user who is found to have infringed the rights of DMU or of a third party, or otherwise violated any intellectual laws in accordance with the Digital Millennium Copyright Act (DMCA). Our policy is to act expeditiously upon receipt of proper notification of claimed copyright infringement to remove or disable access to the allegedly infringing content. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want DMU to delete, edit, or disable the material in question, you must provide DMU with the following information in writing: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, email address; (5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The above written information must be sent to the following e-mail or address firstname.lastname@example.org.
b. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a written counter-notice containing the following information to the Copyright Agent: (1) Your physical or electronic signature; (2) Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled; (3) A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and (4) Your name, address, telephone number, and email address, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, DMU may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at DMU's sole discretion. We reserve the right to terminate Site accounts that are the subject of fewer than two (2) instances of infringement of the copyright rights of another person in appropriate circumstances, such as when the user has a history of violating or willfully disregarding the Terms and Conditions.
INDEMNIFICATION AND LIMITED LIABILITY
a. You agree to fully indemnify and hold us and our subsidiaries, affiliates, directors, officers, agents, contractors, partners, affiliates, employees, contractors, co-branders, advertisers, and other partners (collectively, the “Related Parties”) harmless, and upon our request, defend us and/or the Related Parties, from and against any and all losses, liabilities, damages, claims, costs, expenses, or demands (including reasonable attorneys' fees and costs), due to or arising out of (i) your use of the Site or Services; (ii) your violation or breach of any representation, warranties or other terms in these Terms and Conditions; (iii) your violation of any rights of any third party; (iv) anything which may constitute your infringement of copyright and/or trademark; (v) your violation of rights of privacy and/or publicity; and (iv) any dispute between you and any other user of the Site or Services. Without limitation, you agree to reimburse us and our Related Parties on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Section. We shall promptly notify you of any such claim, and you may assume control of the defense of such claim with counsel subject to our reasonable approval, provided that you obtain and post an appropriate bond for our benefit, and we shall have the right in all events to participate in the defense thereof. If a claim is made we will have the right to withhold payment of any monies due you in an amount reasonably related to the claim and potential expenses. Your sole remedy as a result of any breach or alleged breach by us of these Terms and Conditions or other applicable terms and conditions or agreements is limited to your ability to discontinue use of the Site and your ability to terminate your participation in any Services in accordance with the terms thereof.
b. You explicitly indemnify us and Related Parties from and against any and all actions, demands, or claims brought against us for non-payment or insufficient payment of mechanical royalties or any other payments to third parties with respect to the exploitation of the Content by the Retailers or DMU as allowed under this Agreement.
ABUSE AND PROHIBITED USAGE
a. You agree that you will not use the Site or Services in any manner that is abusive, fraudulent, or unlawful, that infringes the copyright, trademark, or other intellectual property rights of any person or entity, that is inconsistent with these Terms and Conditions, or that could damage, disable, overburden or impair the Site or Services, in each case as determined in our sole discretion. Without limitation, you agree, represent, and warrant that:
1. You will use the Site and Services in compliance with all applicable laws and these Terms and Conditions.
2. You will not use the Site or Services to infringe the copyright, trademark, or other intellectual property rights of any person or entity;
3. You will not harvest or collect email addresses or other contact information of other Site users by electronic or other means for any purpose;
4. You will not use automated scripts to collect information from, access, or otherwise interact with the Site;
5. You will not upload, post, email, transmit or otherwise make available any content that we deem to be harmful, threatening, abusive, harassing, vulgar, obscene, hateful, or racially, ethnically, or otherwise objectionable;
6. You will not impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;
7. You will not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
8. You will not use “spam,” “blast-faxes,” or recorded telephone messages to market or promote any materials relating to you on the Site or in connection with the Services;
9. You will not upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
10. You will not use the Site or Services to solicit, advertise, provide, sell, or offer, any third party sites or services, or similar or competing products or services;
11. You will not solicit Site users to register or sign up with another website, platform, or other service or entity;
12. You will not use or attempt to use another user's account without authorization from us or create a false identity using the Site or Services;
13. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through, the Site or Services or any software, documentation, or data related to the Site or Services; and
14. You will not remove any proprietary notices or labels from the Site or Services or modify, translate, or create derivative works based on the Site or Services.
LIMITATIONS AND DISCLAIMERS
a. THE SITE, THE SERVICES, AND THE CONTENT THEREON ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICES. WITHOUT LIMITING THE FOREGOING:
1. We and the Related Parties are not responsible for any incorrect or inaccurate information in the Site Content. We and the Related Parties are not responsible for the content of, accuracy of, or statements or opinions expressed by third parties in any Site Content, including any User Content or in advertisements or solicitations. We are not responsible for the conduct, whether online or offline, of any user of the Site. Site Content is not investigated, monitored, or checked for accuracy or completeness by us. We do not make editorial decisions related to User Content. Inclusion of any Site Content, including links to other websites, does not imply approval or endorsement of the Site Content by us.
2. Your interactions with organizations and/or individuals found on or through the Site or Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You agree that we and the Related Parties shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between you and any third party, you understand and agree that we are under no obligation to become involved.
3. You understand the speculative nature of the music industry, and we make no guarantees whatsoever with respect to the marketing, promotion, acceptance, development, or popularity of you, your band, your music, your label, or otherwise in connection with your use of the Site or Services; and we further make no guarantees whatsoever that any materials you create or distribute using our Site or Services, including your music, will achieve any results or be purchased or otherwise used by any third party.
4. The Site and the Services may be temporarily unavailable from time to time for maintenance or other reasons. We are not responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, the Site or the Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment or software, or the failure of email on account of technical problems or traffic congestion on the Internet or at any web site or blocking from the destination mail servers, including injury or damage to any person's computer related to or resulting from participating or downloading materials in connection with the Site or the Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Services, the Site, or any Site Content.
5. By using the Site and/or Services, you hereby release us and the Related Parties from claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to your use of the Site and/or Services.
b. IN NO EVENT WILL WE AND THE RELATED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, EVEN IF WE ARE AWARE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL THE AGGREGATE OF OUR AND THE RELATED PARTIES’ LIABILITY TO YOU FOR ANY CAUSE, LOSS, COST, DAMAGE, OR CLAIM WHATSOEVER, INCLUDING ATTORNEYS’ FEES AND COSTS AND EXPERT WITNESS FEES AND COSTS, AND REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES FOR THE PRECEDING THREE (3) MONTHS; AND (B) FIFTY DOLLARS ($50.00 U.S.). YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK. THIS ALLOCATION OF RISK AND THE DISCLAIMER OF WARRANTIES HEREIN ARE A FUNDAMENTAL ELEMENT OF THESE TERMS AND CONDITIONS.
a. You acknowledge and agree that in the course of using certain Services you may become aware of certain otherwise confidential information related to our business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, you agree to keep such information confidential.
a. We may collect certain tracking and usage data generated or provided by yourself or users who visit or interact with your profile on the Site, or by users of products or other materials distributed in connection with your use of certain Services, including, but not limited to, personally identifiable information (“Usage Data”). We may provide all or part of the Usage Data to you. You agree to comply with all applicable laws with regard to your use of Usage Data. You will not transfer or disclose any Usage Data to any third party. We are not responsible for the accuracy of Usage Data, and we disclaim any and all liability relating thereto.
a. The Term of this Agreement shall commence on the date of signup and shall be automatically renewed on the date of your subscription and shall be automatically renewed for successive terms thereafter equal in length to the subscription term chosen (each a "Renewal Term") until and unless you provide DMU with thirty (30) days prior written notice to the end of the Initial Term or the Renewal Term, unless earlier terminated by either party.
b. You may terminate your use of the Site at any time. You may terminate these Terms and Conditions with respect to any Service provided you have paid all applicable Service Fees by contacting us in writing at email@example.com.
c. We may cancel your user registration and terminate your use of the Site or Services at any time with or without cause, in our sole discretion, and with or without notice, including for your failure to make any payment when due or your breach of your representations, warranties, and covenants in these Terms and Conditions; provided, however, that we have no obligation to monitor your use of the Site or Services.
d. We may delete any of your User Content, information, or other data from the Site or Services at any time, and we have no obligation to maintain copies of any deleted information.
e. Any provisions of these Terms and Conditions that by their nature should continue after termination of your use of the Site or any Services will continue to apply even after the expiration or termination of these Terms and Conditions or your use of the Site or any Services.
a. Upon termination of service voluntarily or through breach or lack of payment, DMU will issue takedown notices as specified in these Terms and Conditions. During the wind down period, additional revenue may continue to come in and will be held by DMU in your DMU Credit Account to pay any unpaid fees for a period of six (6) months after the termination. After six (6) months, a final billing will be issued and any remaining fees will be paid at your request in accordance with section named FEES AND DISCOUNT and section named PAYMENTS AND REFUND POLICY.
GOVERNING LAW AND DISPUTE RESOLUTION
a. These Terms and Conditions shall be governed and construed in accordance with the laws of the State of New York, USA, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction.
b. The Parties agree to exclusively submit such dispute or disagreement to binding arbitration, under the rules of the American Arbitration Association (AAA) and a single arbitrator shall be appointed in accordance with said rules. The venue of the arbitration shall be in New York City, NY and the Parties hereby submit to, and waive any objection to, personal jurisdiction and venue in said location for such purpose. The Parties agree that all proceedings shall be conducted in English. Any award rendered shall be final and binding upon both Parties. Judgment upon the award may be entered in any court having jurisdiction, or application may be made to such court for judicial acceptance of the award and/or an order of enforcement as the case may be.
c. In any action or proceeding between the Parties hereto with respect to the subject matter of these Terms and Conditions, each party shall pay their own legal fees and expenses and they shall be the sole cost of the respective party. There shall be no reimbursement of expenses granted to either party and the sole remedy shall be that which is granted by the arbitrator or judge to the prevailing Party. The party that brings the action shall be responsible for all of the fees required to file a suit or engage the services of the AAA arbitrator.
d. To the extent permitted by applicable law, each of the Company and the User hereby unconditionally waives trial by jury in any civil legal action or proceeding relating to these Terms and Conditions or the transactions contemplated hereby or thereby.
a. If any provision of these Terms and Conditions is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of these Terms and Conditions shall continue in full force and effect. Nothing in these Terms and Conditions shall be deemed to confer any third party rights or benefits. These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Our delay or failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. These Terms and Conditions do not, and shall not be deemed to, constitute a partnership or joint venture between you and us, and neither you nor we, nor your or our respective directors, officers, employees, or agents shall, by virtue of the performance of the obligations under these Terms and Conditions, be deemed to be an agent or employee of the other, and neither you nor we has the authority to bind the other under any contract, agreement, or otherwise.
b. The headings of paragraphs herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement.
c. This Agreement has been drawn up in the English language. In case of discrepancies between the English text version of this Agreement and any translation, the English version shall prevail.
a. All notices required by these Terms and Conditions shall be in writing and shall be sent (i) by you via your Dashboard, (ii) by us via your Dashboard or your email address of record; and notice shall be effective on the date it is officially recorded as sent by return receipt or equivalent.
b. For questions regarding these Terms and Conditions, please contact firstname.lastname@example.org.
DISTRIBUTION SERVICE – SPECIFIC TERMS AND CONDITIONS
THE BELOW TERMS AND CONDITIONS ARE IN ADDITION TO THE GENERAL TERMS AND CONDITIONS AS PREVIOUSLY PROVIDED AND DEFINE SUPPLEMENTAL INFORMATION THAT IS SPECIFIC TO THE OFFERED DISTRIBUTION SERVICE. IN THE EVENT ANY SPECIFIC TERMS AND CONDITIONS OR POLICY CONFLICTS WITH ANY OTHER TERMS AND CONDITIONS OR POLICY, THE TERMS AND CONDITIONS OR POLICY THAT PROVIDES THE GREATEST PROTECTION TO US SHALL APPLY.
YOU UNDERSTAND AND AGREE THAT WE AND THE RETAILERS HAVE THE RIGHT, BUT NO OBLIGATION, TO MARKET, PROMOTE, AND ADVERTISE YOUR RELEASE(S). WE MAKE NO GUARANTEES WHATSOEVER WITH RESPECT TO THE SCOPE OF EACH RETAILER'S DISTRIBUTION OF YOUR RELEASE(S), MINIMUM SALES OF YOUR RECORDING(S), PAYMENTS TO YOU UNDER THESE DISTRIBUTION TERMS, THE MARKETING, PROMOTION, OR ADVERTISEMENT OF YOUR RECORDING(S) BY THE RETAILERS, OR WHETHER A RETAILER WILL ACTUALLY OFFER YOUR RECORDING(S) FOR SALE. EACH RETAILER HAS TOTAL DISCRETION AS TO WHETHER IT WILL OFFER YOUR RECORDING(S) FOR SALE. WE AND THE RELATED PARTIES ARE NOT RESPONSIBLE OR LIABLE TO YOU IN ANY WAY AS A RESULT OF ANY INCORRECT OR INACCURATE INFORMATION IN CONNECTION WITH THE DISTRIBUTION SERVICE, INCLUDING, WITHOUT LIMITATION, INFORMATION PROVIDED BY YOU OR A RETAILER.
ARTIST CREATION POLICY / VARIOUS ARTISTS
a. You may create a single or multiple artists on your Dashboard based on the Distribution Package selected and subscribed to as defined on the DMU website pricing page located at http://digitalmusicuniverse.com/pricing/.
b. The following guidelines define your creation and usage of an artist:
1. An artist name cannot be changed once it has been created unless no releases have been submitted under that artist name. If an artist name is changed, all release drafts will be automatically deleted.
2. Artist names must be created in compliance with the DMU Style Guide.
3. “Various Artist” is not an allowed artist name.
4. The artist name you create and/or select for a release will by default be the Main Artist on every track of your release. If your account supports multiple artists, you will be able to select or create different artist for individual tracks. Any artist created will count towards the total number of artists that are allowed on your account.
5. Featured Artists do not count toward the total number of artists that are allowed on your account.
a. The following list, inclusive but not limited to, defines the type of release that are prohibited or regulated by DMU. Special care should be taken to avoid the following types of:
1. Audio Content:
1.1. Advertisement Tracks
1.2. Artist Presents
1.4. Continuous Mixes
1.6. Mixes or Remixes
1.7. Sampled music
1.9. VS or Meets
3. Release Date Selections:
3.1. Exclusive retailer release dates
3.2. Pre orders
3.3. Windowed release dates
4.1. Deceptive or misleading information
4.2. Multiple artists as the main artist unless they are created as a single artist
5. General Releases:
5.1. Singles longer than 10 minutes (considered an album)
5.2. Tracks longer than 20 minutes
5.3. More than 30 tracks per album
a. DMU reserves the right to correct any errors in grammar, spelling, and punctuation for any text or metadata.
b. DMU reserves the right to deny any submission we determine, in our sole discretion, to be misleading, contain questionable content, or may expose us to legal liability in any way.
a. Your ability to submit releases through your Dashboard is regulated by the credits available in your account based on the Distribution Package you have subscribed to. The following defines how credits are issued and used per artist:
1. Credits are allocated at the start of each month of your subscription on your renewal date.
2. Each artist slot is allocated five (5) credits to use for that artist during the month period.
3. A single release consumes one (1) credit and an album consumes five (5) credits. If you do not have enough credits in your account for the desired release type, your release cannot be submitted in that particular month.
4. Unused credits expire at the end of each month period. Unused credits do not roll over to the next month and are not transferable between artists or accounts.
a. The following abuse policy is enforced for the benefit of all users’ experience and to ensure the best service possible. DMU may enforce this policy in our sole discretion and without notice to you. Our delay or failure to exercise any right or provision of this policy shall not constitute a waiver of such right or provision.
b. Consequences for violating abuse policy can include, but is not limited to:
1. Temporary suspension of one or more services offered by DMU while you correct the abusive action.
2. Temporary suspension of your account which we work with you to correct the abusive action.
3. Permanent suspension of one or more services offered by DMU for repeated abusive actions.
4. Temporary suspension of your account repeated abusive actions.
c. Abuse shall be considered if:
1. The 6 month average monthly Usage Rate exceeds 40%. The Usage Rate equals the number of credits used by a Label divided by the number of credits available for use by a Label as tracked by DMU.
2. In a 6 month period more than 20% of issued credits are used for the submission of Singles. One Single counts as one (1) credit and one Album counts as five (5) credits as previously defined.
3. The distribution of a Label's content has put an unreasonable strain on DMU’s resources as set forth below, including, but not limited to:
3.1. More than one (1) Retailer ticket in any month on submitted Content.
3.2. Having more than one (1) Rights Dispute in any month on submitted Content.
3.3. Excessive metadata errors, requiring unreasonable time of DMU’s staff.
3.4. Excessive technical assistance, requiring unreasonable time of DMU’s staff.
a. Label may request changes (each, a “Change Request”) to correct errors in the submission of Content and DMU shall use reasonable efforts to comply with such requests, but shall not guarantee that the Retailers will make the requested changes. Each Change Request shall be counted as new submission and all applicable fees for additional used Credits shall apply so long as the error is not the fault of a Retailer. For clarification, where Label submits a duplicate corrected version of Content, Label shall simultaneously issue a Takedown for the corresponding incorrect Content previously submitted. Label understands that DMU cannot distribute duplicate pieces of Content.
a. If DMU receives a written notice of a Rights Disputes from any party (including, but not limited to, Label, a third party or a Retailer) and Label affirms its rights to the Content within two (2) business days (“Disputed Content”), DMU may decide, in its sole discretion, whether or not to issue takedown requests for the Disputed Content to one or more Retailers.
b. If DMU receives a written notice of a Rights Dispute from any party (including, but not limited to, Label, a third party or a Retailer) and Label disaffirms its rights to the Content within two (2) business days or fails to respond to notice of such dispute by DMU (“Non-disputed Content”), DMU, in its sole discretion, may issue a takedown request for the Non-disputed Content to one or more Retailers.
c. If DMU receives Legal Claim, DMU, in its sole discretion, may issue a takedown request for the Content that is subject to the Legal Claim to one or more Retailers.
d. In the event Label receives three (3) or more Rights Disputes and or Legal Claims in a twelve (12) month period (the “Infringing Label”), DMU shall have the right to terminate the Infringing Label and shall remove all Content submitted from the Infringing Label from all Retailers..
a. Label may request Takedowns (each, a “Takedown Request”) to remove Content from Retailers and DMU shall use reasonable efforts to comply with such requests, but shall not guarantee that the Retailers will perform the requested Takedown. Each Takedown Request shall not count toward the usage of any Credits.
RETAILERS AND TERRITORIES
a. The current list of Retailers and Territories is listed on your Dashboard during the submission process of a single or album under step 3.
b. All Retailers are not available in all Territories.
c. Retailers and Territories may change from time to time with the addition or removal of certain Internet consumer stores or territories within our sole discretion.
d. When a new Retailer or Territory is added, we may, but are not obligated to, submit your applicable Releases(s) to such new Retailers or Territories.
e. When a Retailer or Territory is removed, your applicable Releases(s) may be removed from such Retailers or Territories.