Feedbands, LLC
SERVICES & ARTIST LICENSING AGREEMENT
This Services & Artist Licensing Agreement (the “Agreement”) is made between Feedbands, LLC (“Feedbands”), with its principal place of business at 411 West State Street, Suite A, Black Mountain, NC 28711 and Artist who has executed this Agreement in accordance with Section 21 of this Agreement.
The purpose of this Agreement is to confirm the terms and conditions of the engagement between Feedbands and Artist.
1. SERVICES OF FEEDBANDS
Feedbands is a crowdsourced music streaming and downloading platform operating via the website www.feedbands.com (the “Platform”), as well as a record label.
1.1. Streaming and Downloading Services (the “Streaming and Downloading Services”)
Artists upload and post their audio recordings and other content, such as music videos, images, album artwork, lyrics, information, and tour dates (collectively, the “Content”), to Feedbands Platform via an automated process. Feedbands does not play an active part in the selection or upload of Content to the Platform, but rather merely acts as a host for the Content. Consumers using the Feedbands Platform (the “User/s”) can stream audio recordings uploaded by artists and can interact socially by voting and commenting on the Content. Feedbands also makes distributions of the cryptocurrency Bitcoin to artists in accordance with this Agreement and may feature artist audio recordings on the top chart list and the daily dose list. The top chart list (the “Top Chart List”) ranks artist audio recordings according to the number of User votes that have been made. Feedbands does not publicly display the exact number of votes made for audio recordings, however, artists can access this information from their artist account. The daily dose list (the “Daily Dose List”) features one audio recording per day that has generated reasonable User interaction or that Feedbands staff decide in their discretion to display. Audio recordings featured on the Daily Dose List may be downloaded for free by certain Users of Feedbands.
1.2. Vinyl Pressing Services (the “Vinyl Pressing Services”)
Feedbands discretionarily offers their Vinyl Pressing Services to artists depending on the amount of user interaction the artist has generated on the Platform. Feedbands may offer an artist a full vinyl album release or may offer for the artist’s single audio recording to be released on a compilation vinyl along with other artists featured on Feedbands.
2. SCOPE & NATURE OF THIS AGREEMENT
This Agreement applies to the Streaming and Downloading Services of Feedbands. This Agreement does not cover the Vinyl Pressing Services of Feedbands. If Artist is offered Vinyl Pressing Services by Feedbands, they will be presented with a separate agreement that details this service. Parties acknowledge that this Agreement shall not be deemed to create a partnership or joint venture between the Parties, and neither Party is an agent, partner or employee of the other Party.
3. USERS OF FEEDBANDS
Artist acknowledges that once Artist has uploaded or posted Content to the Platform Users of Feedbands can interact with the Content. Artist gives permission for Feedbands to allow for Users to interact and view uploaded, or posted, Artist Content to the extent that is necessary for Feedbands to provide their Services. This includes, but is not limited to, allowing Users to stream, download, comment, skip and vote on Content. All Users are prevented under the Feedbands Terms of Use Agreement from using Artist content for commercial purposes and may only use Artist Content for private non-commercial use.
3.1. Types of Feedbands Users
Feedbands has two types of Users, active subscribers and non-subscribers. An active subscriber (“Active Subscriber”) is a User of the Platform that has signed up and made payment for a Feedbands subscriber service such as the Digital Subscriber Service or the Vinyl Subscriber Service. Active Subscribers are granted extra features, such as the ability to vote, skip audio recordings and comment on Artist Content. Active Subscribers are also able to download any audio recording featured on the Daily Dose List for free. A non-subscriber (“Non-Subscriber”) is a User of the Platform that has not signed up or made a payment to Feedbands for any subscriber service. A Non-Subscriber only has access to limited Feedbands features, such as streaming audio recordings in a non-interactive way and viewing artist profiles and content. Non-Subscribers are not able to vote, skip audio recordings, download the featured Daily Dose List audio recording or comment on artist Content.
4. ARTIST ACCOUNT AND PROFILE PAGE
Artist will be given access to a password protected Feedbands account (“Artist Account”) where they can upload or post Content to the Platform in the requested file formats, create a profile page, edit Platform settings and link a Bitcoin wallet. An Artist Account is limited in Platform features and will not allow Artist to vote, skip audio recordings, download audio recordings featured on the Daily Dose List or comment on the Platform. Artists will only have access to such features if they sign up to be an Active Subscriber of Feedbands.
5. GRANT OF LICENSE
By uploading or posting Content to the Feedbands Platform, Artist initiates an automated process where the Content is stored on Feedbands servers and made available to Users of Feedbands. To the extent that is necessary for Feedbands to provide Feedbands services, Artist grants Feedbands a limited, worldwide, royalty-free, non-exclusive license to reproduce, transmit, distribute, publicly display, publicly perform, make available to Users in the ways described in Section 3 of this Agreement and otherwise communicate uploaded and posted Artist Content on the Feedbands Platform. Artist does not grant Feedbands any copyright interest in the Content and Feedbands will not have a license to any other Content owned by Artist that is not uploaded or posted onto the Platform. Artist does not have any obligation to provide additional Content and may revoke this license at any time by requesting for removal of their Content from the Platform in accordance with Section 11 of this Agreement or by terminating this Agreement in accordance with Section 10 of this Agreement.
6. USE OF CONTENT FOR PROMOTIONAL PURPOSES
By uploading or posting Content to the Feedbands Platform Artist grants Feedbands the non-exclusive, perpetual, worldwide, royalty-free right, to use such Content, as well as the Artist’s name, image, likeness and biographical information to promoting Feedbands Services on any technology now existing or future developed. This permission includes, but is not limited to, allowing for Feedbands to feature their Content on the Daily Dose List and in the Top Charts List, to display Artist Content in conjunction with Feedbands advertisements, to communicate and share Artist Content on public channels including, but not limited to, the Platform itself, social media and the Feedbands email newsletter. When Artist has requested for their Content to be removed in accordance with Section 11 of this Agreement, or this Agreement has been terminated in accordance with Section 10 of this Agreement, Feedbands agrees not to make use of such Content for new promotional purposes, however, Feedbands cannot and does not guarantee the removal of the Content from promotional materials created prior to the removal of the Content from the Platform or prior to termination of this Agreement.
7. CONSIDERATION
In consideration of Artist’s Grant of License, Feedbands will promote the Content by displaying uploaded or posted Content on the Feedbands Platform and will reward Artist with intangible property in the form of Bitcoin cryptocurrency in accordance with the following Sub-sections:
7.1. Identity Verification & Linking of Wallet as Conditions to Consideration
Artist must satisfy the following two prerequisite conditions to receive Bitcoin consideration. Feedbands is not liable for any consideration that was not distributed due to Artist failing to satisfy these two conditions:
(a) Artist must successfully complete an automated identity verification. To complete this verification, Artist must upload a government-issued identification document into the automated identity verification system and must be successfully approved by the identity verification system; and
(b) Artist must provide Feedbands with the Public Key to their Bitcoin wallet.
7.2. Bitcoin Per Stream
Artist will accrue the equivalent Bitcoin value of 0.01 USD each time an audio recording that they have uploaded is streamed by an Active Subscriber (1 cent per stream). Each Active Subscriber is capped at 300 streams per month (“Capped Streaming Amount”). Active Subscribers have the option to extend their stream limit by paying an additional fee to Feedbands.
7.3. Advertising Revenue
Feedbands may in their discretion run third-party advertisements on audio recording streams played by Non-Subscriber’s and played by Active Subscriber’s that have used up their Capped Streaming Amount. Subject to subsequent written agreement between Feedbands and Artist, Artist may receive cryptocurrency consideration for such third-party advertisements. Artist will not receive consideration for advertisements that promote Feedbands rather than a third-party.
7.4. Distribution of Bitcoin
Artist will automatically be distributed Bitcoin when their accrued Bitcoin reaches the amount of $5.00 USD, or $2.50 USD if Artist has opted for distribution at this lower amount (the “Minimum Distribution Amount”). Distributions will only be made once per calendar day. Any Bitcoin that accrues on a day after a distribution has already been made will be held for distribution the following day or at a time when the Artist’s Account reaches the Minimum Distribution Amount again.
7.5. Exchange Rate
The value of any accrued Bitcoin will be calculated at the exchange rate of the time each individual stream occurs.
8. RECORDS & ACCOUNTING STATEMENTS
Artist will be able to access records and accounting statements of Bitcoin transfers made to Artist through their Artist Account. Artist also has the right to request an inspection of Feedbands records and accounting statements by giving Feedbands fourteen (14) days’ notice of a request for inspection. Feedbands will retain records for a period of 3 years.
9. REPRESENTATIONS, WARRANTIES & DISCLAIMERS
9.1. Feedbands Representations, Warranties & Disclaimers
FEEDBANDS PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. FEEDBANDS MAY USE REASONABLE EFFORTS TO CORRECT ERRORS AND OMISSIONS IN FEEDBANDS SERVICES. HOWEVER, FEEDBANDS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT THAT THE LAW OF THE JURISDICTION PERMITS. FEEDBANDS DOES NOT WARRANT THAT ARTIST’S USE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT RETROACTIVE CRYPTOCURRENCY DISTRIBUTIONS WILL BE MADE IF ERRORS OCCUR. FEEDBANDS IS NOT RESPONSIBLE FOR ENSURING THAT ARTIST SATISFIES THE CONDITIONS IN SECTION 7.1 OF THIS AGREEMENT, OR FOR ENSURING THAT THE CRYPTOCURRENCY WALLET INFORMATION PROVIDED TO FEEDBANDS IS CORRECT OR THAT ARTIST’S CRYPTOCURRENCY WALLET INFORMATION IS SECURE. FEEDBANDS WILL NOT BE LIABLE FOR RETROACTIVE CRYPTOCURRENCY DISTRIBUTIONS THAT WERE NOT RECEIVED BY ARTIST DUE TO FAILURE TO MEET THE CONDITIONS CONTAINED IN SECTION 7.1 OF THIS AGREEMENT, DUE TO SUBMISSION OF WALLET MISINFORMATION, OR DUE TO UNANTICIPATED DEFECTS OR ERRORS IN THE FEEDBANDS PLATFORM. FEEDBANDS DOES NOT GUARANTEE ANY LEVEL OF SUCCESS, ANY VOLUME OF USER INTERACTION WITH ARTIST CONTENT OR THAT ANY AMOUNT OF WEB TRAFFIC WILL BE ACHIEVED BY ARTIST’S USE OF FEEDBANDS SERVICES.
9.2. Artist Representations & Warranties
Artist represents and warrants that:
(a) Content uploaded or posted by Artist are original works of art and that Artist has full copyright ownership over the Content, or that Artist has secured the rights, licenses and appropriate authorizations to use work owned by other individuals or companies, including clearance for any samples used;
(b) Artist is free to enter into and perform this Agreement and is not under any disability, restriction or prohibition, contractual or otherwise, that prevents them from entering into this Agreement;
(c) Before uploading or posting any Content, Artist has notified and has been granted permission, by any third-party that has an interest in the Content, to upload or post the Content, including, but not limited to, performing rights organizations (including BMI, ASCAP, SESAC and SOCAN), distribution companies, publishing companies, labels and publishing administration companies;
(d) Artist is at least 18 years old;
(e) Feedbands will not be required to make any payments of any nature for, or in connection with, the Content uploaded or posted (including royalty payments), or for exploitation of any licenses granted under this Agreement, except as specifically provided for in Section 7 of this Agreement;
(f) Content uploaded or posted by Artist does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy, rights in contract, rights of publicity, or rights in confidential information;
(g) Content uploaded or posted by Artist is not, and will not be, unlawful, abusive, defamatory, pornographic or obscene; and
(h) Content uploaded or posted by Artist does not, and will not, promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation.
Artist’s representations and warranties made under this Agreement are perpetual and will survive the termination of this Agreement.
10. TERM, TERRITORY & TERMINATION
10.1. Term
This Agreement will continue until either Party terminates this Agreement in accordance with the Section 10.2 of this Agreement.
10.2. Termination
Either party may terminate this Agreement at any time, for any reason, provided the terminating party gives at least fourteen (14) business days written notice of the intention to terminate.
10.3. Effect of Termination
Termination of this Agreement will result in all Content that Artist has uploaded or posted to the Feedbands Platform being removed from the Platform in its entirety with exception of Feedbands promotional material outlined in Section 6 of this Agreement. If Artist is also an Active Subscriber content related to their Active Subscriber account including but not limited to, votes and comments, may not be removed from the Platform without a specific removal request from the Artist.
11. BLOCKING OF USERS AND REMOVAL OF CONTENT
Notwithstanding the fact that Feedbands has no legal obligation to monitor the Content on the Platform, Feedbands reserves the right to block Artist access to Feedbands or remove any Artist Content at any time, for any reason, including, but not limited to, circumstances where Feedbands has reason to believe that uploaded or posted Content infringes on a third-parties intellectual property rights or other rights granted under the law, or Content has been uploaded or posted in breach of this Agreement. Feedbands will make reasonable efforts to remove negative, obscene or defamatory comments left by Users of the Platform once they are brought to Feedbands attention, however, Feedbands is in no way liable for User-generated content. Artist has the right to request for Feedbands to remove specific Content that they have uploaded or posted to the Feedbands Platform and to request for negative, obscene or defamatory comments left by Users to be removed (“Removal Request”). Artist must make a Removal Request in writing and allow Feedbands at least fourteen (14) business days to respond to the Removal Request. Feedbands will always comply with Artists Removal Request regarding their own content with exception to promotional uses outlined in Section 6 of this Agreement, however, it is within Feedbands discretion whether to remove User-generated content after a Removal Request is made.
12. INDEMNIFICATION
Artist agrees to indemnify and hold Feedbands harmless from any and all claims, losses, liability, damages, expenses and costs (including attorney fees and mediation, arbitration and court costs) arising from or related to any Content uploaded or posted to the Feedbands Platform by Artist. Indemnification includes, but is not limited to, any claims regarding:
(a) The unauthorized use of any music, lyrics, melodies, fonts, logos, graphics, photos or other images, such as copyright, the right of publicity or trademark infringement claims;
(b) Any third-party contract that Artist has entered and alleged to have breached due to Artist’s use of the Feedbands Platform and/or Services, including, but not limited to, contracts with performing rights organizations, distribution companies, publishing companies, publishing administration companies and record labels;
(c) The completeness, accuracy or quality of the materials relating to Artist’s music, such as consumer law breach, hate speech, discrimination, obscenity, fraud or defamation claims; and
(d) The payment of taxes that Artist is liable for, such as sale, use, excise, asset or income tax that Artist may be required to pay in accordance with laws and regulations as a result of consideration transferred to Artist in accordance with Section 7 of this Agreement.
13. LIMITATION OF LIABILITY
IN NO EVENT WILL FEEDBANDS BE LIABLE TO ARTIST FOR ANY USER-GENERATED CONTENT, INCLUDING ANY OBSCENE, NEGATIVE OR DEFAMATORY COMMENTS MADE BY USERS, LOSS OF USE, LOSS OF DATA, DAMAGE TO COMPUTER OR HARDWARE, SECURITY BREACH, INTERRUPTION OF BUSINESS, LOST PROFITS, BREACH OF A THIRD-PARTY CONTRACT, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER RESULTING FROM AN ACTION UNDER CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF FEEDBANDS UNDER THIS AGREEMENT EXCEED THE CONSIDERATION TRANSFERRED OR SUBJECT TO TRANSFER TO ARTIST UNDER THIS AGREEMENT.
14. DISPUTE RESOLUTION
If any controversy or claim arising out of or relating to this Agreement cannot be amicably resolved between the parties, the parties agree to attempt in good faith to settle the dispute with the help of a mutually agreed-upon mediator. If a satisfactory solution cannot be reached through mediation, parties agree to submit the dispute to a mutually agreed-upon binding arbitrator. Except for attorney fees, all other costs associated with the mediation and/or arbitration will be shared equally between the Parties.
15. ASSIGNMENT AND DELEGATION
Artist may not assign this Agreement, in whole or in part, without the written consent of Feedbands. If Artist subsequently assigns copyrights in Content that is uploaded or posted to Feedbands under this Agreement to another third-party, Artist is responsible for informing the third-party of the existence of this Agreement and Feedbands will not be held liable for any breach of contract or for copyright infringement as a result of such subsequent assignment. Feedbands may delegate Services under this agreement to employees or other agents as appropriate. If Feedbands is merged, sold, acquired, consolidated or otherwise incurs a change in ownership as a result of a third-party this Agreement may be transferred and assigned to such third-party.
16. PRIVACY POLICY
Feedbands only uses Artists personal information with Artist’s consent or as is allowed under applicable privacy law and regulations. Client has been given the opportunity to read the Privacy Policy of Feedbands before signing this Agreement and allows for Feedbands to use Artist’s personal information in the ways specified in the Privacy Policy.
17. FORCE MAJEURE
Neither Feedbands nor Client will be considered in breach of this Agreement if either party’s performance of this contract is delayed or prevented by a force majeure event. A force majeure event is an event or series of related events, that is outside the reasonable control of the party affected, including, but not limited to, power failures, change in government laws or regulations regarding cryptocurrency, copyright or music licensing, disasters, fires, floods, riots, terrorist attacks and wars.
18. FORM OF NOTIFICATION DELIVERY
All notification requirements under this Agreement are to be made in writing and successfully delivered via email to Feedbands at the email address: [email protected]
19. SEVERABILITY
If any provision in this Agreement is declared to be invalid, illegal or unenforceable, for any reason, the remainder of the provisions will remain in effect and enforceable to the fullest extent possible.
20. GOVERNING LAW
This Agreement is to be governed by, and interpreted, constructed and enforced in accordance with the laws of the North Carolina.
21. EXECUTION OF THIS AGREEMENT
This Agreement will be deemed executed by the Parties and all terms and conditions of this Agreement will be deemed as acknowledge and accepted, by the Artist clicking the “I Agree” button related to this Agreement as requested by the Feedbands Platform. If there is more than one individual that owns a copyright interest in the Content, additional copyright owners must also execute this Agreement.
22. CHANGES TO THIS AGREEMENT
From time to time, Feedbands may make changes to the way in which the Services under this Agreement operate. Feedbands will give reasonable notice via email to the Artist if material changes are to be made to the Services and will give the Artist an opportunity to terminate this Agreement. If Artist does not choose to terminate this Agreement within fourteen (14) business days of the notification being sent, the Artist will be deemed to have freely agreed to the change/s.
23. ENTIRE AGREEMENT
This Agreement represents the entire and exclusive agreement between Feedbands and Artist. All previous written and oral agreements and communication related to the subject matter of this Agreement are superseded. Any subsequent amendments will only be effective if made in writing and signed by both parties.
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