Magroove for Artists is a hosting platform which supports/distributes artists by licensing their songs and uploading them to Magroove.com, as well as to other online music stores and streaming services (Digital Service Providers, or “DSPs”), including, without limitation, Spotify, Deezer and other DSPs (for the full list of DSPs, please access artists.magroove.com). By having their songs on Magroove.com, artists are able to reach people who otherwise wouldn't listen to them.

These Magroove for Artists Terms of Use govern your relationship with Magroove (“Magroove”, “we”, “our”, “us”) and your use of Magroove as an Artist, including the use of the uploading Platform (“Magroove for Artists”), the website magroove.com and any sub-domains (our “Website”, “Webapp”), the Magroove Store Platform (the “Magroove Store”), our mobile and desktop apps (our "Apps") and all related players, widgets, tools, applications, data, software, APIs and other services offered by Magroove (the “Services”).

These Magroove for Artists Terms of Use, together with our general Terms of Use and Privacy Policy, constitute a legally binding agreement (the “Agreement”) between you and Magroove, in relation to your use of the Website, Store, Apps and Services (together, the “Platform”).

1.1. Please read these Terms of Use very carefully. If you do not agree with any of the provisions set out in this document, you should not register an account, use the Website, Store, Apps or any of the Services. By registering an account and agreeing to these Terms of Use, accessing or using the Platform, or by viewing, accessing, streaming, uploading or downloading any information or content from or to the Platform, you represent and warrant that you have read and understood these Terms of Use, and will abide by them.

1.2. You may not register an account, use the Website, Store, Apps or any of the Services if you are under 18 years old or under the Minimum Age according to the laws of your jurisdiction. By registering an account and agreeing to these Terms of Use, you represent and warrant and that you are above the age of majority and fully capable, or otherwise duly assisted or represented, according to the laws of your jurisdiction.

2.1. We reserve the right to change, alter, replace or otherwise modify these Terms of Use at any time, in our own discretion.

2.2. When we make any material changes to these Terms of Use, we will notify you in advance by any reasonable means, including by posting the updated Terms of Use on the Apps, by sending a message to your Magroove account and/or to the email address that you have provided us, and we will give you the opportunity to review the new Terms of Use before they go into effect, as applicable. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section below, your continued use of the Platform will constitute your acceptance of the revised Terms of Use.

3.1. You are obliged to register using either a Facebook or Google or Spotify account (your “Credentials”). You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you chose to provide about yourself will be treated in accordance with our Privacy Policy.

3.2. You are solely responsible for maintaining the confidentiality and security of your Credentials used for login, and you will remain responsible for all activity emanating from your account, whether or not such activity was authorized or operated by you.

3.3. If you lost access to your Credentials, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify us through artistsupport@magroove.com and should change your password at the earliest possible opportunity. We will not recover any data and/or transfer it to another account in case of Credential loss.

3.4. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Magroove for Artists Terms of Use, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.

3.5. You may terminate your account at any time as described in the Termination section below.

4.1. Subject to your strict compliance with these Magroove for Artists Terms of Use and our general Terms of Use, at any and all times during your use of the Platform, Magroove grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right to use the Magroove for Artists Platform in order to upload Content to be streamed in our Website and Apps as well as to use Apps and other Services provided by Magroove as part of Magroove for Artists, strictly as permitted in accordance with these Terms of Use and any other terms applicable to those Apps or Services.

4.2. The above rights are conditional upon your strict compliance with these Magroove for Artists Terms of Use, as well as our general Terms of Use, at any and all times during your use of the Platform.

4.3. You acknowledge and agree that Magroove has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the terms and conditions of these Magroove for Artists Terms of Use or of our general Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.

5.1. By using the Platform, you may upload Content, including audio files, text, images, and other relevant data or information which you assure is your property and in relation to which you hold all rights, title and interests ("Your Content"). By doing so, you will be considered a supplier of Content to Magroove.

5.2. Magroove does not claim any kind of ownership rights over Your Content whatsoever, and you hereby expressly acknowledge and agree that Your Content remains of your sole responsibility.

5.3. You must not upload any Content to which you do not hold the relevant rights. Any unauthorized use of copyright protected material within Your Content (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform), whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform (as described in the Termination section below) and the retention of any Royalties arising therefrom, without prejudice to your obligation to indemnify Magroove or the relevant rightsholder for any damages arising therefrom. If you are not sure you hold the relevant rights over the Content, please read the checklist available at artists.magroove.com for further information.

6.1. By uploading or posting Your Content to the Platform, you grant Magroove a non-exclusive, transferable, sub-licensable, royalty-bearing, worldwide license to stream, reproduce, distribute, make available, transmit, perform and display, communicate, translate, modify, compile, create derivative works from, promote, advertise and otherwise use any and all Content, including audio files, text, images, and other relevant data or information that you upload to the Platform, in any medium, whether by itself or in combination with other Content, in any manner and by any means, method or technology, whether now known or hereafter created, to the extent necessary for Magroove to provide you with any of the aforementioned activities, whether in connection with the Services, DSPs, Magroove’s YouTube channel or any other third party services, including, without limitation, digital retailers and digital entertainment services, as well as in any other websites, apps and/or platforms with which Your Content may be posted, shared, made available, embedded, distributed, displayed or otherwise communicated to the public, in order for us to provide you with the Services (“Linked Services”).

6.2. Notwithstanding the foregoing, nothing in these Terms of Use grants any rights to any other user of the Platform with respect to Your Content, other than the right to reproduce, publicly display, make available and otherwise communicate Your Content to the public, automatically and without alteration, as part of the act of reposting.

6.3. The licenses referred to in this section are granted separately with respect to each item of Your Content that you upload to the Platform. Licenses with respect to audio Content, and any other relevant data or information within your account, will automatically terminate when you remove such Content from your account, resulting in its deletion from Magroove’s systems and servers, and no additional Royalties will be payable by Magroove in relation to such Content.

6.4. Notwithstanding the foregoing, you hereby acknowledge and agree that once Your Content is distributed to a Linked Service, Magroove is not obligated to ensure the deletion of Your Content from any servers or systems operated by the operators of any Linked Service, or to require that any user of the Platform or any Linked Service deletes any item of Your Content.

7.1. As consideration for the licenses granted hereby, Magroove will pay you royalties calculated in accordance with this Section 7 (“Royalties”).

7.2. By uploading Your Content to the Platform, you hereby grant and authorize Magroove to collect any kind of royalties, including streaming royalties, digital royalties, neighboring royalties or any other kind of royalties or other revenues arising from downloads, streaming, public performance or broadcast, or otherwise related to the exploitation of Your Content, whether within the Platform, DSPs, Magroove’s YouTube channel, any other Linked Services or otherwise (the “Income”), and Magroove shall be responsible to bear and pay any and all taxes levied thereon. Magroove’s Income includes the amounts received from DSPs and any other Linked Services, and shall not be confused with the revenues received by such DSPs and Linked Services themselves.

7.3. From Magroove´s Income related to Your Content, we will retain the amount of USD 5.00 (five dollars) per year for each single, album or EP (your “Releases”) you upload/supply to Magroove, and the remaining amount of Income collected by Magroove in relation to Your Content will be paid to you as Royalties, as a consideration for the licenses granted hereby. Such operational expenses shall always be deducted from the Income effectively collected by Magroove and payable to you in accordance with this Section 7, if any, and you will never be charged in respect to any costs or expenses related to Magroove´s activities or to the upload of Your Content.

7.4. Royalties due in accordance with this Section 7 will be accrued by Magroove on a monthly basis, based on the Income effectively collected by Magroove in relation to Your Content, which balance will be available for consultation in the Platform. Notwithstanding the foregoing, the time required for Magroove to collect Income related to Your Content, after the respective download, streaming, public performance or broadcast, may vary according to relevant DSPs’ or Linked Services’ payment schedule, and the respective amounts will only be added to your balance when effectively collected by Magroove. You are allowed to request a withdrawal of the Royalties after it has reached a minimum threshold of USD 50.00 (fifty American dollars).

7.5. In order to receive the Royalties due and payable by Magroove as per this Section 7, you are required to have a bank account capable of receiving international wire transfers or a PayPal account located at www.paypal.com (which availability may vary according to the payment methods effectively used by Magroove within your region), well as to provide Magroove with the relevant bank account information or email address associated with your PayPal account. You must ensure that the payment details you enter when making a withdrawal are correct and complete. We will not be liable for withdrawn funds being sent to the wrong account where this is due to you providing incorrect payment details. Magroove will hold any and all Royalties that have been accrued for up to one year from the date that each payment was to be rendered or attempted to be rendered in accordance with Magroove's reporting and payment schedule.

7.6. Whenever you file a withdrawal request of any Royalties entitled to your account, we will verify the validity of such Royalties and we will have the right to withhold or adjust payments to you in order to exclude any amounts we determine arise from invalid activity. Invalid activity includes, but is not limited to, (i) Content that infringe the rights of any third party, has been uploaded or posted in breach of these Magroove for Artists Terms of Use, our general Terms of Use, the applicable law, or is otherwise fraudulent or unacceptable to Magroove; (ii) spam, invalid clicks or other invalid events generated by any person, robot, automated program or similar device; and (iii) false Copyright claims or mismatch of your Content by Youtube's Content ID or other DSP’s similar automatic matching tools.

7.7. The Royalties specified in this Section 7 constitute the sole and exclusive consideration payable by Magroove for the grant of licenses pursuant to these Terms of Use.

8.1. When you register a Magroove for Artists account, we will automatically generate you a profile page at our Magroove Store Platform (your “Magroove Store”), and make available products based on Your Content. For every sale completed at your Magroove Store, you will receive a fixed share of such sale (your “Sales Share”), which will be accounted for as part of the Royalties. To see the full list of items available at the Magroove Store Platform and respective Sales Shares, please log in and access http://artists.magroove.com/artist/my-stores/.

8.2. To the extent necessary for Magroove to automatically generate, upload and promote products based on Your Content at the Magroove Store Platform and other related Linked Services, you hereby grant Magroove, on a worldwide, non-exclusive, royalty-bearing basis, the right and authorization to distribute, license, promote, and otherwise exploit such Content and any and all rights related to the Content. In order for you to receive your Sales Shares, as described above, you also grant Magroove the right and authorization to collect all income arising from the exploitation of Your Content.

8.3. The Sales Share specified in this Section 8 constitute the sole and exclusive consideration payable by Magroove for the grant of licenses pursuant to this Section 8.

9.1. When you register a Magroove for Artists account, you will get a referral link which you can share with your contacts. When a user uploads a Release by clicking at your referral link, you will get the equivalent to 5% of all your referred user’s earnings related to such Release, until the maximum basis of USD 1,000.00/year (your “Referral share”). Such basis shall only include the royalties earned by your referred user by means of distribution of his or her Release, net of any expenses retained by Magroove pursuant to these Terms of Use, and shall not include earnings with their Magroove Store’s sales. Your Referral share shall be paid by Magroove, and will not affect your referred user’s earnings. You can have as many referred users as you like.

9.2. You can also share another user’s Magroove Store through your referral link. For every sale completed at a referred Magroove Store via your referral link, you will receive a fixed share of such sale (your “Sales Referral Share”). Such shares shall be paid by Magroove, and will not affect the referred user’s earnings with sales at their Magroove Store. You can refer as many Magroove Stores as you like. To see the full list of items available at the Magroove Store Platform and respective Sales Referral Shares, please log in and access http://artists.magroove.com/artist/my-stores/.

10.1. By clicking at the “Donate” option available at your Magroove Store, users may choose to support you with a one-time donation of their choosing. Whenever a user makes a donation via your public profile, we will pay you the equivalent to 80% of such donation, after taxes and transaction fees, which will be accounted for as part of the Royalties, and we will retain the remainder.

10.2. By clicking at the “Subscribe” option available at your Magroove for Artists public profile, users may choose to support you with monthly donations of their choosing. We will pay you the equivalent to 80% of all subscriptions completed via your public profile, which will be accounted for as part of the Royalties, and we will retain the remainder.

11.1. You hereby represent and warrant to Magroove that:

(i) You are the owner, or you have obtained all rights, licenses, consents and permissions necessary in order to use at any and all times during any applicable use, of Your Content, and each and every part thereof, and that you to authorize Magroove to use Your Content pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available (including for listening offline) and otherwise communicate to the public Your Content, and each and every part thereof, on, through or via the Platform, any and all activities and any Linked Services;

(ii) Your Content and the availability thereof on the Platform 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 or publicity, or rights in confidential information;

(iii) Your Content, including any comments that you may post on the Website, is not and will not be unlawful, abusive, libelous, defamatory, pornographic or obscene, 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;

(iv) Your Content does not and will not create any liability on the part of Magroove, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.

11.2. Magroove reserves the right to remove Your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.

12.1. You hereby acknowledge and agree that Magroove: (i) stores content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content.

12.2. You hereby acknowledge and agree that Magroove does not individually check and review the Content created or uploaded by its users, and neither Magroove nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders have any obligation to monitor the Platform for Content that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law.

12.3. You are solely responsible for all of Your Content. Magroove and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of abusive, defamatory, pornographic, or obscene material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform.
By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Magroove or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

13.1. Notwithstanding the fact that Magroove has no legal obligation to monitor the content on the Platform, we reserve the right to block, remove or delete any Content, at any time, as well as to limit or restrict access to any Content, for any reason and without the need of any prior notification and without incurring in any liability, including, without limitation, if we have reason to believe that such Content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Magroove for Artists Terms of Use, our general Terms of Use, the applicable law, or is otherwise unacceptable to Magroove. In any such case, all Royalties arising from the blocked, removed, deleted or restricted Content will be retained by Magroove for a period of up to 90 (ninety) days, during which you may provide us with evidence that Your Content does not infringe or might infringe the rights of any third party and/or that Your Content has been uploaded or posted in accordance with these Magroove for Artists Terms of Use, our general Terms of Use, and the applicable law. If you fail to do so, any Royalties arising from the blocked, removed, deleted or restricted Content will be permanently retained and reverted in favor of Magroove.

13.2. Since users of the Platform have control over the Content that they upload to the Platform, you shall have no right of continued access to any particular Content uploaded by other users of the Platform, and Magroove shall have no liability in the event that you are unable to access any Content that has been removed from the Platform, whether by Magroove (as provided for in these Terms of Use), or by the relevant uploader.

14.1. MAGROOVE AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF:

(a) ANY ACTION TAKEN AGAINST MAGROOVE OR AGAINST YOU BY ANY THIRD PARTY RIGHTS HOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE PLATFORM, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY MAGROOVE OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE PLATFORM; AND

(b) ANY OF THE EVENTS SET FORTH IN THE LIMITATION OF LIABILITY SECTION OF OUR GENERAL TERMS OF USE. PLEASE READ IT CAREFULLY.

14.2. ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST BE NOTIFIED TO MAGROOVE AS SOON AS POSSIBLE.

15.1. You hereby agree to indemnify, defend and hold harmless Magroove, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Content on the Platform, and/or your making available thereof to other users of the Platform, and/or the actual use of Your Content by other users of the Platform or Linked Services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of Your Content.

16.1. You may terminate this Agreement, at any time, by removing all of Your Content from your account, when applicable, deleting your account, and thereafter ceasing to use the Platform. If you wish to delete your account, you will need to do so from your Profile page on the Website.

16.2. Once your account has been terminated, any and all Content residing in your account, or pertaining to activity from your account, will be irretrievably deleted by Magroove, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. You are advised to save or backup any material that you have uploaded to your account before terminating your account, as Magroove assumes no liability for any Content that is irretrievably deleted following any termination of your account.

16.3. When you delete your account, all subscriptions completed via your public profile will be automatically cancelled.

16.4. The provisions of these Magroove for Artists Terms of Use shall survive the termination or cancellation of this Agreement.

17.1. Magroove may assign its rights and (when permitted by law) its obligations under this Agreement, in whole or in part, to any third party and at any time. In such cases, we will notify you in advance by sending a message to your Magroove account and/or an email to the email address that you have provided us, and you will have no obligation to continue using the Platform following such notification. However, if you do not terminate your account as described in the Termination section, your continued use of the Platform will constitute your acceptance to such assignment.

17.2. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party, without the prior written consent of Magroove.

18.1. Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Magroove for Artists Terms of Use, which will remain in full force and effect.

19.1. These Magroove for Artists Terms of Use, together with our general Terms of Use, Privacy Policy and our Magroove Store Terms and Conditions and Magroove Store Privacy Policy constitute the entire agreement between you and MAGROOVE SERVIÇOS DIGITAIS LTDA with respect to your use of the Platform, and supersede any prior agreement between you and Magroove.

20.1. These Terms of Use are subject to the laws of the Federative Republic of Brazil, and the Parties hereby agree to submit to the exclusive jurisdiction of the courts in the city of São Paulo, State of São Paulo, Brazil, for resolution of any dispute, action or proceeding arising in connection with these Terms of Use.