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Terms and Conditions
Welcome to Magroove for Artists.
The Platform is a hosting service which allows artists to upload their songs to Magroove.com and to online music stores and streaming services. 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 services 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 provided 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. Acceptance of the Magroove for Artists Terms of Use
1.1. Please read these Terms of Use very carefully. If you do not agree to 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, will abide by them.
2. Changes to Magroove for Artists Terms of Use
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 sending a message to your Magroove account and/or an email to the email address that you have provided us, and we will give you an opportunity to review the new Terms of Use before they go into effect, according to the case. 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. Your Magroove for Artists account
3.1. You are obliged to register using either a Facebook or Google+ 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 support@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. Your use of Magroove for Artists
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. Your content
5.1. Any and all Content, including audio files, text, images, and other relevant data or information that you upload to the Services ("Your Content") is generated, owned and controlled solely by you, and not by Magroove.
5.2. Magroove does not claim any ownership rights on Your Content, 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 may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder. 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. Grant of licenses
6.1. By uploading or posting Your Content to the Platform, you initiate an automated process to transcode any audio Content and direct Magroove to store Your Content on our servers, from where you may control and authorize the use, ways of reproduction, transmission, distribution, public display, public performance, making available and other communication to the public of Your Content on the Platform and elsewhere using the Services. To the extent it is necessary in order for Magroove to provide you with any of the aforementioned services, to undertake any of the tasks set forth in these Terms of Use, including the distribution of advertising or other promotional material on our Platform and/or to enable your use of the Platform and Services, you hereby grant such licenses to Magroove, in relation to any and all Content, including audio files, text, images, and other relevant data or information that you upload to the Services, on a worldwide, non-exclusive, royalty-free and fully paid basis.
6.2. By uploading Your Content to the Platform, you also grant a worldwide, non-exclusive license to any other websites, apps and/or platforms with which Your Content may be shared or embedded in order for us to provide you with the Services (“Linked Services”), to use, repost, transmit or otherwise distribute, publicly display, publicly perform, compile, make available and otherwise communicate Your Content to the public, utilizing the features of the Platform from time to time. Notwithstanding the foregoing, nothing in these Terms of Use grants any rights to any other user of the Platform with respect to any proprietary name, logo, trademark or service mark uploaded by you as part of Your Content (“Marks”), other than the right to reproduce, publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of reposting sounds with which you have associated those Marks.
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.
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. Magroove+
7.1. Magroove+ is a music aggregation service provided by Magroove in order to upload your Content to Digital Service Providers (“DSPs”; Streaming Services and Online Music). Should you choose to use Magroove+ aggregation service, when filling out the Upload form available on our website, Magroove will be responsible for all necessary measures in order to upload your Content to DSPs, including, without limitation, Spotify, Deezer, Apple Music (For the full list, please access artists.magroove.com). Otherwise, you can upload Content to the Platform alone without using Magroove+.
7.2. You will never be charged in respect to any costs or expenses related to the upload of Your Content, whether or not you choose to use Magroove+ aggregation service. If you choose to use Magroove+, we will be responsible for collecting all royalties from downloads, streaming, and any other royalties related to Your Content uploaded through Magroove+ (the “Net Income”), and we will pay you 100% of the Net Income. However, in order to cover the expenses related to the upload and maintenance of Your Content, we shall retain the first USD 5.00 (five dollars) for each single, album or EP (your “Releases”) you upload on an annual basis. Artists are allowed to retrieve their share on the Net Income after it has reached a minimum threshold of USD 50.00 (fifty American dollars).
7.3. If you choose to use Magroove+ aggregation service, you also have the option to allow us to upload Your Content to Magroove’s YouTube channel, by having the relevant checkbox clicked when uploading Your Content to the Platform. By doing so, you grant us a worldwide, non-exclusive, royalty-free and fully paid license to post Your Content, including, without limitation, the rights to use, repost, monetize, transmit or otherwise distribute, publicly display, publicly perform, compile, make available and otherwise communicate Your Content to the public utilizing Magroove’s YouTube channel. In this case, we will be responsible for collecting all income arising from the monetization of Your Content on Magroove’s YouTube channel, which will be accounted for as part of the abovementioned Net Income.
7.4. In order to receive any and all payments from Magroove in regards to your percentage of the Net Income, you are required to have a bank account capable of receiving international wire transfers. 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. If you cannot obtain a bank account capable of receiving wire transfers, Magroove will hold any and all Net Income that has 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.
7.5. Whenever you file a withdraw request of any Net Revenue entitled to your account, we will verify the validity of such Net Revenue 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, bot, 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.
7.6. To the extent necessary for Magroove to upload and promote the distribution of Your Content to DSPs, Magroove’s YouTube channel and any other Third Party Services, including, without limitation, digital retailers and digital entertainment services, you hereby grant Magroove, on a worldwide, non-exclusive, royalty-free and fully paid basis, the right and authorization to distribute, license, stream, transmit, promote, and otherwise exploit such Content and any and all rights related to the Content and to the respective sound recording(s). In order for you to receive any and all payments in regards to your percentage of the Net Income, as described in these Terms of Use, you also grant Magroove the right and authorization to collect all income arising from the exploitation of Your Content.
8. Magroove Store
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 your Net Income. 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 Third Party Services, you hereby grant Magroove, on a worldwide, non-exclusive, royalty-free and fully paid 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.
9. Referrals
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, 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. Donations and Subscriptions
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 you Net Income, 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 your Net Income, and we will retain the remainder.
11. Representations and warranties regarding Your Content
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 Services 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, libellous, 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. Liability for content
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 cannot and does not 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. Blocking and removal of content
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, and to limit or restrict access to any Content, for any reason and without 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.
13.2. Please also note that individual Uploaders have control over the audio content that they store in their account from time to time, and may remove any or all audio content or other content without notice. You have no right of continued access to any particular item of content and Magroove shall have no liability in the event that you are unable to access an item of content due to its removal from the Platform, whether by Magroove or the relevant uploader.
14. LIMITATION OF LIABILITY
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 YOU BY 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. Indemnification
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. Termination
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 the Account tab in your Settings 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. Assignment to third parties
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. Severability
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. Entire agreement
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 with respect to your use of the Platform, and supersede any prior agreement between you and Magroove.
20. Applicable law and jurisdiction
20.1. This Agreement is 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 this Agreement.