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INHANCE MEDIA ARTIST SERVICES TERMS AND CONDITIONS 

Last Modified on April 23, 2009 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY; THIS IS A BINDING CONTRACT.

Audiolife.com and related Audiolife Internet widget applications (the “Web Site”), is an on-line music production, distribution and promotional service made available to you by INHANCE MEDIA, a California Corporation (“Inhance Media,” “we” or “us”).  The Web Site enables registered account holders to promote, sell, distribute content and products throughout the web and allows users to browse, preview and purchase such content and products that are made available through the Web Site.   

These Artist Services Terms and Conditions (these “T&C”) set forth the terms and conditions under which we provide our service that will allow you to create, produce, market, and sell customized merchandise, books, photos, compact discs, DVDs, digital music downloads, ringtones, and CD-ROMS (collectively, "Products") through the Web Site (the "Artist Services").  

All of the services available through the Web Site, whether offered by us and/or our business partners are referred to herein as the “Services,” which shall include, but not be limited to, the Artist Services.  Certain Services may require you to agree to additional terms and conditions.   A full description of the Services available through the Web Site and the fees associated with such Services can be found here:  [URL].

We may amend these T&C at any time by posting the amended T&C on the Web Site, and you agree that you will be bound by any changes to the T&C.  For your convenience, the date of last revision is included at the top of this page.  We may make changes to the Web Site and/or the Services at any time.  You understand that we may discontinue or restrict your use of the Web Site and/or the Services for any reason or no reason with or without notice.   

Your use of the WEB Site AND/OR THE SERVICES, or BY clicking “I ACCEPT” if presented with these terms of use in a click-through format, signifies that you agree to these T&C and constitutes your binding acceptance of these T&C, including any modifications that WE make from time to time.  

1. Additional Agreements

Before you can use the Artist Services (defined below) you must agree to these T&C, and the[Terms of Service URL] or “TOS”.  The TOS are fundamental parts of this T&C and are incorporated into this T&C by this reference. You are responsible for complying with these T&C and the TOS.  Capitalized terms that are not otherwise defined in these T&C have the meanings set forth in the TOS.  In addition, there may be other documents and agreements that apply to your use of the Web Site.   

If the terms of these T&C conflict with the TOS, these T&C will govern and prevail.  

Your Eligibility for Artist Services. 

Inhance Media will only knowingly provide the Artist Services to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may use the Artist Services only under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. The Artist Services are not intended for children under the age of 13.  

Registering as an Artist. 

Only registered users of the Artist Services (each, an “Artist”) may use the Artist Services. To become an Artist, you must open an Artist account (an "Account") with Inhance Media through its online registration process. Your Account will be linked with a series of modifiable aspects of the Web Site (the “Artist Page”) which includes tools and materials to allow you to market Products through your Artist Page. 

You must provide Inhance Media with accurate and complete contact and payment information when you open an Account. You must immediately notify Inhance Media if any of this information changes. If you do not provide Inhance Media with complete, accurate, and updated contact information, you may not be eligible to sell Products.  Inhance Media will use your Account registration data only in accordance with its privacy policy which can be reviewed at [Privacy Policy URL]. 

You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any unauthorized third party. You must notify Inhance Media immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Inhance Media immediately if you become aware of any other breach or attempted breach of the security of your Account or the Inhance Media Service. 

Artist Obligations. 

You must use the Artist Services in a manner that demonstrates common sense and respect for the rights of Inhance Media and third parties and in accordance with applicable laws and regulations.  

If you offer Products through your Artist Page and/or related widgets, you will be solely and exclusively responsible for ensuring that your Artist Page, any content or materials that you submit to Inhance Media for use with your Products ("Content"), and any web sites linked to your Artist Page comply with the terms and conditions of TOS, the Privacy Policy and all applicable laws, regulations and rules.  

You will not design, produce, market or sell a Product or post, distribute or transmit any Content through the Web Site and/or its related widgets that is, as determined by Inhance Media in its sole and absolute discretion:  

1. generally offensive or inappropriate;

2. unlawful, would constitute, assist or encourage a criminal offense, or that would violate any local, state, national, or international law, rule or regulation;

3. you do not have the lawful right to design, produce, market, sell, distribute, reproduce, or perform any other action necessary to carry out the terms hereof, including your obligations pursuant to this T&C and the TOS;

4. misrepresents your affiliation with any person or entity;

5. infringing the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity;

6. libelous, defamatory or slanderous;

7. obscene or pornographic; or

8. harmful to, or exploitative of, minors in any way.

While Inhance Media has no obligation to monitor the transactions or communications made through its Web Site, it reserves the right to cancel any such transaction or take any other action to restrict access to or the availability of any material that may be considered to be objectionable, without any liability to you or any third party. 

Inhance Media charges certain fees for specific types of Product-fulfillment services that Inhance Media provides.  Should you choose to use certain Product-fulfillment services, you agree to pay the fees designated by Inhance Media for such services.  Please see Section 2 of the TOS for additional details on your payment responsibilities. 

Licensing Your Content to Inhance Media. 

In uploading any of your Content to the Web Site, you grant to Inhance Media a royalty-free, worldwide, transferable, nonexclusive, right and license in such Content, in all media existing now or created in the future: (i) to permit you to use the Artist Services to design, produce, market and sell Products through the Artist Services, and (ii) to permit Inhance Media to promote, advertise and distribute your Products, your Artist Page, or the Inhance Media Service generally. Without limitation, this promotion, marketing, or advertising may consist of:

1. Creating promotional "streams" of audio or video Content and making portions of your Content (in the form of clips) available to the public;

2. Providing order fulfillment services for Products, including, without limitation, payment processing and shipping and handling;

3. Promoting, selling, distributing, and/or delivering audio Content, as individual tracks or entire albums, to purchasers who may use such Content under sublicense from Inhance Media;

4. Offering and selling Content as alert sounds, ringtones and/or ringback tones;

5. Using kiosks to distribute, market and promote Content, including without limitation, by allowing the burning of compact disc copies of the Content or by allowing a copy of Content to be transferred to personal devices;

6. Allowing copies of Content to be distributed as so-called “conditional” downloads, whether tethered to a device, time limited, play limited or otherwise (including embedding data right management tools in Content);

7. Creating commercial “streams” of Content and authorizing others to “stream” Content commercially;

8. Displaying and electronically delivering artwork used in connection with your Content;

9. Placing Content in magazines, television shows, movies and other media;

10. Using Content (including artwork) and metadata as may be reasonably necessary or desirable for us to exercise our rights under Agreement;

11. Authorize others to perform any one of the activities above.

This section only licenses Inhance Media the right to use your Content for the purposes stated above, and does not give Inhance Media ownership of any of your Content.

Name and Likenesses; Promotional Use and Opportunities

We may use and authorize others to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers, and/or songwriters, in any marketing materials for the sale, promotion and advertising of the applicable Content which is offered for sale or other use  (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits and performances of the applicable artist or band in connection with the sale or licensing of Content).  Inhance Media has the right, but not the obligation, to market, promote and advertise the Content and makes no guarantees whatsoever about there being any minimum sales or uses of any Content.  You represent that you have obtained written privacy and publicity rights releases from each and every person who is depicted or featured as a performer in any of your Content, and you have been granted the right to use and exploit such likenesses, images and voices in any way you desire and authorized to license those rights to others, and you have licensed those rights to us in the Agreement.

Product Creation. 

You will upload or ship to Inhance Media all Content that you want to use with the Artist Services in accordance with the applicable instructions on the Web Site. You must also upload or ship all other Content required to package and market any of your Products, such as cover artwork, titles, and complete and accurate credits. Inhance Media may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Artist Services. 

You must have all necessary approvals and consents to use all Content and you must deliver copies of those approvals and consents to Inhance Media, if Inhance Media requests them.  

You will be solely responsible for the creation of the electronic and digital Content that you upload or ship to Inhance Media, and will pay all costs associated with its creation and copies thereof, including, without limitation: (i) compensation due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses the Content; (ii) payments required by any agreement between you and any labor organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities and equipment, and the like.  

You must pay all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in your Content. For example, you must pay all mechanical copyright royalties due to the owners of any musical composition used in your Content.  

You acknowledge that Inhance Media is not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments. 

Marketing and Advertising Your Artist Page. 

Inhance Media reserves the right, but has no obligation, to promote your Artist Page or Products by, for example, featuring them in Inhance Media newsletters or on the Web Site, referring users to your Artist Page, or describing your Products or Artist Page in communications with third parties.  

You may not use "spam," "blast-faxes" or recorded telephone messages to market or sell Products. You may not spam or attempt to deliberately subvert the results of the Inhance Media directory or search engine with false, misleading, or unnecessarily repetitive information. 

Inhance Media, in its sole discretion, may prohibit you from "linking" your Artist Page to any web sites that contain content that, if used on the Inhance Media Web Site, would violate any of Inhance Media's agreements or policies.  

Inhance Media may assign a UPC code to your Products.  

Compensation and Fees. 

We have certain minimum prices that we set for the various Products which are sold through the Artist Services (the “Minimum Price”).  You will be able to select the price for each Product you sell through the Artist Services, provided that the price you select is at least as much as the Minimum Price.  To see a detailed explanation of the types of Products that you may sell, and the Minimum Price for those Products, please see our pricing information at [Make Active Link].   

Generally, for each valid purchase of a Product by an end user that is not returned, we retain the Minimum Price as a fee for the Artist Services and we pay you the difference between the price you set for that Product the Minimum Price.  You will not be charged directly for the Minimum Price of Products.  Please note that for certain Products, the charges and fees may be different (for example, the charges and fees with ringtones) than as described in this paragraph.  Please see the pricing information guide for Products here for details:  [Make Active Link]. 

You and agree that the amount payable to you, if any, is inclusive of any so-called “artist royalties” that might otherwise be required to be paid for sales or exploitation of the Content pursuant to the applicable laws of any jurisdiction You have the right to affiliate with a performance rights society or other entity to collect monies that may be payable to you for use of your Content. 

You must provide your taxpayer information to Inhance Media as required by the IRS. If Inhance Media does not have current taxpayer information for you on file for a particular year, payments due to you under this Agreement will not be made to you until December 31st of such year, and all of such payments will be subject to a 30% backup withholding which will be submitted to the IRS.  

If you earn less than the dollar amount selected as the payment threshold ("Payment Threshold") in the "Cash Out" Section of your account management screen, then the amount of such compensation will not be paid, but will accrue to your Account until such time as it becomes equal to or greater than the Payment Threshold. Inhance Media will make a payment to you to your Paypal account or such other payment method that we may utilize in our discretion from time to time, for the amount of such compensation no later than 60 days after the end of the month in which the total amount of accrued compensation may reach or exceed the Payment Threshold. Inhance Media may, in its discretion, send you a payment before your accrued compensation reaches or exceeds the Payment Threshold. Inhance Media may apply a payment processing charge which shall not exceed $1.00, if you elect to cash out amounts equal to or greater than the Payment Threshold. 

Currently, we only compensate Artists through payments to Paypal accounts.  In order for you to receive payments from us, if any, you must have a valid Paypal account. 

If Inhance Media owes you accrued compensation that is less than the Payment Threshold for at least 365 days, then Inhance Media may send you payment of such accrued compensation minus a $5 processing fee. If the amount of accrued compensation is under $5 for at least 365 days, such amount will be used to cover Inhance Media's administrative costs and no payment will be made to you.  

If you or Inhance Media terminate your Account, and you have less than $20in accrued but unpaid compensation then outstanding, Inhance Media may charge you a $5 processing fee when sending you your final payment to cover its administrative costs. 

Inhance Media may offer a referral program, under which you may earn compensation for referring others to the Artist Services, subject to the terms of this Agreement and the Referral Program Rules.

You acknowledge and agree that the music merchandise and distribution business is speculative and nothing under these T&C acts as a guaranty by us that our exploitation of your Content shall generate compensation to you, if any.

 

Disclaimer of Warranties 

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. INHANCE MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

INHANCE MEDIA MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE WEB SITE AND/OR SERVICES WILL BE CORRECTED. 

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM INHANCE MEDIA OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE T&C AND/OR THE TOS.

Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer may not apply to you.

 
 

Indemnification  

You agree to indemnify and hold Inhance Media, and its subsidiaries, affiliates, officers, employees, directors, agents, co-branders and other partners (collectively, the “Related Parties”), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post to or transmit through the Services, your use of the Services, your connection to the Services your violation of these T&C and/or the TOS, or your violation of any rights of another. 

Inhance Media may withhold any amounts that it owes you if you have to indemnify Inhance Media.  

Limitation of Liability 

YOU EXPRESSLY UNDERSTAND AND AGREE THAT INHANCE MEDIA AND THE RELATED PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF INHANCE MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.  

IN NO CASE SHALL THE LIABILITY OF INHANCE MEDIA OR ANY OF THE RELATED PARTIES EXCEED THE AMOUNT OF PAYMENTS OWED TO YOU DURING THE SIX (6) MONTHS PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE. 

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Inhance Media and its affiliates shall be limited to the fullest extent permitted by law. 

Termination 

In its sole discretion, with or without notice to you, Inhance Media may: (i) suspend or terminate your use of the Artist Services, (ii) terminate your Account, (iii) remove your Artist Pages from Inhance Media's servers and directories and (iv) prohibit you from opening a new Artist Pages. 

You may terminate your Account for any reason at any time by completing the online account termination form. 

If you or Inhance Media suspend or terminate your Account, Inhance Media may: (i) delete any Content or other materials relating to your use of the Artist Services, and Inhance Media will have no liability to you or any third party for doing so and (ii) not allow you to access your Artist Page or create, produce, market, or sell Products. If you or Inhance Media terminate your Account, you must immediately remove all links to the Web Site from any web sites you operate and cease representing yourself as an Artist.  

Any sections of this Agreement which, by their nature, should survive the termination of this Agreement will survive termination of your Account. 

General Provisions

1. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, or employee.

2. A waiver by either party of any term or condition of the Agreement in any instance shall not be deemed or construed as a waiver of such term or condition in the future, or of any subsequent breach thereof.

3. If any provision in the Agreement is determined by a court of competent jurisdiction to be unenforceable or invalid, such determination shall not affect any other provision of the Agreement, and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the commercial intent of the parties.

4. This Agreement is binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.

5. Any notice, approval, request, authorization, direction or other communication under the Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date, if sent by electronic mail to the addresses provided to and by you when you registered for your Artist Account, or as subsequently updated.

6. These T&C shall be governed by and construed in accordance with the laws of the State of California, United States of America without regard to its conflict of law rules. Any legal proceeding arising out or relating to this Agreement will be subject to the exclusive jurisdiction of the State and Federal courts of Los Angeles County, California and you irrevocably consent to the jurisdiction of such courts. You further agree not to bring claims on a representative, class member basis, or as a private attorney general. The UN Convention on Contracts for the International Sale of Goods is expressly disclaimed.

7. To the extent permitted by applicable law, the rights and remedies of the parties provided under the Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.

8. This Agreement is for the sole benefit of the parties to the Agreement and their authorized successors and permitted assigns.  Nothing in the Agreement, express or implied, is intended to or shall confer upon any person or entity, other than the parties to the Agreement and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.

9. You hereby agree that we would be irreparably damaged if the terms of these T&C were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these T&C, in addition to such other remedies as we may otherwise have available to it under applicable laws. In the event any litigation is brought by either party in connection with these T&C, the prevailing party in such litigation shall be entitled to recover from the other party all the costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.

10. Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the service or information provided to or gathered by us with respect to such use.

11. No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.

12. You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void from inception.

13. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) (subject to any shorter limitation) and you hereby waive any longer statute of limitations that may be permitted by law.

14. To the extent it may be applicable, you agree with us to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act.

15. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.



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