 |

Main Search Engine
|
 |
The services offerred to musicians on this site are restricted to persons 18 years of age or older. If you are under 18, then someone over 18 must enter into a services agreement in their name and your name jointly. For more information on how to do this, please contact us at . We will send you instructions right away and you'll be able to continue with your registration immediately!
GENERAL
CONTRACT BETWEEN SONICAWARENESS & MUSICIANS
This agreement describes the legal relationship
between Sonic Awareness Inc. (hereafter referred to as "us or we")
and you (an individual musical artist or an individual acting as the legal representative
of your band and hereafter referred to as "you"). These terms have
been drafted to help protect the interests and rights of the bands, individual
artists and their representatives. Please read the following text carefully.
By completing the Artist Registration form, you are telling us that you
agree to be bound by all terms and conditions of this agreement and by submitting
music or other content to us by any means, you indicate that you agree to be
bound by this agreement.
1. License Program. The terms and agreement
on the submission of music and content to Sonicawareness.com ("agreement")
outlined below apply if you provide us with such material in the form of sound
recordings (of any format) and/or any other material or medium of any kind whatsoever.
Material shall mean music files, recording (digital or otherwise), pictures,
videos, song lyrics, music charts or notation, band descriptions, appearance
information etc., or any and all other information submitted to us by you. By
the act of delivering material to us you hereby grant us a non-exclusive, world-wide,
royalty-free license to create and use samples of the material for the
purpose of demonstrating or promoting your products or services.
2. CD Sales Program. Your participation in the CD Program is optional. If you are participating in the submission of music and content, you may participate in the CD Program by using the links available in the Artist Account or "Musical Products and Services" section, and the tools available in these sections to designate one or more sound recordings of musical compositions
or other audio content ("CD Content") for sale by us in the form of
compact discs that we manufacture and sell ("CDs"). You will also
provide us with other material related to your CD Content (such as CD artwork,
liner notes, credits, illustrations, etc.) for our use in connection with the
CD Program ("CD Content"). For the complete agreement, read the CD
Sales Program Agreement below.
3. Membership Fees. In consideration for receiving access to the Full Member Service
for the period of one year (365 days), you shall pay us by credit card the sum of seventy dollars U.S. ($70.00).
In consideration for receiving access to the Full Member Service for the period of six months only (180 days...Six 30 day periods), you shall pay us by credit card the sum of thirty nine dollars and
ninety nine cents U.S. ($39.99). In consideration for receiving access to the Full Member Service
for the period of 3 months (90 days...three 30 day periods), you shall pay us by credit card the sum of twenty four dollars and ninety nine cents
U.S. ($24.99). In consideration for receiving access to the Full Member Service for the period of one month only (30 days), you shall pay us by credit card the sum of nine dollars and ninety nine cents U.S. ($9.99). By providing credit
card billing information, you shall be authorizing SonicAwareness.com to charge
the applicable membership fee to that credit card in accordance with the payment
program you have chosen. We have the right to immediately discontinue your ability
to use the Service once the amount of time you have paid for has elapsed. Service will only be continued if additional payments are made for subsequent months of service as outlined above.
Basic Membership is the only form of service that does not require payment. There is currently no time limit on Basic Membership privileges.
4. Royalties. With respect to your musical content, you will be eligible
to receive royalties by becoming a Full Member. You will be paid US$0.02 for each
unique download of your material during the time you are a registered Full Member
on SonicAwareness. Royalties will be paid out on a quarterly basis if you have
aggregated more than $2.00. For the complete agreement of the royalties
program, read the SonicAwareness Royalties Program Terms and Conditions below.
5. Termination By You. You have the right to terminate this agreement
at any time by notifying us in writing (for the purpose of this agreement, e-mail
is considered as "in writing")by emailing us at . We agree to terminate this agreement
within five business days of our actual receipt of this notice. At that time,
we shall refund any “unused” portion of fees paid to us (refunds will be given at the
discretion of the company management) minus any earned and/or paid royalties. For example, if you cancel, and have $20 worth of pre-paid months that will go unused, and have accumulated or been paid $15 in royalties, you will receive $5 in return for the months that will go unused ($20-$15=$5). If your royalties exceed the amount of money pre-paid for months that will go unused, you will not be refunded any portion of the fees you paid us previously. Please note, that once you join, 1 month of service will be considered "used". Moreover, the 1st
day of each 30 day period constitutes one month’s use of services. Therefore, if you
terminate this agreement on the 1st day of any 30 day period, you will not be
refunded for that period's services. Refunds are calculated according to the
monthly payments derived from the annual fee, which in this case is US$5.83
($70/12 months). Therefore, if you purchase membership for longer than 1 month (30 days),
but terminate your agreement prior to the end of its paid duration, you shall
be refunded $5.83 for each unused month. Termination By Us. We may
terminate this Agreement at any time by so notifying you after sending notice
of termination to the email address you supply to us. In the event we terminate
this Agreement upon determination you are attempting to manipulate our Royalty
program, we shall not refund you any portion of the annual membership. In the
event we terminate this Agreement for any other reason, we shall refund you for pre-paid months that will go unused. Again, the amount for each unused month is based on the Annual Fee of $70, which equals a monthly fee of $5.83. Rights on Termination.
Upon termination of this agreement, the License Program, CD Sales Program and
Royalties program shall be terminated as well, except for any Royalties already
earned, CDs already burned or CD Sales already booked. Earned royalties, resulting from unique downloads of your music, will be forfeited though if you have signed up for 1 full year and decide to terminate your membershp and take advantage of the 60 day, money back, special cancellation agreement.
6. Copyrights. You retain the rights of ownership of any and all copyrights
owned by you, subject to the non-exclusive rights granted to us under this agreement.
You are free to grant similar rights to us or others during and after the term
of this agreement.
7. Error Correction. We will implement and maintain business practices
which enable us to accurately categorize content that you deliver to us. If
we make an error in good faith, your sole exclusive remedy will be for us take
all reasonable steps to promptly correct the error as soon as we become aware
of the error.
8. Ownership Warranty. You represent and warrant that the material
is your or your band's own original work, and contains no sampled material,
that you have full right and power to enter into and perform this agreement,
have the right to grant the rights and licenses described in paragraph 1, and
have secured all third party consents necessary to enter into this agreement,
that the material does not and will not infringe on any third party's copyright,
patent, trademark, trade secret, or other proprietary rights, rights of publicity
or privacy, or moral rights, the material does not and will not violate any
law, statute, ordinance or regulation, the material is not and will not be defamatory,
trade libelous, pornographic or obscene, and the material does not and will
not contain any viruses or other programming routines that detrimentally interfere
with the computer systems or data. All factual assertions that you have made
and make to us are true and complete. You agree to indemnify and hold us and
our customers harmless from any and all damages and costs, including reasonable
attorney fees, arising out of or related to your breach of the representations
and warranties described in this section. You agree to execute and deliver documents
to us, upon our reasonable request, that evidence or effectuate our rights under
this agreement.
9. Liability Matters. In the event of a breach of this agreement, then
all costs and expenses including reasonable attorney fees incurred by the prevailing
party therein shall be paid by you. The obligation on the part of the other
party shall be deemed to have accrued on the date of the commencement of such
action and shall be enforceable whether or not the action is prosecuted to judgment.
Should Sonic Awareness Inc. be named as a defendant in any suit brought by or
against you in connection with or arising out of your songs or recordings, you
shall pay to Sonic Awareness Inc. its costs and expenses incurred in such suit
including reasonable attorney fees.
11. No Warranty. We provide our products and services related to this
agreement "AS IS" without warranty of any kind, including but not
limited to warranty of compatibility, warranty of merchantability, or warranty
of fitness for any particular purpose.
12. Governing Law. This agreement will be governed by Ontario law,
excluding conflict of law principles. Any action or proceeding arising out of
the related to this agreement must be brought in Provincial or Federal or competent
jurisdiction located in Toronto, Ontario and we both irrevocably submit to the
exclusive jurisdiction of such courts. All notices, requests and other communications
under this agreement must be in writing (e-mail messages shall be deemed writings).
This agreement sets forth the entire understanding and agreement of the parties
as to this agreement's subject matter and supersedes all prior proposals, discussions
or agreements with respect to such subject matter. It may be changed only by
a writing signed by both parties (e-mail headers and/or plain text signatures
on e-mail messages shall be deemed signatures).
13.Force Majeure. If performance of this
agreement by either party or any obligation hereunder (other than the payment
of money) is prevented, restricted or interfered with by causes beyond its reasonable
control including, but not limited to acts of God, fire, explosion, vandalism,
cable cut, storm or other similar occurrence, any law, order, regulation, direction,
action or request of any federal, state, provincial or local governments, or
of any national, provincial or local department, agency, commission, court,
bureau, corporation or other government instrumentality, or of any civil or
military authority, or by national emergencies, insurrections, riots, wars,
strikes, lockouts or work stoppages or other labor difficulties, supplier failures
or shortages, then such party shall be excused from such performance on a day-to-day
basis to the extent of such prevention, restriction or interference. The party
claiming force majeure shall notify the other party and shall use reasonable
efforts under the circumstances to avoid or remove such force majeure. If the
force majeure lasts for more than thirty (30) days, either party may terminate
this agreement on written notice.
14. Exclusion of Our Liability: WE SHALL NOT BE LIABLE TO YOU OR ANY PERSON CLAIMING ON YOUR BEHALF OR UNDER
YOUR RIGHTS FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, ECONOMIC OR EXEMPLARY
DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS,
OR OTHER ECONOMIC DAMAGES, AS A RESULT OF ANY BREACH OF THIS AGREEMENT OR ANY
WARRANTY, REGARDLESS OF WHETHER WE WERE ADVISED OF, KNEW OR OUGHT TO HAVE KNOWN
OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
15. Limitation
of Our Liability: NOTWITHSTANDING ANYTHING ELSE
IN THIS AGREEMENT TO THE CONTRARY, OUR MAXIMUM LIABILITY FOR ANY DAMAGES
SUFFERED BY YOU OF ANY KIND WHATSOEVER AS A RESULT OF ANY DEFAULT BY US SHALL
BE LIMITED TO A MAXIMUM SUM EQUAL TO THE MONIES ACTUALLY PAID BY YOU TO US UNDER
THE TERMS OF THIS AGREEMENT FOR MEMBERSHIP FEES PLUS ANY ACCRUED BY UNPAID ROYALTIES.
CD
PROGRAM CONTRACT ("Ready to Go" Program)
Your participation in the CD Program is optional. If you are participating in the submission
of music and content (agreement), you may participate in the CD Program by using
the links and/or tools in the Artist Account, or Musical Products and Services section to designate one or more sound recordings of musical compositions or other audio content ("CD
Content") for sale by us in the form of compact discs that we manufacture
and sell ("CDs"). You will also provide us with other material related
to your CD Content (such as CD artwork, liner notes, credits, illustrations,
etc.) for our use in connection with the CD Program ("CD Content").
License for CD Content and CD Material. By the act of delivering CD Content
and/or CD Material to us, you grant to us a non-exclusive, worldwide license
to: (a) publicly perform, publicly display, broadcast, encode, reproduce, transmit,
manufacture and distribute the CD Content and CD Material in connection with
the distribution, sale and promotion of your CDs or our compilation CDs; (b)
convert CD Content from MP3 to Redbook format in order to distribute either
or both formats on CDs; (c) make copies of CD Content employing any compression
technologies selected by us in order to create a database of your CD Content;
(d) make your CD Content accessible as audio streams from the Website to holders
of Secure Accounts who have purchased your CDs or have otherwise added your
CD Content to their Secure Accounts with your permission; and (e) use any trademarks,
service marks or trade names incorporated in the CD Content and/or the CD Material
and use the name and likeness of any individual whose performance is contained
in the CD Content or whose image is portrayed on the CD Material in connection
with the promotion, distribution, reproduction and performance of CD Content
and CDs. We will not include your CD Content on CDs in compilation with content
provided by others or on Promotional CDs unless your permission to do so is
indicated in writing (email message shall be deemed writing). If you do not
specifically designate a work as CD Content only, it shall be considered Standard
Content for the purpose of this Agreement.
CD Royalties. You will set
the selling price for each of your CDs according to our minimum pricing guidelines.
If you set the price of your CDs at cost (as stated in our Rate Sheet), you will not
receive any royalties. If any profit is made on the sale of one of your CDs, SonicAwareness will take the first $0.95. Therefore, If you set the price of your CDs at ninety five cents
($0.95) or less ABOVE the cost, you will not receive any royalties.
If you set the price of your CD at more than ninety five cents ($0.95) above
the cost, we will keep ($0.95) and pay you one hundred percent (100%) of the "Net Revenue" (as defined below).
above and beyond the first ninety five cents. For examples, read
the CD Info Section. For the
purpose of this Agreement, "Net Revenue" shall mean the gross revenues
we actually receive from such sales, less only cost, sales, use, value-added,
or similar taxes, customs duties, import or export taxes or levies, shipping
or freight, and returns.
Termination of CD Program License. Subject
to the provisions contained in Section 5 of the General Contract Between Sonicawareness Musicians, you may terminate your license to us with respect to some
or all of your CD Content and CD Material, at any time by utilizing tools and links provided
in the Artist Account or Musical Products and Services section. You must also send us an email at confirming your desire to terminate this license.
General Contract Provisions.
The provisions of the General Contract Between Sonicawareness & Musicians
set out above are incorporated into and form part of this CD Program Contract,
including but not limited to the provisions regarding CD Sales Program, Termination,
Copyrights, Ownership Warranty, Liability Matters, No Warranty, Governing Law,
Force Majeure, Exclusion of Our Liability and Limitation of Our Liability.
ROYALTIES CONTRACT
Set forth below are the terms and conditions
(the "Terms and Conditions") of Sonic Awareness Inc.'s (the "Sponsor")
"Royalties" program (the "Program"), pursuant to which Qualified
Artists (as defined below) may earn cash payments when users of the SonicAwareness.com
web site download the music and/or other content the Qualified posted on the
Sonicawareness.com web site. As used herein, the term "Sponsor" refers
to Sonic Awareness Inc. The term "you" refers to an eligible Artist.
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. BY POSTING MUSIC AND/OR
OTHER CONTENT ON THE SONICAWARENESS.COM WEB SITE AND/OR CONTINUING TO HAVE MUSIC
AND/OR OTHER CONTENT POSTED ON THE SONICAWARENESS.COM WEB SITE, YOU ARE CONSENTING
TO BE BOUND BY SUCH TERMS AND CONDITIONS.
Eligibility: Subject to the additional restrictions listed below, any
artist/band: (i) who completes the “Full Membership Registration” process on
the SonicAwareness.com web site ; (ii) whose music and/or other content is approved
by Sonic Awareness for posting; and (iii) whose music and/or other content is
"live" on the SonicAwarenenss.com web site at the beginning of each
"Tracking Period" (as defined below), is considered a "Qualified
Artist" and is eligible to participate in the Program for the length of
each such Tracking Period. The terms and conditions of the "Full Membership
Registration" process on the SonicAwareness.com web site, including the
terms and conditions of Sponsor's Disclaimer (see General Contract Between SonicAwareness & Musicians) apply and are incorporated herein by reference. Sponsor is not responsible for
electronic failures in transmission of music and/or other content to the SonicAwareness.com
web site. Certain artists/bands with whom/which Sponsor has a special personal
relationship will not be eligible to participate in the Program. Employees,
officers, and directors of Sponsor, its parent companies, corporate affiliates,
subsidiaries, advertising, program, and fulfillment agencies, their immediate
family members and persons living in their same household as such persons, are
not eligible to participate in the Program. Participation in the Program is
void where prohibited by law.
Earning Cash Payments: During the Program, Sponsor will pay the Artist
US$0.02 for each unique download of the full length Mp3 file posted in the Artist's Listening Room. Visitors to the SonicAwareness.com web site
will be able to download each song multiple times, however, only one download
per visitor will count towards the royalty payment no matter how many times
they visit the site or download the song. Only mp3 audio file types are eligible
for the Program. Any other audio file types of the original song are not eligible
for the Program. Payment amounts will be calculated, for each 24-hour period
commencing on 12:01 a.m. Eastern Standard Time and ending at 11:59 p.m. Eastern
Standard Time each day (each a "Tracking Period"). Sponsor reserves
the right to promote artists/bands on the SonicAwareness.com web site at its
sole discretion, including, but not limited to, program of artists/bands via
featured artists and songs sections of the SonicAwareness.com web site.
Tracking Cash Payments Earned: You will be able to access information
about your participation in the Program only by emailing us at . Once this request is received, we will email you an estimate. Estimated
Earnings figures are estimates only and are subject to change upon audit/verification
by Sponsor. Please be sure to include your
artist login username and password in all correspondence. Failure to do so
will result in your correspondence being disregarded.
Distribution of Cash Payments: Estimated Earnings for each Tracking Period
are not finalized until Program records are audited by Sponsor or an entity
designated by Sponsor to perform such activity. As a result, actual cash payments
made to a Qualified Artist may be different than those reported by SonicAwareness via email. Payments to Qualified Artists entitled to
receive such payments will be made in the form of an online distribution via PayPal to the order of the "Band Contact" for such
Qualified Artist, as provided to Sponsor during the "Full Membership Registration"
process on the SonicAwareness.com web site. Sponsor will determine the amount
owed to the Qualified Artist on a quarterly basis. Within 60 days of the close
of each quarter Sponsor will send you a detailed accounting statement and an amount payable in U.S. Dollars in the appropriate amount, except if the amount
Sponsor owes Qualified Artist is less than $2.00 (the "Payment Floor").
Sponsor will hold the money until either (i) the total cumulative amount
Sponsor owes you at the end of any particular quarter is at least equal to the
Payment Floor, or (ii) this agreement terminates. Sponsor agrees to keep accurate
books and records covering all transactions related to this agreement. The Payment
Floor is subject to change at any time or from time to time, at Sponsor's sole
discretion. Payments to musicians will be made via PayPal. Money will be sent to the person each band or artist designates as the primary contact. Musicians and band members receiving royalty payments are responsible for any tax implications that may arise from receiving payment.
General:
(a) Agreement to Terms and Conditions: By posting music and/or other
content to the SonicAwareness.com web site and/or continuing to have music and/or
other content posted on the SonicAwareness.com web site, you agree to be bound
by these Terms and Conditions and the decisions of Sponsor, which shall be final.
Sponsor reserves the right, at its sole discretion, to suspend or cancel the
Program at any time if a computer virus, bug, or other technical problem ("Incident")
corrupts the administration, security, or participation in the Program. In the
event of such cancellation, payments (if any) that can be determined prior to
such Incident will be distributed subject to the Terms and Conditions of this
Program.
(b) Name Address Changes/Updates: You are responsible for the administration,
via the Artist Account area of the SonicAwareness.com web site, of any change
of name, email address or mailing address of the Band Contact person listed
for the Qualified Artist.
(c) Audit and Disqualification: Sponsor reserves the right to audit any
and all participant's Estimated Earnings at any time and without notice to a
participant to ensure compliance with these Terms and Conditions. In the event
an audit reveals discrepancies or violations, the processing of cash payments
may be delayed until the discrepancies or violations are resolved. Any participant
(or member of a participating band) who is determined by Sponsor, at its sole
discretion, to be "tampering" with or "gaming" the Program
shall be disqualified from participating in the Program for its duration and
shall forfeit any and all cash payments earned under the Program. Sponsor also
reserves the right to disqualify any band/artist from further participation
in the Program if, in Sponsor's sole judgment, that band/artist has violated
any of the Terms and Conditions described herein.
WARRANTY DISCLAIMER: SPONSOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH
REGARD TO THE PROGRAM OR ANY ACTIVITIES THEREUNDER, WHETHER EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR
ANY IMPLIED WARRANTY ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING
OR USAGE OF TRADE. IN ADDITION, SPONSOR MAKES NO REPRESENTATION THAT THE OPERATION
OF SPONSOR'S WEB SITE WILL BE UNINTERRUPTED OR ERROR-FREE. SPONSOR WILL NOT
BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS ON SPONSOR'S WEB
SITE.
LIMITATION OF LIABILITY: By participating in the Program, each participant
agrees to release and hold Sponsor and the employees, officers, directors, shareholders,
agents, representatives of Sponsor, its parent companies, affiliates, subsidiaries,
advertising, program, and fulfillment agencies, and legal advisors, harmless
from any and all losses, damages, rights, claims and actions of any kind arising
from or related to: (i) late, lost, delayed, damaged, misdirected, incomplete,
illegible or unintelligible submissions of music and/or other content to the
SonicAwareness.com web site; (ii) telephone, electronic, hardware or software
Program, network, Internet, or computer malfunctions, failures, or difficulties
of any kind; (iii) failed, incomplete, garbled, or delayed computer transmissions;
(iv) any condition caused by events beyond the control of Sponsor that may cause
the Program to be disrupted or corrupted; (v) any injuries, losses, or damages
of any kind arising in connection with or as a result of participation in the
Program; (vi) any printing or typographical errors in any materials associated
with the Program or (vii) claims based on publicity rights, defamation, or invasion
of privacy. In addition, IN NO EVENT WILL SPONSOR BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE ARISING
OUT OF YOUR PARTICIPATION IN THE PROGRAM (HOWEVER ARISING, INCLUDING NEGLIGENCE),
EVEN IF SPONSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Modification of Program Terms and Conditions: Sponsor reserves the right
to modify these Terms and Conditions at any time at Sponsor's sole discretion.
Sponsor will post any such modification to the SonicAwareness.com web site,
and may in addition inform participants by email. Modifications shall be effective
one day from the date of posting on the web site. If any such modification is
unacceptable to you, your sole recourse will be to terminate your participation
in the Program by removing your music and/or other content from the SonicAwareness.com
web site. If you choose to continue participating in the Program, after any
such modification, you will be deemed to have accepted the Terms and Conditions,
as modified. In addition, the SonicAwareness.com web site may change from time
to time without notice.
Cancellation: The Program may be terminated at any time prior to the
last day of the month, without prior notice, and Sponsor reserves the right
to cancel the Program at any time and for any reason. Notice of any such cancellation
will be posted on the SonicAwareness.com web site and may be made by email to
participants. In the event that the Program is terminated earlier than the last
day of the month, cash payments over and above the Payment Floor earned will
be calculated through the end of the last day the Program is in effect and actual
payment will be made as described above.
Publicity: Sponsor reserves right to publicize all amounts paid in connection
with the Program via radio, print, Internet advertising, etc, however, all amounts
paid will be anonymous aggregate totals. By participating in the Program, you
agree to the use of your artist/band name, voice and/or likeness for the purpose
of advertising, trade, or program related to your CDs, our compilation CDS,
your or our other products or services, and the SonicAwareness website, without
further compensation, unless prohibited by law. Each participant will be required,
upon request of Sponsor, to sign and return a publicity consent agreement. If
a participant fails to timely return a completed and executed publicity consent
agreement as requested, all cash payments earned under the Program will be forfeited.
General Contract Provisions. The
provisions of the General Contract Between SonicAwareness
& Musicians set out above are incorporated into and form part of this CD
Program Contract, including but not limited to the provisions regarding CD Sales
Program, Termination, Copyrights, Ownership Warranty, Liability Matters, No
Warranty, Governing Law, Force Majeure, Exclusion of Our Liability and Limitation
of Our Liability.
Contacting Sponsor: You may contact Sponsor by email at:
or by sending a letter to Royalty Program c/o SonicAwareness Inc., 155 East
Beaver Creek Rd., Unit 24, Suite 121, Richmond Hill, Ontario, Canada L4B 2N1.
 |
 |
 |