Terms and Conditions

BY CLICKING TO ACCEPT THESE TERMS AND CONDITIONS, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY, INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE OUR WEBSITE OR ANY OF OUR SERVICES. BY CLICKING TO ACCEPT THESE TERMS AND CONDITIONS, YOU REPRESENT AND WARRANT THAT YOU ARE THE LEGAL AGE OF MAJORITY UNDER APPLICABLE LAW TO FORM A BINDING CONTRACT WITH THE DISTRIBUTOR.

1. Modification to Terms and Conditions

1.1 – The Distributor reserves the right in its sole discretion to revise and update these Terms and Conditions from time to time. Any and all such modifications are effective immediately upon posting and apply to all use of the services offered by the Distributor. The Artist agrees to periodically review the Terms and Conditions in order to be aware of any such modifications and the Artist’s continued use shall be its acceptance of the amended Terms and Conditions.

2. Term

2.1 – These Terms and Conditions shall apply when the Artist clicks to accept and thereafter shall continue for recurring thirty (30) day periods (each, a “Term”) unless and until terminated by either Party in accordance with the Terminations provisions herein.

3. Distribution Agreement

3.1 – The Distributor hereby engages the Artist’s personal services and endeavors in connection with the production of the Works throughout the Term.

3.2 – Works to be exploited by the Distributor hereunder shall be chosen by the Artist. The Artist may submit material at all times. Notwithstanding the foregoing, the Distributor reserves the right, in its sole and absolute discretion, to reject any Works submitted by the Artist at any time without cause.

3.3 – With respect to the Works, the Distributor shall have the broadest possible latitude in the exploitation thereof, and the exercise of its judgment in all matters pertaining thereto shall be final. Further, the Distributor shall have complete authority to exploit the Works in accordance with its ordinary course of business, policies and terms as it may, in its sole discretion, determine; provided that it shall employ its reasonable best efforts to maximize the commercial benefits to the Artist from the exploitation of the Works. Subject to the foregoing, the Distributor has not made any express or implied representation, warranty, guarantee or agreement as to the total amount of proceeds which shall be derived from the exploitation of the Works, nor has the Distributor made any express or implied representation, warranty, guarantee or agreement that there shall be any sums payable to the Artist hereunder or that the Works shall be exploited continuously. All matters relating to the exploitation of the Works shall be decided by the Distributor in its sole discretion. In no event shall the Distributor incur any liability based upon any claim by the Artist that the Distributor has failed to realize receipts or revenue which should or could have been realized. The Distributor may settle, compromise, adjust, cancel, waive, give allowances to, not collect or not seek any remedy for collection of any contracts, debts or sums due with respect to any Works, for any reason whatsoever.

4. Grant of Non-Exclusive License

4.1 – None of the Works you submit will be subject to any confidentiality by the Distributor.

4.2 – You understand and agree that you, not the Distributor, are fully responsible for any Works that you submit or contribute, and you are fully responsible and legally liable, including to any third party, for such content. The Distributor is not responsible or legally liable to any third party for the content of any Works submitted by you.

4.3 – Subject to the provisions set forth in these Terms and Conditions, the Artist hereby grants to the Distributor and its affiliates the following rights (collectively, the “Licensed IP Rights”):

1. A non-exclusive, non-transferable (except in accordance with Section 23) and worldwide license during the Term to use, copy, transfer, modify, display, reproduce, exploit, distribute, make derivative works, transmit and publicly perform or broadcast the Works for the Distributor’s business or as otherwise used by the Distributor.
2. All ancillary and moral rights as are customary and reasonably necessary to fully exercise the Distributor’s rights hereunder including the right (on a non-exclusive basis) to use the Artist’s name, approved likeness, approved photographs and approved biography in connection with the exploitation of the Works provided that any such approval shall be deemed given in the case of materials supplied by the Artist to the Distributor.
3. A non-exclusive right to grant sub-licenses to couple and/or synchronize the Works with visuals in any digital or physical format (including so-called sample licenses) and to reproduce, copy and digitally encode (including editing, looping or enhancing the Works at the Distributor’s own discretion) for the purposes of the distribution of the Works to third parties for licensing opportunities for the purpose of, including but not limited to advertising, social media, promotion, background use or a corporate presentation.
4. The right to permit the use of any Work in the advertisement, endorsement or sponsorship of any product or service.

5. Further Assurance

5.1 – At the Distributor’s cost, the Artist shall use all reasonable efforts to promptly execute such documents and perform such acts, with any necessary third party, as may reasonably be required for the purpose of giving full effect to these Terms and Conditions.

6. Subscription Fee

6.1 – In consideration of certain additional services rendered by the Distributor, the Artist may purchase a recurring paid subscription plan from the Distributor (the “Subscription Fee”). The Artist shall be solely responsible for all charges, levies, fees, duties, taxes, and assessments in connection with the Subscription Fee.

6.2 – If at any time the Artist fails to make a payment owing for its Subscription Fee will result in the termination of the relationship with the Distributor and removal of all music associated with that Subscription Plan.

7. Royalty Payments

7.1 – As consideration of the rights granted under these Terms and Conditions the Distributor shall dispense to the Artist the percent allocation of the revenue (as determined by the Artist’s subscription plan) received through the Distributor’s Google Adsense account that is attributable to the commercialization of the Works (the “Artist Royalties”). Subject to Section 7.2, Artist Royalties shall be dispensed to the Artist at the end of each calendar month. Notwithstanding the foregoing, if the Artist is in default of its Subscription Fee, the percent allocation of the revenue shall revert to the default rate of fifty (50%) percent until such time as the Artist cures its default.

7.2. – Subject to a minimum amount of one ($1) dollars, the Artist may elect to receive the Artist Royalties via PayPal. Where any Artist Royalties is less than five hundred ($500) dollars, the Distributor shall make such payment by PayPal. The Distributor may, in its sole discretion, vary the minimum transaction amount for any payment method provided herein upon fifteen (15) days’ prior notice to the Artist.

7.3. – All Artist Royalties shall be deducted by transfer fees to cover administrative and banking costs. A minimum fee of two (2%) percent of the Artist Royalties shall be deducted for PayPal transactions, The Distributor may, in its sole discretion and at any point during the Term, offer different payment terms to the Artist.

7.4 – If at any time the Artist delivers written notice to the Distributor of its request to have its Works removed from the Distributor’s services and third-party stores, the Artist will be entitled to receive Artist Royalties up to the date the Works are removed from the third party stores. The Distributor reserves the right to take up to fourteen (14) days to remove the Works from third party stores following the Artist’s written notice respecting same.

8. Accounting

8.1 – All Artist Royalties shall be accompanied by a written accounting statement regarding the Artist Royalties due to the Artist (a “Royalty Statement”).

8.2. – The Artist shall have the right, upon reasonable request, to review those records of the Distributor necessary to verify the royalties paid through a chartered accountant within one (1) year of the Artist’s receipt of such a Royalty Statement. No more than one (1) audit shall be carried out in any calendar year. A representative duly authorized by the Artist may perform this audit. To the extent the Artist utilizes the services of any third party representative to perform this audit, the selection of such third party representative shall be approved by the Distributor, such approval not to be unreasonably withheld. Any such audit shall be conducted at the Artist’s expense and at such times and in such a manner as to not unreasonably interfere with the Distributor’s normal business operations.

9. Representations and Warranties

9.1. – The Artist represents and warrants that:

1. all Works shall be original and written and performed in good faith and the exploitation of the rights granted by these Terms and Conditions shall not infringe the rights of any third party;
2. the Artist owns the copyright and intellectual property and all other related rights in and to the Works;
3. the Artist is fully entitled to enter and perform under these Terms and Conditions;
4. any and each Work and any other material delivered by the Artist to the Distributor hereunder shall not give rise to liability to third parties and, in this regard but without limitation, the Artist hereby makes specific acknowledgment of the importance of respecting the copyright of others;
5. the Artist is and shall solely be entitled to the use of its professional name and any other professional name now or subsequently utilized by the Artist in connection with the Works; and
6. there is no restriction in respect of the Works, in particular:
   
   1. the performance embodied in the Works does not contain any samples for which a license has not been acquired thus causing its inclusion to infringe the rights of a third party; and
   2. any and all consents required pursuant to any legislation protecting the rights of performers have been obtained for all persons whose performances are embodied in the Works.

9.2 – The Distributor represents and warrants that:

1. the Distributor has the legal power, right and authority to enter into these Terms and Conditions and to consummate the transactions contemplated hereby and that these Terms and Conditions constitute a legal, valid and binding agreement of the Distributor.

10. Covenants

Except as contemplated by these Terms and Conditions or with the prior written consent of the Distributor, the Artist, during the Term, shall:

1. ensure and preserve that the representations and warranties in Section 9.1 remain true and correct during the Term;
2. promptly advise the Distributor of any facts that come to its attention which would cause any of the Artist’s representations and warranties herein contained to be untrue in any respect;
3. abide by the terms and conditions of YouTube and Google and ensure that at no time throughout the Term the Distributor is suspended or terminated for any reason by YouTube or Google;
4. authorize and permit the Distributor, as a result of the Artist’s breach of these Terms and Conditions, to withhold all Artist Royalties becoming due to the Artist, including without limitation for the Artist’s outstanding Subscription Fee, up to an amount commensurate with the Distributor’s liability hereunder; and
5. ensure that no Works violate any laws, rules or regulations, including those of YouTube, Google, or the Distributor’s general business terms and policies.

11. Termination

11.1 – Notwithstanding anything contained herein to the contrary, either Party may, by written notice to the other Party, immediately terminate these Terms and Conditions:

1. if the other Party materially breaches these Terms and Conditions and does not cure such breach within a period of thirty (30) days (or such longer period as the non-breaching Party may authorize in writing) after receipt of notice from the non-breaching Party specifying such breach;
2. upon the Artist giving fourteen (14) days’ written notice to the Distributor of its request to have all of its Works removed from the Distributor’s services and third-party stores;
3. upon the Distributor discovering fraud, copyright infringement, invalid payment method, or material breach of a representations, warranty, or covenant herein; or
4. upon the other Party’s bankruptcy, making an assignment for the benefit of creditors or becoming subject to any proceeding seeking its liquidation, winding-up, relief from creditors or the appointment of a receiver or trustee over, or any judgment or order which has a material adverse effect on, any material part its property.

11.2 – Subject to Sections 12.1 and 19.1, upon termination of these Terms and Conditions by operation of law or otherwise, all rights, privileges and obligations arising from these Terms and Conditions shall cease to exist, except for the Distributor’s obligation to pay outstanding Artist Royalties and the Artist’s obligation to pay its outstanding Subscription Fee pursuant to the terms herein.

11.3 – Upon termination of these Terms and Conditions, the Artist agrees to allow the Distributor six (6) months to cease all use of the Works. The Distributor agrees, upon termination of these Terms and Conditions, to discontinue use of the Works as quickly as practicable, but in no event longer than the time specified herein.

11.4 – Streaming Manipulation

The factors used to determine whether any particular consumption or marketing activity is Streaming Inflation will vary according to the specific circumstances of each case and the examples and descriptions of Streaming Inflation set forth herein are not intended to be exhaustive.

Outlets that use your Releases may also have policies related to fraud and suspected fraudulent activities and you agree that it is your responsibility to become aware of and follow such policies, and such policies shall be binding upon you hereunder.

In the event that Company has, in its good faith discretion, reason to suspect that your account or Recordings have been subjected to, involved in, or generated revenue from: violating the Terms of Service; fraud; infringement of copyright, trademark, right of publicity or any other intellectual property right; failure to comply with any third-party license requirement; or Streaming Inflation (collectively, “Improper Conduct”), Company reserves the right to (i) discontinue the posting of income, including any Net Income or other payments to your account, (ii) block your ability to otherwise withdraw funds therefrom until resolution of the suspect activities to the satisfaction of Company is obtained. You further agree that such revenues will be forfeited by you if such determination is made, in its good faith discretion, that your account has been subjected to, involved in, or generated revenue from Improper Conduct.

You further agree to the following:

• You agree to provide Company with any information reasonably requested by Company as part of its investigation into Improper Conduct.
• You agree that if an Outlet notifies Company that any of your Recordings have generated revenue, plays, or streams as a result of Improper Conduct, such notice will serve as sufficient evidence for Company to determine, in its good faith discretion, that such revenues or plays are the result of Improper Conduct.
• Upon Company’s determination that your account or Releases have been subjected to, involved in, or generated revenue from Improper Conduct, you agree that all revenue in your account that has been frozen by Company is forfeited, regardless of whether it was generated from any specific Release(s) or Outlet(s).
• You agree that Company’s good faith determination of Improper Conduct can be based on streaming or other activity that is the same or similar to cases that the Company has previously determined involved Improper Conduct.
• The payment of revenues to you by Company does not constitute Company’s acknowledgement that such revenues were not the result of Improper Conduct.
• Company has no duty to investigate Improper Conduct unless and until it freezes revenues in your account.
• If Company determines that revenues generated to your account are the result of Improper Conduct, and such revenues have already been paid out to you, you agree to return such revenues to Company.
• You agree that you will not be entitled to reimbursement for any fees paid by you to Company in the event Company disables access to your account, your Releases and/or any other materials you provide to Company, or to any revenues forfeited by you as set forth in the preceding sentence.
• To the extent that Company, in its good faith discretion, determines that any Improper Conduct was caused by you or your affiliates’ actions or omissions or by any third party acting on your behalf or at your direction, any costs incurred by Company (including legal fees and expenses) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you.
• If in Company’s reasonable business judgment it elects to engage an attorney to review potential Improper Conduct or review and/or respond to any third-party allegation of Improper Conduct by you or associated with your account or Recordings, Company shall, in its sole discretion, have the right to deduct from your account or charge any alternate payment method you provide to Company (such as a PayPal account, credit card or debit card) (each a “Payment Method”) the cost of such engagement, but at a minimum Five Hundred Dollars ($500), to offset the costs of associated legal fees and expenses.

12. Indemnification

12.1 – All covenants, representations and warranties of each Party contained in these Terms and Conditions shall survive the Effective Date and the termination of these Terms and Conditions, and shall continue in full force and effect, subject to the provisions of this Section.

12.2 – The Artist agrees to indemnify, defend and save harmless the Distributor and its employees, agents, representatives, principals, managers, members, contractors, associates and affiliates (collectively, the “Distributor Indemnitees”) from and against any and all claims, actions, liabilities, damages, costs and expenses (including, without limitation, reasonable lawyers’ fees and costs) and from and against any and all third party losses, liabilities, claims, damages, costs and expenses (collectively, the “Claims”) arising out of or resulting from:

1. any inaccuracy or misrepresentation in any representation or warranty of the Artist in these Terms and Conditions;
2. any breach of any covenant of the Artist in these Terms and Conditions;
3. any fraud, copyright, or intellectual property infringement claim resulting from the Works; or
4. any claim resulting from the Artist’s act of negligence, breach of the terms of service of Google or YouTube, or breach of sponsorship or any third party agreements.

12.3 – Notwithstanding any of the other provisions of these Terms and Conditions, the Artist shall not be liable to any Distributor Indemnitees in respect of any Claim or loss directly or indirectly arising with respect of the representations, warranties and covenants herein, unless notice by the Distributor against the Artist with respect thereto is given to the Artist by the Distributor not later than the fifth (5th) anniversary of the termination of these Terms and Conditions.

13. Artist Infringement

13.1 – If at any point, the Artist is discovered to have submitted Works for which it did not have the requisite license, authority or permission or if the Artist is discovered to have committed fraud, copyright or intellectual property infringement, the Distributor reserves the right to permanently withhold any and all Artist Royalties owing to the Artist with respect to all of the Artist’s Works and in doing so shall not prejudice any other rights and remedies the Distributor may have at law, in equity or otherwise.

14. Remedies

14.1 – In no event shall the Artist be entitled to seek or obtain any injunctive relief with respect to the exercise by the Distributor of any rights granted to the Distributor hereunder, it being agreed that the only remedy of the Artist shall be an action for an accounting or for damages.

15. Non-waiver

15.1 – No waiver of any provision, default or breach of these Terms and Conditions by either Party hereto shall constitute a continuing waiver or a waiver of any subsequent breach or default, whether or not similar, unless expressly so stated in writing by the waiving Party.

16. Tax

16.1 – The Artist acknowledges its responsibility to pay all taxes, premiums, contributions or charges, statutory or otherwise, in respect of the provision of the services under these Terms and Conditions and pertaining to any amounts earned under these Terms and Conditions (except such taxes as may be required by law for the Distributor to make).

17. Legal Advice

17.1 – The Distributor encourages the Artist to obtain independent legal advice in order to better understand its rights and obligations under these Terms and Conditions.

18. Nature of Relationship

18.1 – Nothing herein creates a partnership, joint venture, employer/employee, agency or other relationship between the Parties other than that of independently contracting parties.

19. Confidentiality

19.1 – Prior to and in connection with these Terms and Conditions, the Artist may learn trade secrets and confidential information with regard to the Distributor that is now, previously, or hereafter used in or in relation to the business of the Distributor and any information about the Distributor’s business that is not known to the general public which gives the Distributor an opportunity to obtain an advantage over competitors (collectively, the “Confidential Information”). The Artist acknowledges that the Distributor and its clients have invested substantial sums of money in the development of such Confidential Information. During and after the Term of these Terms and Conditions, the Artist agrees that it shall not, directly or indirectly, use, disclose or communicate to any person or entity any Confidential Information of the Distributor (or its clients) without the prior written consent of the Distributor. This limitation shall apply for a period of three (3) years after disclosure of such Confidential Information. The term “Confidential Information” shall not include information that (i) is or becomes generally available to the public other than as a result of disclosure thereof by the Artist, (ii) becomes available to the Artist on a non-confidential basis from a source (other than the Distributor) which is not prohibited from disclosing such Confidential Information to the Artist by a legal, contractual, or fiduciary obligation to the Distributor, (iii) was within the possession of the Artist prior to its being furnished by or on behalf of the Distributor pursuant to these Terms and Conditions, or (iv) is required to be disclosed by the Artist by law, subpoena or other process of law. This provision shall survive the termination of these Terms and Conditions.

20. Severability

20.1 – Each Section of these Terms and Conditions is a separate and distinct covenant and is severable from all other separate and distinct covenants. If any covenant or provision herein contained is determined to be void or unenforceable in whole or in part, it shall be deemed severed from these Terms and Conditions and such determination shall not impair or affect the validity or enforceability of any other covenant or provision contained in these Terms and Conditions. The remaining provisions of these Terms and Conditions shall be valid, enforceable and remain in full force and effect.

21. Time of Essence

21.1 – Time shall be of the essence of these Terms and Conditions.

22. Currency

22.1 – All references to currency in these Terms and Conditions are in lawful money of the United States unless expressly stated to the contrary.

23. Enurement/Assignment

23.1 – These Terms and Conditions shall ensure to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. The Artist shall not be entitled to assign these Terms and Conditions, in whole or in part, without the prior written consent of the Distributor; the Distributor shall have the right to assign these Terms and Conditions, in whole or in part, provided that it provides substantially contemporaneous (but not necessarily prior) notice thereof to the Artist.

24. Governing Law

24.1 – These Terms and Conditions and each of the documents contemplated by or delivered under or in connection with these Terms and Conditions are governed by and are to be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and treated in all respects as an Ontario contract. The Parties hereby irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom.

25. Statute

25.1 – Any reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time provided that, as between the Parties, no such amendment, extension or re-enactment shall apply for the purposes of these Terms and Conditions to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any Party. This clause does not, however, apply in relation to taxation.

26. Notice

26.1 – Any notice, consent or approval required or permitted to be given in connection with these Terms and Conditions (a “Notice”) shall be in writing and shall be deemed to have been given (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by e-mail if sent on a business day during normal business hours of the recipient, and on the next business day if sent on a non-business day or after normal business hours of the recipient on a business day; or (iv) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, to:

(i) in the case of a Notice to the Distributor to: Revel Distro

Email: hello@reveldistro.com

(ii) in the case of the Artist to the email address of record.

Any Party may, from time to time, change its address by giving Notice to the other Party in accordance with the provisions of this Section.

27. Entire Agreement

27.1 – These Terms and Conditions constitutes the entire agreement between the Parties with respect to the matters dealt with herein and supersedes all previous agreements, arrangements, statements, understandings or transactions between the Parties in relation to the matters hereof and the Parties acknowledge that no claim shall arise in respect of any agreement, arrangements, statements, undertakings or transactions so superseded.