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.
2.1 – 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”):
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 – Upon providing written notice to the Distributor of the Artist’s request to cancel its Subscription Fee, no further Subscription Fee will be charged. Upon cancellation, the Subscription Fee will revert to the Distributor’s default (free) plan and the Artist shall not be entitled to pre-payment of any Artist Royalties (as defined below) with respect to any of its Works.
6.3 – If at any time the Artist fails to make a payment owing for its Subscription Fee, the Distributor shall be entitled to draw from the Artist Royalties to the extent that the Artist is in default of its payment. The Artist must notify the Distributor of any changes to its payment method and may do so online by making the appropriate changes to its account settings. Failure to provide a valid payment method may result in the termination of the relationship with the Distributor.
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.
8.1 – 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:
9.2 – The Distributor represents and warrants that:
Except as contemplated by these Terms and Conditions or with the prior written consent of the Distributor, the Artist, during the Term, shall:
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:
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.
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:
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.
14.1 – 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.
15.1 – 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.
16.1 – 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.
19.1 – 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.
20.1 – 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.
22.1 – All references to currency in these Terms and Conditions are in lawful money of the United States unless expressly stated to the contrary.
23.1 – 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.
25.1 – 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.
26.1 – 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
(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.