Content Provider Agreement (Upload Agreement)
This Content Provider Agreement (also referred to as the “Upload Agreement”) between you (“you” or “your”) and Audio Buzz, (“Audio Buzz” or “us” or “our”) entered into as of the date you license Sound Recordings to us by uploading them to Audio Buzz.com (the “Effective Date”) is a contract and applies to the Sound Recordings, as defined below, uploaded by you to the Service, as defined below. This Content Provider Agreement operates in conjunction with Audio Buzz’s Terms of Service applicable to the Service and available at www.audiobuzz.com . In the event of any inconsistency between this Content Provider Agreement and the Terms of Service, the terms of this Content Provider Agreement shall govern but only to the extent to resolve the conflict.
If you do not agree to the terms of this Content Provider Agreement and our Terms of Service, do not license your content to us and do not upload content to AudioBuzz.com .
1.1 The Service
The “Service” is defined as follows: Any content, licenses and services available through http://www.audiobuzz.com .
1.2 Sound Recordings
“Sound Recordings” is defined as follows: Any sound recording, and the underlying musical composition, as the case may be, including but not limited to stock music, production music, music cues, production elements, sound effects and the like (each one a “Sound Recording” and together “Sound Recordings”) composed and / or recorded by you.
1.3 Content Provider
Any person or entity or their agent or the like who makes a Sound Recording available for download on audiobuzz.com through acceptance of this Content Provider Agreement.
1.4 Confidential Information
Confidential Information is defined as information provided by us to you as part of this Agreement or through the secure areas of the Service, or in oral or written correspondence, including but not limited to email, instant message, phone call, text message, and RSS feed. Notwithstanding the foregoing, any information that is previously known to you or that becomes known to you via legal channels of communication other than us shall not be considered Confidential Information.
2.1 By uploading or otherwise providing a Sound Recording to Audio Buzz pursuant to this Content Provider Agreement:
(i) you expressly grant to Audio Buzz the non-exclusive worldwide right and license to make the Sound Recording available to the public by any means and media now known or later discovered or developed, including making any Sound Recording available to third parties through content license agreements, including uploading any Sound Recording to audiobuzz.com to make such Sound Recording available for download from audiobuzz.com, including any communication to the public of the Sound Recording, by wire or wireless means, including the performing or making available to the public of the Sound Recordings in such a way that members of the public may access Sound Recordings from a place and at a time individually chosen by them, to make direct or indirect, temporary or permanent reproductions of the Sound Recording by any means and in any form, in whole or in part or to synchronize the Sound Recordings with visual images, other music or sound, dramatic productions, and various commercial uses;
(iii) You expressly grant Audio Buzz the right to publicly perform and the right to authorize others to publicly perform the Sound Recordings for profit and the right to collect all fees and royalties becoming due from such performances, if any.
2.2 By uploading or otherwise providing a Sound Recording, you grant Audio Buzz the right to use the Sound Recording for its own business purposes relating to the promotion of the Service. No compensation shall be due for use of the Sound Recording for such business purposes. Promotion of the Service may include granting free downloads to Audio Buzz customers. No compensation will be due to you for downloads that occur as a result of the use of free downloads by Audio Buzz customers. Audio Buzz further reserves the right to license your content free of charge to third party distribution outlets and their end users in exchange for promotion of the Service.
2.3 Aside from Audio Buzz’s license in uploaded Sound Recordings and Audio Buzz’s right to use the Sound Recordings for business purposes related to the promotion of the Service, all rights, including title and copyright, in and to the uploaded Sound Recording will be retained by you, and no title or copyright is transferred or granted in any way to us or any third party except as provided in this Content Provider Agreement and the Terms of Service.
2.4 You acknowledge that the Sound Recordings you provide pursuant to this Content Provider Agreement may be purchased or licensed by members of the Service pursuant to the terms of the Terms of Service and our Content License Agreement. Audio Buzz cannot take responsibility for the compliance by purchasers and licensees or their compliance with applicable copyright law. You acknowledge and agree to the possibility of Sound Recordings uploaded by you being used in a manner that is not contemplated in this Content Provider Agreement or the Terms of Service. You agree that Audio Buzz will not be liable to you or any person alleging liability on your behalf for any breach by a licensee of the terms of any agreement respecting Sound Recordings. At your request and expense, Audio Buzz will use commercial efforts to assist in the protection of your intellectual property rights.
2.5 By uploading or otherwise providing a Sound Recording, you grant Audio Buzz the exclusive right to place advertising on audiobuzz.com as well as other 3rd party websites (including Facebook, Instagram, YouTube and others) alongside, before, after, and within the both the Sound Recording itself and end user projects incorporating the Sound Recording(s), including placing advertising alongside, before, after, or within YouTube videos containing the Sound Recording(s) via YouTube’s Content ID System.
3. Name and Biographical Material
3.1 You grant Audio Buzz the right to use your account name in connection with the distribution, exploitation, marketing and promotion of the Service and promotion of the Sound Recordings or both.
4. Refusing Sound Recordings
4.1 Audio Buzz reserves the right to delete, move, refuse to accept or edit any Sound Recording uploaded by you that, in its sole discretion, (i) violates or may violate this Content Provider Agreement, (ii) violates or may violate the intellectual property rights of others, (iii) violates or may violate the privacy rights of others, (iv) violates or may violate any of Audio Buzz’s policies or (v) is deemed unacceptable in Audio Buzz’s sole discretion. Audio Buzz shall have the right but not the obligation to correct any errors or omissions in any Sound Recording as it sees fit. Sound Recordings deemed unacceptable by Audio Buzz are typically of low production quality and may be moved to a “Free Clips” section of AudioBuzz.com
5.1 When your Sound Recordings are licensed through Audio Buzz and payment for such is collected, Audio Buzz shall pay you:
(i) 50% of the net fees collected in cases where Sound Recordings exist exclusively on Audio Buzz’s Website.
(ii) 35% of the net fees collected in cases where Sound Recordings exist non-exclusively on Audio Buzz’s Website.
(iii) A portion of the revenue collected through annual subscription licenses through the following formula: Annual track downloads / Total annual downloads * 25% of Total annual subscription revenue.
In all cases, payment of fees to you will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees incurred in enforcing this Content Provider Agreement or the Terms of Service; (iv) credit card and/or Stripe/PayPal processing fees; and (v) affiliate marketing and third party distribution commissions; (vi) advertising costs incurred, including but not limited to, Google AdWords, Yahoo Search Marketing, and Microsoft adCenter costs; and (vii) any amounts owing by you to Audio Buzz under this Content Provider Agreement or otherwise. Without limiting the generality of the foregoing, Audio Buzz is entitled to set-off against any amount owing to you, all amounts to which it is or may be entitled under this Content Provider Agreement or otherwise at law.
5.2 While Audio Buzz acknowledges that its policy is to provide the Content Provider with certain payments whenever a Sound Recording, uploaded by the Content Provider, is downloaded, the parties agree that Audio Buzz may amend such policy from time to time, as reasonable business objectives may require.
5.3 In the event that you receive a recoupable advance royalty or advance royalties from Audio Buzz as part of any contest, promotion or as part of any separate agreement with Audio Buzz, you agree that any Sound Recordings you provide pursuant to this Agreement will remain on the AudioBuzz.com platform for a minimum of three (3) years from the date that specific Sound Recording is uploaded to AudioBuzz.com.
6. Third Party Rights
6.1 You shall be solely responsible for all licensing, reporting and payment obligations to any third party in connection with the Sound Recordings and the use of the Sound Recordings as set forward in this agreement. Audio Buzz shall not be responsible to any third parties under this agreement. Further, this agreement is not intended and shall not be construed to create any rights in any parties other than Audio Buzz and the Sound Recording Provider (“you”).
7. Your Warranties
7.1 By uploading or otherwise providing a Sound Recording, you warrant that a) you are authorized to enter into this Agreement; b) you have the capacity and the authority to grant us the rights granted by you to us herein; c) each Sound Recording uploaded by you is original and does not include sampled material unless you have obtained a license permitting the use of such sampled material; d) you are the original composer of all music and lyrics contained in the Sound Recording, or you have licensed the rights to such music and lyrics from the original composer(s) and/or the copyright proprietor(s) of the original musical composition(s) from which such music and lyrics are derived; e) no Sound Recordings submitted by you will violate any law, or violate or infringe on the rights of any person, including contractual rights, intellectual property rights, publicity and privacy rights or unfair competition, and no consent, license or permission is necessary or shall be required by you or any third party in connection with the transactions contemplated by this Content Provider Agreement; f) you are under no disability, restriction or prohibition with respect to your right to execute this Content Provider Agreement, either on your own behalf or on behalf of each member of your group; g) in keeping with ARTICLE 6 and ARTICLE 8 of this Content Provider Agreement, Audio Buzz will not be required to make any payments of any nature to anyone, including all persons whose performances or ideas are contained on the Sound Recordings, its producer(s), publisher(s) or author(s) (including their rights societies) and any union, guild or affiliated trust fund; h) you agree that you will not collude with other Content Providers or customers to either license your own Sound Recordings (except infrequently and then only for legitimate creative purposes) or predominately license the content of only a few Content Providers and/or customers. You acknowledge that genuine Content Providers and customers typically license files from numerous Content Providers and you agree that your subscription licensing behavior will conform to this typical conduct. In addition to any other available remedies, if you breach this paragraph Audio Buzz may immediately terminate this Content Provider Agreement and/or, if applicable, cancel and/or rescind any other arrangement between you and Audio Buzz without any refund to you. You further agree to forfeit any royalties earned by you in connection with your misconduct;
8.1 You agree to indemnify, defend and hold Audio Buzz and its affiliates, and their respective directors, officers, employees, agents and licensees of Sound Recordings harmless from and against any and all claims, liability, losses, costs and expenses incurred by any of them inconsistent with any agreement, undertaking, representation or warranty made by you in this Agreement and/or the Terms of Service.
8.2 Audio Buzz reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
9.1 You shall be entitled to terminate this Content Provider Agreement at any time by giving sixty (60) days written notice to email@example.com. We may also terminate this Content Provider Agreement for any reason at any time and without notice. Should we desire to give you notice of termination, email is sufficient and can be sent to either (i) the address to which we most recently sent your account balance statement or a royalty payment, or (ii) the address listed in your Account Data. If we terminate your account pursuant to the terms of the Terms of Service, such termination shall be deemed to be notice of termination of this Content Provider Agreement, as well.
9.2 Upon termination we may remove Sound Recordings uploaded by you from the Service within thirty (30) days of the date of termination of this Content Provider Agreement.
9.3 Notwithstanding any other provision in this Content Provider Agreement, the termination or expiration of this Content Provider Agreement shall not alter or affect the rights granted to licensees, sub-licensees or third parties by us pursuant to this Content Provider Agreement.
9.4 Termination of this Content Provider Agreement shall operate without prejudice to Audio Buzz’s rights, defenses and limitations of liability provided under this Content Provider Agreement or the Terms of Service, which rights, defenses and limitations of liability shall survive termination of this Content Provider Agreement.
10.1 As a part of the relationship contemplated herein, we may disclose to you certain Confidential Information. Confidential Information may be communicated directly via human oral or written correspondence, or over one or more websites or other digital networks to you individually or to more than one of our registered users.
10.2 All communications made to you via your registered email address, phone number (including mobile), RSS or similar feed, or via any of our websites shall be considered Confidential Information unless clearly and expressly marked otherwise.
10.3 As a covenant and condition of this Agreement you agree to hold all Confidential Information in the strictest of confidence and to not disclose any part of Confidential Information to any third parties. You hereby represent your understand that disclosure of such information may cause irreparable harm to us and that we shall be entitled to injunctive relief, liquidated damages, and other available remedies.
11. Miscellaneous Provisions
11.1 This Agreement shall be governed by and construed in accordance with the laws of the state of California without giving effect to the laws of your actual state or country of residence.
11.2 Audio Buzz shall have the right to assign this Content Provider Agreement to any third party. You shall not have the right to assign any right or obligation under this Content Provider Agreement except the right to royalty payments.
11.3 In the event of a dispute relating to this Content Provider Agreement, your sole remedy is damages at law (i.e., money). By entering into this Content Provider Agreement you agree to give up any right that you may have to an injunction and any right that you may have to other equitable remedies against AudioBuzz.com and its directors, officers, employees, agents, and licensees.
11.4 Nothing in this Content Provider Agreement shall be construed to make the parties partners, representatives or agents of each other, nor shall either party so represent to any third party. The parties hereunder are acting in performance of this Content Provider Agreement as independent contractors engaged in the operation of their own respective businesses. A party’s employees, agents or representatives are not employees or agents of the other party and are not entitled to any of the other party’s benefits. Neither party shall be responsible for payment of the other party’s workers’ compensation, disability benefits or unemployment insurance, nor shall it be responsible for withholding or payment employment related taxes for the other party or its employees.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE, IN ADDITION TO THIS CONTENT PROVIDER AGREEMENT, READ AND AGREED TO THE TERMS OF SERVICE AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN.
BY UPLOADING SOUND RECORDINGS TO AUDIOBUZZ.COM AND/OR USE OF THE SERVICE, YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN, AS APPLICABLE, AND GRANT AUDIO BUZZ THE RIGHTS SET FORTH HEREIN.
Last revised June 5th, 2019