PARTNER LICENSE AGREEMENT AND TERMS OF SERVICE
This Partner License Agreement and Terms of Service (“Agreement”) constitutes legally binding terms and conditions by which content providers make their (i) sound recording(s) (“Master”) and (ii) underlying musical composition(s) (“Work”) (collectively and individually, “Tracks”) available for licensing via Soundstripe’s online marketplace located at app.soundstripe.com (the “Website”). Please read this agreement carefully and in its entirety. By clicking “I agree” or otherwise signifying your acceptance of this Agreement, or by uploading content to the Website, you are agreeing to be legally bound by this Agreement.
By accepting this Agreement, you represent and warrant that you have the full right, authority, and legal capacity to enter into this Agreement and grant Levelo Music Group LLC d/b/a Soundstripe (“Soundstripe”) the right to license the Tracks to third parties via separate agreement (“License”) subject to the terms and conditions contained herein. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
a. The party with which you are contracting is Levelo Music Group LLC, a Tennessee limited liability company. The terms “Soundstripe,” “Levelo,” “we,” “Company,”“us,” and “our” refer to Levelo Music Group LLC.
b. The account holder accepting this Agreement is referred to as “Track Representative.” The terms “you,” “Contributor,” and "Composer" refer to the Track Representative.
We offer an online storefront to license the Tracks to third parties via separate agreement for use in projects in any and all forms of media for any length of time throughout the world (the “Use”), subject to the terms and conditions contained herein.
3. Submission of Content
a. Once you have agreed to the terms of this Agreement and provided all required information, you may upload content to the Website in accordance with the terms of this Agreement and our contributor guidelines.
b. By uploading or otherwise submitting Tracks to us, you grant Soundstripe a worldwide, non-exclusive license to represent the Tracks and the approved name, likeness, and biography (collectively, “the Materials”) of the original composer, artist, and/or writer of each Track in connection with the Use during the Term (as defined below), including, without limitation, the right to edit, adapt, or remix the Tracks, or any parts thereof, as necessary to conform with the terms of any third-party license agreement, provided, however, that all rights and ownership in and to any new recording resulting from such editing, adapting, or remixing, shall remain with Contributor (the “License Grant”). Any such altering or editing of the Tracks are performed by us as a courtesy only, and we will have no liability whatsoever therefor or for any failure to perform the same.
c. Contributor acknowledges and agrees that Soundstripe may, in its sole discretion, determine which Tracks, if any, to post onto its online catalog.
d. Covers and/or Samples. Track Representative may not submit any cover songs or Tracks that contain samples without written permission from the copyright owner or exclusive license for such submission and the inclusion of all necessary rights in such work in the rights granted to us hereunder (collectively, “Required Rights”), and you represent and warrant that you have obtained any and all Required Rights and that they are included in said License Grant.
4. License Grant and Performance Rights
a. Notwithstanding the foregoing, the License Grant is non-exclusive.
b. Contributor grants Soundstripe a limited power of attorney to sign each such License in Contributor’s name solely and specifically in connection with this Agreement, such right being coupled with an interest and is irrevocable.
c. No License Restrictions. Soundstripe has the right to license the Materials to any third party for use in any and all media without seeking additional permission from you, except that, notwithstanding anything else contained herein to the contrary, Soundstripe shall not have the right to knowingly license your Materials in connection with the following uses: nudity, adult films, or pornography, without your prior permission in writing.
d. Streaming on Soundstripe Website. The License Grant also includes the non-exclusive, royalty-free, worldwide right during the Term to stream Track Representative’s Tracks on Soundstripe’s website or websites for the purposes of promotion and marketing of the Tracks and Soundstripe’s business.
5. License Fee and Payment Terms
Soundstripe shall pay Track Representative the following sums for use and exploitation of the Materials as provided herein:
a. For users of Soundstripe (“Users”) who actually downloaded Tracks during the preceding month, Soundstripe shall divide the total subscription fees actually collected by Soundstripe from such Users (the “Used Pool”) by two (2), retain fifty percent (50%) for its own account, and pay Composers according to the following formula: for Composers who had Tracks downloaded by such Users in the preceding calendar month, the exact per-Composer share is arrived at by dividing the Used Pool by the total number of Track downloads for all Composers in the preceding calendar month, which then determines the price per download (“Price Per Download”). The amount of fees that any given Composer will actually receive from downloads of Tracks in a given calendar month is therefore the result of multiplying the Price Per Download by such Composer’s total Track downloads for the preceding calendar month.
b. Notwithstanding the foregoing, because some Users do not download Tracks during a given calendar month, and so their User Fees are not added into the Used Pool, their subscription fees are added to the “Unused Pool.” Soundstripe shall divide the fees in the Unused Pool by two (2), retain fifty percent (50%) for its own account, and deliver the remaining sum to all, or a portion of, Our Contributors in the form of, included but not limited to, bonuses, retainers, incentive programs, etc., at the Company's discretion.
c. Any such revenues paid to Composers in accordance with the foregoing are referred to herein as the “License Fees.” Provided that Track Representative is not in breach of this Agreement, Soundstripe shall pay any such License Fees on a monthly basis to Track Representative on or around the fifteenth (15th) of each calendar month. Soundstripe shall have no responsibility to remit payment to Track Representative until Soundstripe actually receives payment therefor.
d. Track Representative shall be responsible for all taxes and levies.
a. This Agreement shall be for one (1) year from the date Track Representative clicks “I agree,” manifests consent to the terms hereof, or uploads content to the Website. This Agreement shall automatically renew for additional one (1) year periods unless either party provides written notice of termination no later than thirty (30) days prior to the expiration of the then-operative term (“Term”).
b. In the event either party terminates this Agreement, all Materials subject to this Agreement shall remain subject to this Agreement for ninety (90) days after the effective date of termination, provided that Soundstripe will continue to collect and distribute in accordance with the terms hereof any revenue generated by Licenses granted during the Term and extended beyond it.
7. Attribution of Tracks.
Soundstripe shall attribute and credit the Tracks in promotion, exhibition, and exploitation of the Use in a substantially similar form as such Tracks were submitted by Track Representative to Soundstripe electronically or otherwise, and pursuant to Soundstripe’s then-applicable standard procedures, provided that no casual or inadvertent failure to give the applicable credit shall constitute a breach of this Agreement if reasonable efforts are used to correct such omissions prospectively after notice thereof.
8. Performance Rights.
Soundstripe is a synchronization licensing company only. Soundstripe does not have the right to collect performance rights royalties or other publishing royalties except as provided herein unless Track Representative grants the rights to collect said royalties to Soundstripe in a separate written agreement.
9. Track Representative’s Warranty, Indemnity, and Disclaimer, and Our Limitations of Liability
a. Track Representative represents and warrants that it has the full right, authority, and legal capacity to enter into this Agreement and grant the License Grant. Track Representative further represents and warrants that: (i) Track Representative has obtained or will obtain the proper rights clearance(s) for each Track that Track Representative submits to Soundstripe prior to submitting said Track to Soundstripe; (ii) Track Representative is over the age of eighteen (18) and is under no disability, restriction, or prohibition, whether contractual or otherwise, with respect to Track Representative’s right to enter into this Agreement and to perform the covenants and obligations as stated herein; (iii) the Materials do not and will not violate any law or infringe or violate the rights of any third party; (iv) the Materials contain nothing that is libelous or any un-cleared samples or interpolations; and (v) no consents are required from, nor payments required to, any other party in connection with the rights granted and assigned by Track Representative under this Agreement.
b. Track Representative shall indemnify, hold harmless, and defend Soundstripe from and against any and all claims, demands, suits, damages, liens, expenses, judgements, and liabilities, and all reasonable expenses connected thereto, including reasonable attorney’s fees and costs, levied against or suffered by Soundstripe with respect to any matter that arises from or is a result of a breach or alleged breach of this Agreement by Track Representative or any inconsistency with any representation or warranty made herein by Track Representative.
c. Neither party shall be liable for any indirect, special, or consequential damages, including, but not limited to, loss of anticipated profits, in connection with or arising from this Agreement, including, without limitation, any License, and the License Grant.
10. Breach and Cure
No Failure by either party hereto to perform any of its obligations hereunder shall be deemed a breach hereof unless the non-breaching party has given written notice of such failure to the other party and the alleged non-performing party does not cure such non-performance within thirty (30) days after receipt of such notice.
11. Miscellaneous General Provisions
a. All notices permitted or required under this Agreement from you to us shall be in writing and shall be delivered to 604 Gallatin Ave. Suite 300 Nashville, TN 37206 by certified or registered mail, return receipt requested.
b. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. in the event that any provision of this Agreement shall be unenforceable or invalid under applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law.
c. All questions concerning the validity, operation, interpretation, and construction of this Agreement will be governed and determined in accordance with the laws of the state of Tennessee.
d. The relationship between Soundstripe and Track Representative is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties or to allow either party to bind the other or incur any obligation on its behalf.
e. This Agreement is the entire agreement between Soundstripe and Track Representative, which supersedes and replaces all prior or contemporaneous agreements or understandings, whether written or oral, and any other communications between Soundstripe and Track Representative relating to the subject matter of this Agreement. Except as specifically provided herein, this Agreement may not be changed orally, but only by a writing that specifically references this Agreement and is signed by both parties.
f. The headings herein are for convenience only and are not intended by the parties of or to affect the meaning or interpretation of this Agreement.
12. Right to Make Changes to Agreement
a. Notwithstanding anything else in this Agreement or any other agreement between the parties, Soundstripe shall have the right, in our sole discretion, to make changes to this Agreement and the Soundstripe Membership, Visitor, and Sync License Agreement. Track Representative will be subject to the terms of this Agreement and the Soundstripe Membership, Visitor and Sync License Agreement, (i) at the time you upload or otherwise submit Tracks and/or Materials, or (ii) upon notice by us to Track Representative of a change to such agreement.
b. In the event that you wish to opt out of any modified version of this Agreement, you shall provide Soundstripe with written notice of your intent to opt out, and both parties shall engage in a good faith discussion to find a solution to the disagreement, and/or dissolve this Agreement.
13. Consent to Electronic Communications
You grant Soundstripe the right to send any notice to you by an email to the Contributor account at the email address that has been provided to Soundstripe on your Contributor page. You consent to receive communications from us electronically and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
14. Personal Data
a. You consent to your personal information being shared with and processed in the course of our business by us and our subsidiaries and affiliates.
b. Except as provided herein, Soundstripe will not share your personal data with any Third Parties without your express written consent.
15. Acceptance of this Agreement
a. By clicking “I Agree” or otherwise signifying acceptance, you accept and agree to be bound by this Agreement and by its provisions. As Track Representative, you represent and warrant that you have the full legal authority to enter into this Agreement.
b. You acknowledge that you have read this Agreement in its entirety, understand it, and have had an opportunity to seek independent legal advice prior to accepting and agreeing to it. You agree to be bound by the terms and conditions of this agreement, as well as be bound any other agreement incorporated by reference herein and therein.