Creator Agreement
Welcome to Indaband, a web-based and content creation/sharing platform owned and operated by Indaband LLC. These sound recording license terms and all other terms and conditions or documents incorporated by reference herein, including, without limitation, our Terms of Service, Privacy Policy, and End User License Agreement (collectively, the “Terms of Service”), constitute a legally binding agreement between Indaband and each sound recording licensor of the Indaband website, https://inda.band, and/or the Indaband mobile application. By accessing and using the mobile application and/or website, and/or creating an account on the website or mobile application, you are deemed to have read, accepted, executed and be bound by this agreement.
INDABAND SOUND RECORDING AND PERFORMANCE LICENSE
This agreement (“Agreement”) is made as of today (the “Effective Date”) among Indaband LLC (“Indaband”) and you (“You”).
This Agreement describes the terms and conditions under which You license to Indaband certain rights in sound recordings as defined below.
1. Definitions.
“Licensed Content” means Tracks and all identifying metadata associated with the Tracks, as well as (i) any artwork or written content used in connection with any Track or collection of Tracks and (ii) other photographs of artists, which You deliver to Indaband hereunder.
“Service” means Indaband’s music collaboration, creation and sharing platform entitled “Indaband” through which users create music, whether by themselves or in collaboration with others, and which enables users to share sound recordings to other users within the platform and listen to sound recordings, such sound recordings which can be (i) stored within the app on users’ devices (or storage clouds), (ii) uploaded to computer servers owned or controlled by or on behalf of Indaband, and (iii) displayed, performed, shared, and/or communicated to public or private audiences through such app, websites, text, email, messaging services or third -party social media platforms, in each case whether by way of an attached file or a link to the sound recording.
“Term" means the date commencing on the date of this Agreement and terminating or concluding in accordance with Section 4.
“Tracks” means all of the sound recordings, including underlying musical compositions, that You currently have the right to, or in the future obtain the right to, license in the manner specified in Section 2 of this Agreement.
2. Licensed Content: Grant and Scope of Rights. You hereby grant to Indaband a gratis, worldwide, royalty-free, non-exclusive license, to reproduce, make available, publicly perform, distribute and communicate to the public via streaming the Licensed Content on the Service, including without limitation the right, directly or via its users, and any other rights which are necessary to use and distribute the Licensed Content on the Service, including, but not limited to, the right to transcode audio, display, distribute, store, transfer, and modify the Licensed Content, solely for the purpose of using the Tracks within the Service and its various functionalities and complying with the terms of this Agreement. If You do not want Indaband to use Your Tracks for these purposes, You should not upload Tracks to the Service. For sake of clarity, any unauthorized use of copyright protected material within Your Tracks (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Service), independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of Your access to the Service as described in our Repeat Infringer policy, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.
4. Musical Performances on the Service. If you are a musical artist, you may perform live via the Service (each a “Performance”). No Performance shall (a) disparage Indaband or its affiliates; (b) include nudity, pornography, obscenity, vulgarity, or lewd content of any sort; (c) incite, advocate or express hatred, bigotry, racism or gratuitous violence of include any other offensive content; (d) depict consumption of alcoholic beverages or any illegal drug use; (e) misrepresent the source of anything in the Performance, including impersonation of another individual or entity; (f) include links to or promotion of external sites that violate these provisions; (g) include content that is protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless You own or control the rights thereto or have received necessary consents such that Your use thereof is in accordance with this agreement, and Your licensees, successors, assigns and agents shall not violate the rights of any such third party; or (h) contain advertising for third parties. Your failure to adhere to this obligation will be deemed a material breach hereof. In connection to Your Performance(s) on the Service, You hereby grant Indaband the non-exclusive, worldwide, perpetual, irrevocable, gratis, royalty-free right and license to broadcast, record, re-broadcast, exhibit and transmit the Performance throughout the world via digital livestream on the Service and Indaband’s owned or controlled properties. Additionally, at Indaband’s sole discretion, You grants Company the non-exclusive right to synchronize, duplicate, distribute, perform, and otherwise exploit Your music as presented by You in the Performance, solely for the purposes of exhibiting and promoting the Performance and Indaband’s business. If Indaband desires to record the Performance, at Indaband’s sole discretion, Indaband will solely and exclusively own, and You grant Company all rights to, the recording of the Performance. Further, You grant Indaband the non-exclusive, worldwide, irrevocable right and license to use Your name (including professional name), likeness, trademarks, and biographical material in connection with Your Performance for purposes of exhibiting and promoting the Performance and Indaband’s business.
3. Content Delivery and Ingestion. During the Term, You shall make available and deliver to Indaband via the Service the Tracks for use in connection with the Service in accordance with the rights granted herein, delivered in the manner and format as specified in Indaband’s Service. It is clarified that the delivery of the Tracks shall be at no cost to Indaband.
5. Termination; Content Removal. Either party has the right to terminate this agreement at any time and for any reason or no reason. Upon termination of this Agreement, You will immediately remove all Licensed Content from your account.
5. Representations, Warranties and Indemnities.
Your Representations, Warranties and Indemnity. You represent and warrant to Indaband that You have all of the rights necessary in the Licensed Content to license them to Indaband for exploitation as described in this Agreement. In the event that any third party makes a claim that is inconsistent with the licenses provided in this Agreement or the representations and warranties made herein, You agree to indemnify, defend and hold Indaband, and Indaband’s officers, directors and employees, harmless from all such claims. Further, in connection to the Performance(s), You represent and warrant that: (i) You have the legal right and capacity to enter into and bind Yourself to this Agreement (including without limitation being of legal age to enter into this Agreement); (ii) All material performed by You in the Performance will be original to You and inclusion of the material in the Performance will not violate or infringe upon any rights of any third party; (iii) You are not a member of any union or guild or a signatory to any agreement that interferes with or otherwise affects this Agreement, including, without limitation, any agreement with a record label, pursuant to which such record label has an interest in the Performance; and (iv) You obtained all required third party licenses, consents and permissions in connection with the Performance and the recordings thereof.
b. Indaband’s Representations, Warranties and Indemnity. Indaband represents and warrants to You that Indaband has all of the rights necessary to operate the Service and fulfill its obligations to You as described in this Agreement. In the event that any third party makes a claim with respect to Indaband’s operation of the Service that is inconsistent with Indaband’s ability to fulfill its obligations provided in this Agreement, Indaband agrees to indemnify, defend and hold You, and Your officers, directors and employees, harmless from all such claims.
6. Miscellaneous.
Governing Law; Venue. All matters relating to the Service and this Agreement, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Service shall be instituted exclusively in the federal courts of the United States or the courts of the State of California, in each case located in the City of Los Angeles, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Arbitration. At Company’s sole discretion, it may require you to submit any disputes arising from these Terms of Use or use of the Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration to the International Chamber of Commerce (ICC) Mediation Rules applying Delaware law. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the ICC by one or more arbitrators appointed in accordance with such rules.
Limitation on Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
d. Confidentiality. The terms of this Agreement and any non-public information exchanged between the Parties, shall be treated as confidential, and not disclosed to any third parties, except: (a) to such Party’s counsel, direct or indirect parents, accountants, financial advisors, tax professionals, artists and/or their representatives, any federal, state, or local governmental taxing or regulatory authority, and such Party’s management, officers and directors on a need-to-know basis and who have agreed to be bound by this or a substantially similar confidentiality provision; and (b) as required by law or court order. Failure to adhere to this provision shall be deemed a material breach of this Agreement.
Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party, provided, however, that either party may assign this Agreement without the other party's consent to an entity within the assigning party’s corporate family (i.e., to an entity with the same ultimate owner(s)), or to a successor of all or substantially all of such party's business, whether by sale, consolidation, corporate reorganization, merger or otherwise. Any other assignment without the consent of the other party will be null and void.
Notices. All notices under this Agreement must be in writing in order to be effective, and will be deemed to have been duly given or made: (i) on the date delivered in person, (ii) on the date indicated on the return receipt if mailed postage prepaid, by certified or registered U.S. Mail, with return receipt requested, (iii) if sent by Federal Express, U.P.S. Next Day Air or other nationally recognized overnight courier service or overnight express U.S. Mail, with service charges or postage prepaid, on the next business day after delivery to the courier service or U.S. Mail (if sent in time for and specifying next day delivery), or (iv) on the day sent if sent by email as a PDF file attachment.