BY USING THE SERVICES OFFERED BY MUNCHY MUSIC, THROUGH THE WEBSITE AND YOUR MUNCHY MUSIC ACCOUNT, YOU AGREE TO AND ACCEPT THE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY RECORD UNION.
These Terms and Conditions apply to and give access to use the www.munchymusic.com website (the “Website”), including the use of any content, information, products and/or services. The Terms and Conditions also apply to any and all Recordings individually under this Agreement.
The Website is operated by Munchy Music, a company based in Los Angeles with registered address 8526 pico vista rd Pico Rivera, California.
“Artist” shall mean any person whose performances are embodied in the Recordings.
“Composition/Compositions” shall mean the musical works, with or without lyrics, which has been subject to recording when recording the Recordings.
“Yearly renewal fee” shall mean a fee that Munchy Music takes for keeping your Recording/Recordings on applicable Munchy Music Retail Partners for one additional year.
“Sleep mode” shall mean the status of your account if you do not pay the Yearly renewal fee. Whenever you pay the yearly renewal fee the Sleep mode will be turned off.
“E-Music File/E-Music Files” shall mean a digital copy of an audio (only) recording of a performance of a musical work by you or the Artist, with or without lyrics, which has been converted, coded and compressed to a digital format supported by Munchy Music.
“End User/End Users” shall mean a person who/which purchases an E-Music File from any of the Munchy Music Retail Partners or visits the Munchy Music Website or Retailers Websites for this purpose.
“Clip/Clips” shall mean an E-Music File which is an edited version of another E-Music File and which is not longer than 30 seconds and which is used as sales promotion for the Recordings. Said 30 second clips may be created by using any consecutive 30 seconds of the applicable E-Music File.
“Recording/Recordings” shall mean any and all audio recordings that you submit to Munchy Music upon your acceptance of this Agreement by uploading on the Munchy Music Website as well as any other audio recordings that you choose to submit thereafter by uploading on the Munchy Music Website.
“Munchy Music Retail Partner/Munchy Music Retail Service” shall mean, without limitation, any and all, now known or future, digital internet consumer stores (such as Spotify, iTunes, Deezer and Amazon) and/or any other digital retailers of music which Munchy Music has, from time to time, entered into a licensing agreement with regarding the sale and/or streaming of E-Music Files embodying the Recordings pursuant to the provisions of this Agreement. This applies on a “per Recording” basis.
“Website” shall mean the website (www.munchymusic.com) or any other sub-domains.
“Retailers Websites” shall mean any website on which E-Music Files embodying the Recordings are sold by Munchy Music Retail Partners pursuant to a sublicensing agreement with Munchy Music .
“Territory” shall mean the world, or per Recording specified territory if applicable.
“Cover Artwork” shall mean artwork as illustration or photograph.
GRANT OF RIGHTS
The rights granted in this Agreement include, but are not limited to, the sale of Recordings, permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, cloud services and streaming-on-demand services. The grant of rights does not constitute a transfer of ownership of the Recordings.
By using our services, you grant the following rights to Munchy Music , during the Term and throughout the Territory.
- Sell, make Clips, copy and otherwise, to the extent necessary for this Agreement, exploit and alter the Recordings by all means and media (whether now known or existing in the future) through any and all Retail Partners now available and operational and also the right to sublicense or otherwise transfer, all such rights to Munchy Music Retail Partners.
- Exclusive right to make E-music Files and the non exclusive right to make Clips, embodying the Recordings available on the Internet, in telecommunication networks and, without limitation, in any other similar digital media for sale by downloading, interactive streaming, non-interactive streaming, cloud services, streaming-on-demand or similar means of exploitation as well as the right to sublicense or otherwise transfer, all such rights to Munchy Music Retail Partners.
Each of the Parties will remain independent of each other. Nothing in this Agreement constitutes an agency, employment, company or joint venture relationship of any kind between the Parties. Any rights not expressly granted above are specifically reserved by you. Munchy Music and Munchy Music Retail Partners are not entitled to make the Recordings available to the public by any other means than stated in this Agreement and as defined in the Copyright Act. Record Union and the Munchy Music Retail Partners are not entitled to release, sell or distribute the Recordings on CD, DVD, Vinyl or any other physical format.
You also grant to Munchy Music the following rights.
- The non-exclusive right, throughout the Territory and during the Term, to use Artists name(s), photographs, likenesses, Cover Artwork, biographical and other information attributable to the Artist which you have submitted to Record Union.
- The right for Munchy Music to sublicense or otherwise transfer the above rights to any and all Munchy Music Retail Partners.
- The possibility to sell/transmit any Cover Artwork submitted by you when uploading the Recordings on the Website. However, neither Munchy Music nor the Munchy Music Retail Partners may sell the Cover Artwork separated from the Recordings.
- The above does not constitute a transfer of ownership to any of the materials you have provided or uploaded to Munchy Music. Any and all rights not specifically granted and set forth above, are specifically reserved by you.
- Any and all rights granted to us above, are granted on a royalty-free license basis. This also includes the use of any lyrics of the Recordings on the Website, if you have submitted any.
RECORDINGS, MATERIALS AND INFORMATION
In connection with the uploading of the Recordings on the Website, you are asked to submit various meta data as well as Cover Artwork for use on Retailers websites. If you do not submit a Cover Artwork, Munchy Music will create one for you for use in the Retail Service and the Website. This will be generated automatically and there is no possibility or right for you to approve of such Cover Artwork.
You agree to submit the Recordings, Cover Artwork and any other information and materials supplied by you at your own expense, in the formats required for use on the Retailers websites and on the Record Union Website. You can find descriptions of the formats on the Website.
When submitting the Recordings, you must submit Universal Product Codes (UPC) for the Recordings. If you can’t submit such codes, Munchy Music can do this for you. The cost for this service is 10 USD and is paid upfront.
You are fully responsible for all the Recordings, materials and information uploaded on the Website. If we find it unsuitable, we reserve the right to prevent you from using the Website and/or the Retail Service.
SALE OF RECORDINGS & END USERS
The Recordings will be sold to End Users at a price determined by Munchy Music and Munchy Music Retail Partners. The terms and conditions at which an End User purchases and licenses the Recordings will also be determined by Munchy Music and the Munchy Music Retail Partners. However, the conditions will always be in accordance to industry standards. Munchy Music and its partners will only license the Recordings to an End User for personal and non-commercial use, unless anything else has been agreed upon by and between you and Munchy Music .
The Recordings will be made available in WAV-format and MP3 format without Digital Rights Management-systems (DRM). However, the Recordings might be made available in other formats and with DRM-systems.
You agree that Munchy Music is a distributor of E-music Files and not a retailer. Any sale/sublicensing of the Recordings to End Users will be made by our Munchy Music Retail Partners.
We will at all times ensure that the Website is available to End Users. If the service would be interrupted, Munchy Music will without delay correct the interruptions. We reserve the right to, at any time and without prior notice to you, suspend access to the Website to the extent needed to correct errors, for security reasons, upgrades, updates and required maintenance of the software or hardware.
We assume no liability for any errors, delays or interruptions that might occur in the Website, if these are not attributable to Munchy Music.
COPYRIGHT AND OBLIGATIONS
- You will maintain ownership of your copyright. The above rights granted to us do not constitute a transfer of ownership of the Recordings to us or our Retail Partners.
- You agree and warrant that you will not distribute, transmit or store any files or material that might infringe copyrighted works. You also agree that you will not promote violation of third party’s intellectual property rights. If you do, you acknowledge that Munchy Music may at any time terminate, remove or disable access to your account and Recordings, in cases of copyright infringement.
- You agree that you are not under any disability, restriction or prohibition to enter into this Agreement and grant rights to Munchy Music under the section above.
- You are to every extent responsible for all the Recordings and other materials uploaded on the Munchy Music Website.
Munchy Music has entered into licensing agreements with digital internet consumer stores (“Retail Service”). The purpose of this is to distribute your Recordings and provide all services associated with the distribution, including but not limited to, delivery and sales for downloading and streaming. The agreements Munchy Music enter with Retail Services shall determine the terms on which your Recordings are sold or made available. Which Retail Services Munchy Music has entered into agreements with might vary from time to time. Therefore, Munchy Music cannot guarantee the sale and/or exploitation of the Recordings in any particular Retail Store and assumes no liability if your Recordings are not made available in a particular Retail Service.
Munchy Music assumes no liability for any interruptions or any suspensions of access in the Retail Service, in whole or in part.
For pricing, you will find this listed at http://munchymusic.com/pricing. The prices may vary depending on the number of tracks, Royalty rate and the number of Munchy Music Retail Partners you choose for your Recordings. It is however, a yearly fee for distributing your Recordings, and this may be renewed yearly for keeping your Recordings available another year.
If you do not pay the yearly renewal fee, Munchy Music may put your Recordings in Sleep Mode. Sleep Mode means that Record Union keeps 80 % of any sales of the Recordings, until you pay the fee. If Sleep mode is activated, it will be removed the first day in the calendar month following your payment.
If you would owe Munchy Music any amount, we have the right to deduct all or portion of such amounts from any Royalty payable to you.
Munchy Music is entitled to increase our prices during the Contract Term. However, if this is the case, we shall send you a written notice at least 60 days prior to the increase. During this period, you have the right to cancel the Agreement within 14 days. The cancellation must be with a written notice.
We will provide you the service that you have paid for, and in all assist to remedy any possible failure to fulfil this service. However, we are not liable or responsible for third party failures in any way.
For any and all Recordings under this Agreement, you may choose what royalty rate you want to pay. The following applies to each Recording.
- Munchy Music shall pay you a royalty rate of 85 % up to 92,5 % of the Gross Receipts, as calculated below.
- With Gross Receipts, we mean the total sum, excluding VAT, received by Munchy Music per Recording sold. We are entitled to benefit from any deductions which have been made toward Munchy Music by the Retail Services. The percentage co-relates to the percentage of Munchy Music, whether that is expressed or calculated in its sublicensing agreements with the Munchy Music Retail Partners.
- You agree that our Royalty payments will be subject to the conditions, reductions and pro rating provisions as agreed in each sublicense agreement with the Munchy Music Retail Partners.
- Your right to Royalties follows on the date when Munchy Music receives payment for your sold Recording, and is calculated out of the amount we actually receive. You hereby agree that, in some cases and according to each sublicensing agreement, the Munchy Music Retail Partners will only pay Royalties to Munchy Music the case the total amount exceeds a certain amount and that your payment might be subject to these limitations.
Payments will be credited to your Munchy Music royalty account around 45 days after we have received payment from Munchy Music Retail Partners. Once payment has been credited, you will be able to request a withdrawal of royalties from the account. Munchy Music will then pay the requested amount to your PayPal account within five days.
Payment of royalties can only be made to a PayPal account. Unfortunately, we cannot make any payments by any other payment method. It is solely your responsibility to notify Munchy Music if your PayPal account has changed, by making the appropriate changes to your Munchy Music royalty account settings. If you do not provide valid payment information, your service may be disconnected or interrupted and any royalty payments due will be withheld until you can provide valid payment information.
You are responsible for any bank fees, currency exchange fees or other charges related to withdrawals or payments of royalties to you. Munchy Music may deduct such fees and charges from any royalties owed to you.
When accounting royalties to you, Munchy Music is entitled to issue an invoice on your behalf and in your name on the basis of a so called “self-billing system”. Such invoice will be subject to your approval. However, such approval should be seen as given if you do not object the invoice, in written, within five days from the date of issue.
Any royalty payable will include any taxes and other public fees, which Munchy Music is required to deduct or pay by law when paying royalties to you.
You agree and warrant that the Recordings, Cover Artwork, metadata or any other Material or information you submit and upload on the Website, is not an infringement on the copyrights or other rights of any person or entity and also does not violate any law in any country in the Territory. You also warrant the following.
- You have reached the age of 18
- You are the sole owner or you legally represent the sole owner of the Recordings and the Materials and that you possess full power and authority to enter into and perform this Agreement.
- You have not entered into any agreement which may conflict with this Agreement.
- You have obtained all relevant consents from the Artist, musicians, producers, mixers and any other persons and companies involved in the recording and production of the Recordings.
- The sums paid by Munchy Music includes compensation for all recording costs, royalties to Artists, musicians, producers and others involved in the production.
- The Recordings are original and does not contain any samples which have not been cleared or else infringe upon the right of any person or third party.
- You have, in the case of a cover version (i.e a recording of a song/lyric for which you are not the author), obtained all relevant consents for such use.
- If you are not the Artist, you have a valid agreement with the Artist that grants you all the rights to enter into this Agreement with Record Union. You shall not terminate such agreement with the Artist during the term of this Agreement.
- You shall not commit any act which might prejudice or damage the reputation of Munchy Music or Munchy Music Retail Partners or might inhibit, restrict or interfere with the exploitations of the Recordings.
- you shall not attempt to introduce any viruses, trojan horses, spyware, cancelbots or other malicious code into the Website and the Recordings.
When you register at the Website, you will be asked to create a password. You must keep this password confidential. You are responsible for all activities and orders that occur or are submitted under your password. Notify us immediately if you suspect or know that someone is using your password.
If Munchy Music has reason to believe that that there’s a misuse of your password and likely to be a breach of security on the Website, the Retail Service and the Website, we might ask you to change your password. If you do not, we might suspend your account and terminate your access immediately and without notice to you.
You shall indemnify and hold harmless Munchy Music, Munchy Music Retail Partners or any of their affiliates (including any directors, members, employees and other representatives) from and against any and all claims, losses, damages, liabilities, costs and expenses, including, without limitation, legal expenses and reasonable counsel fees, arising out of any breach or alleged breach by you of the above warranties and representations and/or use of the Recordings or Materials as permitted hereunder.
If a claim is made, Munchy Music shall have the right, in addition to its other rights and remedies, to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses.
PROHIBITED USES & TERMINATION
You may not use our site for any unlawful purpose or for the following reasons.
- In any way that is or have the purpose to be unlawful or fraudulent.
- For the purpose to harm or attempt to harm minors in any way.
You may not in any way to our Website upload Recordings or Material which may:
- Contain obscene, offensive, hateful or inflammatory material.
- Promote sexually explicit or violent material.
- Promote discrimination based on race, sex, religion, nationality, disability or sexual orientation.
- Promote, advocate or assist in any illegal activity.
- Threaten, harass, upset, embarrass, alarm any other person or invade in their privacy.
- Impersonate any person.
Munchy Music reserves the right to determine the nature of the Recordings or Materials and if this has breached the above in any way. If we find that a breach has been made, we take such and any action we deem as appropriate.
We may take actions like, but not limited to, immediately, temporary or permanently remove your account and any Recordings or Materials uploaded by you to our site. We fully exclude any liability from breaches of this Agreement which you may have made.
TERM AND TERMINATION
The Term of this Agreement shall be one year from the date we send you the order confirmation. We will automatically renew the Term unless either Party cancels your services with us. The cancellation should be made in written form at least 14 days before the Term expires.
However, if you do not cancel the Term and you fail to provide updated payment method and pay the renewal fee, your Royalty rate will automatically go down to 20%, until payment for the Term is fully made.
This Agreement may be immediately terminated by written notice by any Party if the other Party breaches the Agreements and fails to remedy such breach in full within thirty (30) days from written notice requiring remedy.
Upon termination, we will cease all Services of use and distribution according to this Agreement. We will also inform our Retail Services to remove any and all Recordings, Clips, Artwork and other materials uploaded via our Website. However, we are not responsible for third party exploitation after we have notified them of your termination.
We reserve the right to reject or remove any Recordings or Materials from the Retail Service or Website, that you have uploaded via the Website. This applies for Recordings or Material which damages or may potentially damage Munchy Music. We are in cases of damage or potential damage entitled to terminate your access to the Retail Service and/or Website immediately and without notice.
CANCELLATION AND REFUND
You have the right to cancel any service within 14 days (“Cancellation Period”) of your order. The Cancellation Period expires 14 days after we send you the confirmation of your order.
To cancel a service, you must in written form, and within the Cancellation Period, inform us of what you want to be cancelled. You can do this by emailing us at [email protected] or sending us a letter to Munchy Music, 8526 Pico Vista Rd, Pico Rivera, 90660 California. If you’re emailing or mailing us, include all details about your order. The cancellation is effective from the date you send us the email or letter, as long as it reaches us before the Cancellation Period has expired.
If you cancel your Services during the Cancellation Period, we will refund you all payments we have received from you for the order as soon as possible, using the same mean of payment as you used for the initial transaction.
We reserve the right to amend, discontinue or terminate the Website and services and this Agreement, at any time without notice. If we do, we will refund you what you have paid in proportion to what services has been performed.
We will not be held responsible for any delay or failure in providing you the services or any kind of loss that were not caused by a breach on our part in accordance with this Agreement, if this is because of actions beyond our reasonable control.
We assume no liability for indirect or consequential damages, loss of data or other inconveniences caused in any way by the use of the Retail Service, the Website or the sale and exploitation of the Recordings, by any temporary or permanent errors in the Services, unless caused by intent or gross negligence of Munchy Music. The obligation of Munchy Music to pay damages, in the absence of intent or gross negligence by Munchy Music, shall be limited to 1 000 USD.
Munchy Music may assign its rights and obligations under this Agreement, in whole or in part, to any third party without your prior written consent. You are not entitled to assign any of your rights and obligations under this Agreement, in whole or in part, without the approval of Munchy Music.
MUNCHY MUSIC A&R
Munchy Music wants to clarify that the Munchy Music A&Rs are acting as ambassadors but are in no way acting on our behalf. We are not responsible for how they interact or provide services to you.
We are not responsible or liable for failures in providing any of our services, if they are caused by an event outside our control (“Force majeure”). Force Majeure means an event beyond our control which prevents us from complying with any of our obligations under this Agreement, including but not limited to:
- Fires, earthquakes, tidal waves, floods, war, hostilities, invasion, embargo, revolution, civil war, riot, strikes, lock outs, acts or threats of terrorism, commotion, failures of public or private telecommunication networks, third party force majeure and an epidemic.
In an event of Force Majeure, each Party should contact each other as soon as reasonable, to notify of this and if possible, estimate when due fulfilment can be expected. You may cancel your services with us if your service is affected by Force Majeure, if it has continued for more than 30 days.
The Terms and Conditions shall be in accordance with the laws and jurisdiction of United States. Disputes arising out of, or in connection with this Agreement, shall be settled by the court of California as first instance.
You agree to indemnify us against any claims, liabilities, damages, losses or expenses that may have occurred as a result of you breaching anything under this Agreement or against any third party.
If any part of this Agreement or application of it shall be declared or deemed void, invalid or unenforceable, in whole or in part for any reason, it shall be deleted and the remaining provisions, if any, shall continue in full force and effect.
The Terms and Conditions are effective from the time you order services from us. By visiting and using our Website and services you agree, and assure that you are of age to agree, to be bound by our terms and conditions. Any changes to the terms and conditions are effective from the time it is revised and posted. If necessary, we will notify you of these changes via email.