Virtue Music Distribution Agreement
As of December 12, 2016
This Distribution Agreement (this “Agreement”) is a binding legal agreement between you and MD-Virtue LLC, a Wyoming corporation (“Virtue Music” or “us”) regarding your use of our Virtue Music service to distribute your musical recordings to selected digital services and stores (our “Service”). If you are entering into this Agreement on behalf of one or more other people, a group, or a company or other entity, then by accepting this Agreement you represent and warrant to us that you are duly authorized to do so on behalf of all such person(s)/entity(ies) and to bind them to this Agreement and that Virtue Music is fully entitled to rely on that fact (in which case, the term “you” includes all such people and entities).
By clicking to agree to this Agreement, you are accepting the terms and conditions below, so please read and understand them completely before doing so. Once you do so, this Agreement will automatically become effective (the “Effective Date”).
VIRTUE MUSIC DOESN’T TAKE ANY COPYRIGHT OR OTHER INTEREST IN ANY OF YOUR MUSIC, ONLY A LIMITED LICENSE TO DISTRIBUTE.
PLEASE UNDERSTAND THAT YOU MUST OWN OR OTHERWISE HAVE THE LEGAL RIGHT TO REPRODUCE AND DISTRIBUTE 100% OF THE RECORDINGS, ARTWORK AND ANY OTHER MATERIAL THAT YOU INTEND TO UPLOAD AND DISTRIBUTE VIA THE Virtue Music SERVICE, INCLUDING THE RIGHT TO MAKE AND DISTRIBUTE DIGITAL DOWNLOADS EMBODYING THE MUSICAL COMPOSITIONS THEREIN, AS NECESSARY.
FOR EXAMPLE, YOU CANNOT DELIVER TO US ANY “COVER VERSIONS,” REMIXES, OR RECORDINGS THAT INCLUDE SAMPLES UNLESS YOU HAVE ALL NECESSARY WRITTEN PERMISSION FROM THE SONGWRITERS AND FROM THE OWNERS OF THE APPLICABLE ORIGINAL RECORDINGS. WE OFFER A SERVICE TO HELP YOU OBTAIN LICENSES FOR YOUR OWN COVER VERSIONS, BUT YOU MUST OPT-IN TO AND REGISTER FOR THAT SERVICE IF YOU DELIVER TO US ANY COVER VERSIONS.
- THE VIRTUE MUSIC SERVICE AND YOUR RECORDINGS
- The Virtue Music Service enables you to upload to our servers digital files containing audio-only musical sound recordings (“Recordings”) for distribution to your choice of digital stores, streaming services, and other digital services within our distribution network (“Digital Stores”), who may make your Recordings available to their customers and end users (“Customers”).
- Recordings must be musical sound recordings in single track, EP, or album configuration (however, please note that Digital Stores will make your Recordings available to Customers to purchase or stream as individual tracks — i.e., you cannot require that a Customer purchase or stream an entire album or EP as a single unit). We typically do not accept or distribute ringtones, videos, audio books, spoken-word records, digital booklets, or other types of content, although we may do so on a case-by-case basis.
- We can currently accept Recordings in WAV, MP3, AIFF, CDDA, MP4 (m4a), Windows Media (WMA) and FLAC formats up to 250 MB in size (or up to 24-bit / 96kHz for WAV files). We and/or the Digital Stores may require different formats or file sizes from time to time during the Term.
- When uploading each Recording, you must provide us with all accompanying data that we or a Digital Store may require (e.g., artist name, album title, each track title, genre), plus any available cover art (in JPG format with RGB color or any other format that we or a Digital Store may require). For purposes of this Agreement, all such data, metadata, information, image files, artwork and any other materials you provide to us are included in the definition of “Recordings.” We may also require that you indicate if the Recording contains explicit content, in which case a Digital Store may tag it accordingly.
- We will automatically generate unique identifying codes for each Recording and provide them to your chosen Digital Stores. If you have a “Musician Plus” or “Label” account you can choose to specify your own ISRC codes, but not UPC codes.
- Once you have uploaded a Recording to our Site for distribution, you can delete it at any time during the Term. However, you can’t remove a single track that was included within an album — if you want to do that, you must delete the entire album and then re-upload the album with that song removed.
- DIGITAL STORES
- It’s entirely up to you which Digital Stores you want us to distribute your Recordings to. Our rights are non-exclusive, — meaning that you can still distribute (or give anyone else the right to distribute) via that Digital Store any of the same Recordings that you upload to our Service.
- We undertake to provide your Recordings to Digital Stores as quickly as possible. However, it can take a few hours to a few days to several weeks for a Digital Store to integrate, process and make your Recordings available to Customers, depending on the particular Digital Store and the territory. Please be patient.
- Each Digital Store will determine its pricing to its Customers, as well as format or media and other terms on which it offers recordings (including your Recordings) to its Customers, in its discretion and according to its business model. For example, in some cases your Recordings may be available for permanent digital download on a pay-per-unit basis, in others Customers may pay a monthly subscription fee to be able to stream or temporarily download your Recordings along with other recordings. By way of further example, Digital Stores may also offer your Recordings for free on a promotional basis, alone or together with other recordings, may include (or decline to include) your Recordings in marketing promotions, may create editorial content about your Recordings and the featured artists, may group Recordings by genre or other designation, may create and allow Customers and others to listen to free preview clips of your Recordings, all in their discretion. If you have a “Musician Plus” or “Label” account you can specify suggested retail pricing for certain stores. Note that these prices are just suggestions, and while stores usually adhere to custom pricing, ultimately stores can price however they like. We aren’t responsible for what Digital Stores do, and by opting into a particular Digital Store, you agree to accept and have your Recordings made available to its Customers in accordance with its pricing structure and other practices and policies from time to time, and in accordance with its agreement with Virtue Music.
- We will distribute your Recordings to your selected Distribution Channels on a worldwide basis (you can’t specify only certain countries or territories for particular Recordings). The “Territory” of this Agreement is the universe.
- Digital Stores may choose not to carry one or more of your Recordings at all or in certain territories (or to remove Recordings at any time) per their policies and practices, so we can’t make any guarantees. We may also decline to distribute (or may remove from Digital Stores) one or more Recordings from any or all Digital Stores if we receive any legal claims regarding that Recording, if we reasonably believe that any legal claims or issues may arise, if a Recording may violate the terms and conditions of any Digital Store, or for any other reason in our business judgment. And if our agreement with any Digital Store expires or terminates, or if that Digital Store ceases to operate entirely or in a particular territory, then your Recordings will no longer be available through that Digital Store.
- By opting into a Digital Store, you warrant to Virtue Music that you have read, understand, and agree to be bound by all of the terms and conditions of that Digital Store, and that you and your Recordings and other content will comply fully with those terms and conditions.
- YOUR ACCOUNT
- When you register for our Service, you will establish a username and password that will provide access to an online user dashboard for your account on our website, currently www.Virtue Music.com (our “Site”). Please keep your username and password safe and secure, as you will be solely responsible for any Recordings and other content uploaded and for all financial transactions and other activity conducted through your account. We will not be responsible for any activity transacted via or through your account.
- At the time of registration, you choose which level of user account you would like, depending on your budget and the level of services you want.
- The artist name(s) you choose will last for the duration of the term of your agreement with us, and can’t be changed. If you’d like to upgrade the level of your account during the year to add artist names and/or services, please do so online. If you upgrade within your first 12 months as a paying Virtue Music member, we will process your payment for the new account level and refund a prorated portion of your fee for the original account level (or refund the original fee in full if you upgrade within fourteen (14) days after signing up). Any other refunds are in Virtue Music’s sole discretion.
- Your annual registration fee must be paid with a valid credit card and, as described below under “Term,” will automatically recur annually until you terminate the Term of this Agreement. Therefore, you must maintain a valid credit card on account with us throughout the Term. We currently accept Visa, MasterCard and American Express, but reserve the right to add or change payment methods during the Term. You expressly authorize Virtue Music to charge the applicable amount, plus any applicable taxes, to the credit card you provided or, in our sole discretion, to deduct that amount from monies payable by us to you. Any refunds are in Virtue Music’s sole discretion. In addition, if you owe any fees or other amounts to Virtue Music, we may deduct or set-off such amounts from any current or future payments to you, in addition to our other rights and remedies.
- The term of this Agreement and our Services hereunder (the “Term”) will begin on the Effective Date and will continue for one (1) year, unless renewed or terminated earlier.
- The Term will renew automatically at the end of each annual contract period (and your credit or debit card will be charged accordingly) unless you terminate your account prior the end of the then-current contract year via your account on the user dashboard in the Virtue Music site.
- Virtue Music may terminate the Term for any reason, including but not limited to if we reasonably believe that you or any of your Recordings or other content has violated this Agreement or the terms and conditions of any Digital Store, that you or your Recordings infringe the intellectual property or other rights of any person or entity, if we are told by Digital Stores or reasonably believe that Digital Stores will not accept your content specifically or categorically, or that you are otherwise abusing our Service or any Digital Store or engaging in fraudulent or illegal activity. We may also terminate the Term if the credit or debit card that you provided to us expires, is cancelled, if our attempts to charge your Service fee are declined for any reason, or if we reasonably believe that charges were incurred fraudulently. So if the number, expiration date, billing address, or any other card or account information changes, please be sure to update your Virtue Music account promptly via the Site user dashboard. At our sole option, we may nevertheless elect to renew the Term and to deduct the applicable renewal fee from any and all sums payable to you hereunder. We may also terminate the Term if our Service is discontinued for any reason.
- After the end of the Term, we will notify all applicable Digital Stores to remove your Recordings and will have no further obligation to you other than to account and pay for monies earned during the Term. Customers who downloaded or otherwise accessed your Recordings may be able to retain and continue listening to your Recordings even after the Term of this Agreement is over.
- GRANT OF RIGHTS
- In order for us to distribute your Recordings and related content to your selected Digital Stores via our Service, our lawyers and the Digital Stores need us to confirm that you grant us the non-exclusive, sublicensable right and license during the Term and throughout the Territory to:
- distribute your Recordings to Digital Stores for them to sell or sublicense to their Customers by any and all applicable digital (non-physical) formats, configurations, technologies and methods (including, without limitation, permanent downloads, temporary or “tethered” download, interactive and non-interactive streaming, “scan and match” services, and “cloud” services) to any and all capable devices (including, without limitation, to personal and tablet computers and smartphones), in each case as now or hereafter known;
- create and to authorize Digital Stores to create and publicly perform and make available free preview clips of your Recordings and the musical compositions embodied therein via streaming format;
- display and otherwise use your artist(s) and/or label name and logo (if you have one) and all artwork, song and album titles, all trademarks, service marks, logos and trade names, and all artist, songwriter, producer and mixer names and approved likenesses, each as embodied in metadata within the Recordings or otherwise provided by you (“Materials”), on our Site, on the Digital Stores’ sites and services, and in any marketing, advertising or promotional materials for our Service or for the Digital Stores. Without limiting the foregoing, the Digital Stores may (but shall have no obligation to) create editorial content regarding you and your Recordings and may classify or categorize the same for inclusion within one or more genres;
- to collect all income from the Digital Stores from their exploitation of your Recordings (and to collect income after the Term from exploitation of your Recordings during the Term); and
- to notify Digital Stores and other third parties of our rights and relationship per this Agreement, and to include your name and logo (if you have one) in any listing of Virtue Music licensors.
- You also grant to us and to your selected Digital Stores the right and license during the Term and throughout the Territory to take all steps desired or required to effect the foregoing rights and to distribute your Recordings and Materials as contemplated in this Agreement, including without limitation, to store, host, cache, reproduce, convert, edit, serve, transmit and publicly perform such Recordings, and as otherwise required pursuant to our agreements with those Digital Stores, as may be amended from time to time during the Term. You understand that Digital Stores may grant to Customers rights to use your Recordings beyond the Term of this Agreement, even perpetual rights. As noted above, Digital Stores and/or we may decline to distribute or otherwise exploit any Recordings or other Materials (or to remove any Recordings that have already been distributed or offered to Customers) in our reasonable business judgment. You will be deemed to have approved any artwork, photographs, biographical material or other information or materials that you provide to us.
- In order for us to distribute your Recordings and related content to your selected Digital Stores via our Service, our lawyers and the Digital Stores need us to confirm that you grant us the non-exclusive, sublicensable right and license during the Term and throughout the Territory to:
- YOUR RESPONSIBILITIES
- You are solely responsible for and must have obtained all necessary rights, licenses, waivers, clearances and permissions, including without limitation all music publishing rights and licenses, throughout the Territory for all Recordings and other Materials in order to enable Virtue Music and your selected Digital Stores to fully exploit all their rights hereunder free of any claims, liens, encumbrances or other restrictions. Your uploading of Recordings and delivery of any other Materials shall be your unqualified warranty and representation to us that you have obtained any and all such rights required and necessary for Virtue Music and your selected Digital Stores to sell, distribute, publicly perform, promote, and otherwise exploit such Recordings and Materials as contemplated under this Agreement.
- In most countries and territories outside the U.S.A., Digital Stores will be responsible for obtaining licenses for the so-called “mechanical” reproduction of the musical compositions embodied in your Recordings, and for paying corresponding license fees and royalties to the applicable collection society(ies) in that country or territory. However, for permanent digital downloads by Customers in the U.S.A., Digital Stores typically do not obtain such licenses or make such payments, and instead include mechanical royalties in the sums that they pay to Virtue Music, and which we pay through to you. WE DO NOT AND CANNOT PROVIDE YOU WITH LEGAL ADVICE REGARDING YOUR OBLIGATIONS TO THIRD PARTIES, SO PLEASE CONSULT A QUALIFIED LAWYER BEFORE ENTERING INTO THIS AGREEMENT AND UPLOADING ANY RECORDINGS TO OUR SERVICE. Without limiting anything in this Agreement, you are solely responsible for and shall timely pay (i) any and all royalties and all other amounts due to artists, producers, mixers, engineers, licensors and any other royalty participants from the sales, license, performance and/or other exploitation of your Recordings and Materials, (ii) any and all royalties that may be payable by you to the owners or administrators of copyrighted recordings (samples) and/or musical compositions embodied in your Recordings, (iii) all payments that may be required under union, guild or other collective bargaining agreements applicable to you or third parties, and (iv) any other royalties, fees and/or sums payable with respect to the Recordings or Materials. You understand and acknowledge that Virtue Music will not be making any such payments on your behalf or otherwise. If you want Virtue Music to route a percentage of your earnings to another Virtue Music member, you may specify member(s) and percentages using Virtue Music’s “Teams” feature.
- PAYMENT & ACCOUNTING TERMS
- In full consideration of the rights and licenses granted hereunder, we will post to your Virtue Music account one hundred percent (100%) of any and all monies that we actually earn and receive in U.S. Dollars in the U.S.A. from your selected Digital Stores which are directly attributable to their exploitation of your Recordings, after deducting (i) any applicable PayPal fees or other payment processing fees and (ii) if you have opted-into and registered for our separate mechanical licensing service for cover songs, we will also deduct the fee for that service and all applicable royalties paid to songwriters and publishers and (iii) if you have opted-into and registered for our separate YouTube Money service, which uses YouTube’s ContentID service and other methods to detect videos that contain your Recordings, we will deduct 20% from monies paid by YouTube attributable to videos that exploit your Recordings that were detected using these methods. Once payment has been credited to your account, you will be able to withdraw at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals. Any sums that we receive in foreign currency will be converted to U.S. Dollars at either the same rate received by us, or current spot exchange rate at the time of transaction from store to Virtue Music, or from Virtue Music to you. For the avoidance of doubt, your payment is an “all-in” pay-through payment, from which you are solely responsible for paying and accounting to all applicable taxes, tariffs, licensors, songwriters, publishers, artists, producers, mixers and other third parties (unless you have opted into our optional mechanical licensing service or optional YouTube Money service, in which case mechanical royalty payments to songwriters and publishers, and YouTube Money fees, will be deducted “off the top”). We cannot offer any legal, tax, accounting and other advice; please consult your own advisors regarding those matters.
- You understand and acknowledge that Digital Stores may retain for themselves a portion of income that they receive from Customers and may deduct or withhold sums from the amount that they pay to Virtue Music. Sums retained or withheld by Digital Stores may include, without limitation, taxes and tariffs, administration fees, royalties or fees paid to third parties, wire transfer fees, and credit card processing fees and chargebacks. Virtue Music shall be entitled to rely on payments and accountings received from Digital Stores. You shall have no right to inspect or audit our books and records, or those of Digital Stores.
- We currently only make payments in U.S. Dollars via PayPal transfer, so YOU MUST HAVE A VALID PAYPAL ACCOUNT TO RECEIVE PAYMENTS FROM US. During the Term, we may change or add additional methods.
- After we receive a payment for you from a Digital Store, we will notify you via your Virtue Music account dashboard. You must then affirmatively accept and withdraw the payment from your Virtue Music account in order for us to transmit the royalties to you. We will also make available to you via your user dashboard a portion of accounting statements that we receive from your selected Digital Stores for the applicable period. We may redact those statements for any confidential information or information related to third parties. If your account is maintained on behalf of a group, company, partnership, or anything other than you alone, then you shall be responsible for paying anyone else. We will only make payments to the individual accountholder, or any paid accountholders you’ve specified in your Teams dashboard.
- If required by applicable law, we may withhold payments to you, in whole or in part, pending receipt of your correctly completed Form W-9 or any other applicable tax-related forms evidencing that no withholding is required. If any information provided on such tax forms is incomplete, incorrect or misrepresented, we reserve the right to withhold sums due to you until all appropriate and correct information is submitted to and received by us. You indemnify us and will be responsible for any costs, expenses and liabilities we may pay or incur as a result of any incorrect, inaccurate or misrepresented tax or financial information provided by you.
- If we receive a claim or notice or otherwise reasonably suspect that any of your Recordings or Materials or your use of our Site or Service breaches any agreement, infringes any third party rights, violates this Agreement or any law, rule or regulation, that there is a dispute regarding the Recordings or Materials (including without limitation as to ownership or payment of monies), or that your activities involve misrepresentation, misconduct, deception, fraud, or other inappropriate conduct, then in addition to any other available rights and remedies, we may suspend or terminate the distribution of your Recordings and/or the Term of this Agreement and/or withhold payment of monies to you in an amount reasonably attributable in our discretion to such Recording(s), Material and activity until and unless any and all claims or other conduct are favorably resolved to our reasonable satisfaction, and we may deduct from your payments our related attorneys’ fees and legal costs in connection. You will forfeit any monies that are attributable to your fraud, infringement or other illegal activity.
- REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
- You represent and warrant to Virtue Music that: (i) you are at least 18 years of age and have the legal capacity, right and authority to enter into this Agreement; (ii) you own or are otherwise fully vested of the necessary copyrights and other rights in order to make the grant of rights, licenses and permissions herein, and that the exercise of such rights, licenses and permissions by Virtue Music, your selected Digital Stores, and our and their respective permitted successors and assigns shall not violate or infringe any applicable law, rule or regulation or the rights of any third party; (iii) you have secured all third-party grants of rights, consents, licenses and permissions necessary, including without limitation mechanical licenses from copyright owners or proprietors, to grant all rights and licenses and otherwise fully perform all obligations hereunder, and shall make all payments and otherwise comply with all of your obligations under this Agreement; (iv) your Recordings and Materials do not and will not, and the authorized use thereof by Virtue Music, Digital Stores and their Customers shall not, infringe any copyright, trademark or other intellectual property or other rights (including without limitation rights of publicity, privacy or moral rights), of any third party, or violate any applicable treaty, statute, law, order, rule or regulation; (v) the files containing the Recordings and Materials that you upload or otherwise provide to us do not and will not contain any bugs, viruses, trojan horses or other defects or harmful elements or digital rights management restrictions; (vi) there are no actual or threatened claims, litigation, administrative proceedings or other actions regarding any Recordings or Materials or otherwise adverse to full exploitation of all rights and licenses granted hereunder; (vii) all data, metadata, and information provided by you under or in connection with this Agreement is and will be true, accurate and complete, and you agree to update the same promptly as necessary during the Term; (viii) you will make, and Virtue Music will not be responsible for, any payments other than those specified in paragraph 7.a above in connection with the Recordings and Materials; (ix) you will use the Site and Service only in accordance with this Agreement and not for any fraudulent, infringing or inappropriate purposes; (x) any sale, assignment, transfer, mortgage or other grant of rights in or to your interest in any of the Recordings or Materials shall be subject to our rights hereunder and the terms and conditions hereof; (xi) there is no existing agreement, and you will not enter into any agreement or perform any act, which materially interferes or is inconsistent with the rights granted to us hereunder; and (xii) you have read and understand this Agreement and have had the opportunity to consult with independent legal counsel in connection with them.
- You shall indemnify and hold harmless, and upon our request, defend, Virtue Music and our affiliates, sublicensees (including your selected Digital Stores and their Customers), successors and assigns, and the respective directors, officers, shareholders, members, managers, employees, agents and representatives of the foregoing, from and against any and all claims, suits, proceedings, disputes, controversies, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs) resulting from: (i) a breach or alleged breach of any of your warranties, representations, covenants or obligations under this Agreement; (ii) any claim that the Recordings, Materials, data or information provided or authorized by you or on your behalf hereunder or the use thereof by Virtue Music or a Digital Store violates or infringes the rights of another party; or (iii) any other act or omission by you or any of your licensors, agents or representatives. You will promptly reimburse Virtue Music and any other indemnified parties on demand for any amounts subject to indemnification. We shall notify you of any such claim and shall control the defense thereof, though you may participate in such defense at your own expense. You may not settle any claim for which we may be liable without our prior written consent, which we will not withhold unreasonably. If any facts, claims, proceedings or other circumstances arise that would be subject to indemnification, then Virtue Music, in addition to any other right or remedy, shall have the right to withhold from any payments otherwise due to you an amount reasonably related thereto until the claim, proceeding or circumstance has been finally resolved, settled or fully adjudicated and the judgment satisfied, or that the statute of limitations on such claim has run, or when you have provided reasonable and adequate security for the claim.
- NO WARRANTIES; LIMITATION OF LIABILITY
- THE SITE AND SERVICE ARE OFFERED AND PROVIDED TO YOU AS-IS. Virtue Music MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION AS TO THE AMOUNT OF INCOME THAT MAY BE EARNED BY OR PAYABLE TO YOU HEREUNDER, OR AS TO THE CONDITION, QUALITY, CONTINUITY OF OPERATION, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR SITE OR SERVICE. WE DO NOT GUARANTEE THAT ACCESS TO OR USE OF THE SITE OR SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, ERROR-FREE OR SECURE. ANY AND ALL WARRANTIES ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Virtue Music NOR ANY OF ITS AFFILIATES, EMPLOYEES, OWNERS, EMPLOYEES, REPRESENTATIVES OR AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOST SALES, LOSS OF DATA OR LOSS OF GOODWILL, FOR ANY ACTS OR OMISSIONS OF DIGITAL STORES OR THEIR CUSTOMERS, OR FOR YOUR USE OF OR ACCESS TO THE SITE OR SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL Virtue Music’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE SUMS ACTUALLY DUE TO YOU IN ACCORDANCE WITH PARAGRAPH 7.a ABOVE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN Virtue Music AND YOU.
- A party’s waiver of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. If any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms, such determination shall not affect any other provision hereof, and the unenforceable provision shall be limited solely as necessary or replaced by an enforceable provision that most closely meets the commercial intent of the parties.
- Virtue Music will not be liable for a curable breach of this Agreement unless you provide us with information specifying the alleged breach that we confirm receipt of, and we fail to cure such breach within ninety (90) days thereafter.
- We may direct all notices and communications to you via the email address or street address associated with your account and/or via your dashboard account on the Site. All notices to Virtue Music shall be sent to us at both [email protected] Music.com and [email protected] Music.com.
- You may not assign, transfer or delegate any of your rights or obligations hereunder without our prior written consent, and any purported attempt otherwise will be null and void ab initio. We may assign, delegate, pledge, encumber, sublicense and otherwise transfer, this Agreement and/or any or all of our rights and obligations in order to operate the Service and Site. This Agreement will be binding on and inure to the benefit of the parties and their respective assigns and successors in interest.
- We reserve the right to modify, discontinue or terminate the Service at any time and without prior notice. We are under no obligation to provide the Service continuously, or at all.
- The relationship between the parties is that of independent contractors. This Agreement shall not be deemed to create a partnership or joint venture, and neither party is the other’s agent, partner, employee, or representative.
- This Agreement shall be construed and enforced exclusively in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any action or proceeding brought by either party against the other arising out of or related to this Agreement shall be brought only in a state or federal court of competent jurisdiction located in New York County, New York, and the parties irrevocably consent to the in personam jurisdiction and venue of said courts. You agree that service of process by us to you by one of the methods designated above for the giving of notices will be deemed effective as personal service within New York County, and hereby consent to service of process by such methods.