Beats Music, LLC
Last Revised August 1, 2014
Effective Date August 1, 2014
Except as provided below, you will only use the Artistlink Platform for your own, personal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If you have the express authorization from a third party to do use the Artistlink Platform on such third party’s behalf, you may use the Artistlink Platform on behalf of such third party, in which case you represent and warrant that you have all rights and authorizations from such third party that are necessary for you to use the Artistlink Platform on their behalf. If your use of the Artistlink Platform is prohibited by applicable laws, then you are not authorized to use the Artistlink Platform. We cannot and will not be responsible for your using the Artistlink Platform in a way that breaks the law.
You are responsible for uploading the Products to the Artistlink Platform. The Artistlink Platform will guide you through this process. You can easily add or remove Digital Products, change retail prices (you determine the retail price, not Beats Music), or edit Digital Product information at any time through your Artistlink Account. You agree to provide accurate information for each Digital Product, such as images or verbal descriptions. Beats Music is not responsible for any issues relating to inaccurate information, and any resultant costs or charges (e.g. refunds) shall be borne by you and deduction from the Payment Obligation (defined below in Section 5).
4.1. Display of Beats Music As Retailer in the U.S.
You are a client of Beats Music utilizing Beats Music services through the Artistlink Platform for selling or reselling your Digital Products. Beats Music is the retailer and seller of record for sales of Digital Products to customers in the U.S. For clarity, Beats Music is not the retailer and seller of record for sales of Digital Products to customers outside of the U.S. As required by law, Beats Music will post “Powered by Beats Music” or “Powered by Artistlink” language in the checkout flow. To comply with credit card provider rules and trademark law, you will not display any credit card logos or insignia on your Artistlink Account as they pertain to your relationship with Beats Music.
4.2. Appointment of Agent in foreign countries
You hereby appoint Beats Music as your disclosed agent for the marketing and delivery of the Digital Products to customers outside the U.S. You hereby acknowledge that Beats Music will market and deliver the Digital Products to customers outside the U.S., but Beats Music will be acting in your name and on your behalf. In furtherance of Beats Music’s appointment under this Section 4.2, you hereby authorize and instruct Beats Music to:
The parties acknowledge and agree that their relationship under this Section 4.2 is, and shall be, that of principal and disclosed agent and that you, as principal, are, and shall be, solely responsible for any and all claims and liabilities involving or relating to, Digital Products sold to customers outside the U.S., as provided in this Section 4.2. The parties agree that your appointment of Beats Music as your disclosed agent under this Section 4.2 is non-exclusive.
Unless otherwise expressly agreed in writing by Beats Music, as between you and Beats Music, you are solely responsible for and shall pay all royalties, fees, and other monies owing any person or entity arising out of the use, sale, distribution or other exploitation of any Digital Product or Your Submission (defined in Section 8) on or through the Artistlink Platform, including without limitation (i) any sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants and (ii) fees for any rights, consents, royalties, or any other sums payable to any third party in connection with the exploitation of any materials contained in the Digital Products or Your Submissions protected by any intellectual property rights (e.g. ASCAP, BMI, Harry Fox, other music publishing rights holders).
4.4. Order Fulfillment of Digital Products.
Beats Music will fulfill orders for Digital Products placed through the Artistlink Platform. With respect to fulfillment of orders for Digital Products outside the U.S., Beats Music will be acting in your name and on your behalf. Beats Music will provide the customer with a mechanism to access or download the Digital Product.
4.5. Customer and Artist Information.
4.5.1. Customer Data.
To the extent generally available using the Artistlink Platform, Apple Inc. (“Apple”) will provide you access to customer data (i.e., name, address, email, social network screen name) for customers who purchase your Digital Products. You acknowledge and agree that Apple may (i) use customer and user data (including your data) in an aggregate, anonymous form, (ii) use, supply to third party chart reporting organizations, and publish your sales data for chart reporting purposes, and (iii) supply to other third parties with your express permission. We will not target communications to your customers without your express consent.
4.5.3. Customer Communication.
You are responsible for your communications with customers, including communications through the Artistlink Platform, and for providing us with accurate and complete customer information so that the Artistlink Platform operate properly and efficiently. You agree that the information you provide will be generated from your interactions with your customers and will be maintained and updated by you (or someone you have authorized). You shall not use the Artistlink Platform (and shall not authorize anyone else) to take any action that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (e.g., running Maillist, Listserv, or any form of auto-responder) (“spamming”).
For all Digital Products sold on or through the Artistlink Platform, Beats Music will collect, verify, and process a customer’s credit card information through Amazon Services. Through Amazon Services, Beats Music will collect the purchase price and applicable fees and taxes.
5.2. Artists Proceeds.
Beats Music will provide an accounting for you in which Beats Music will report the gross proceeds we receive from the sale of your Digital Products, minus any Deductions as set forth in Section 5.3. (“Payment Obligation”).
The Payment Obligation includes the gross funds we collect from the sale of your Digital Products minus the following items (“Deductions”): (i) Sales Fees payable to Beats Music as described in Section 5.4 herein; (ii) U.S. Sales Taxes, as defined in Section 5.5; (iii) third party licensing fees (payable by Beats Music when applicable as described in Section 5.6) (iv) refunds to customers (such as credit card charge backs, defined below in Section 5.7), disputed charges, or fraud, (v) actual bandwidth costs; (vi) actual credit card transaction fees (except with respect to the sale of tickets for which credit card fees are included in the 15% Sales Fee as described more fully in Section 5.4 below); (vii) reserves (if any); (viii) Third Party Payments (e.g. payment to a label); and (ix) other features we add to the Artistlink Platform to which you expressly opt-in (if any). More information on these Deductions is described below in Sections 5.4 – 5.8.
5.4. Sales Fees.
For all Digital Products that you sell using the Artistlink Platform and where such sales transaction is handled by Artistlink’s Amazon-powered shopping cart, Beats Music shall retain a Sales Fee equal to:
Beats Music will deduct its Sales Fees prior to remitting the Payment Obligation. The Sales Fees are non-refundable, provided, however, that Beats Music will not earn Sales Fees on authorized customer returns.
5.5. Sales Taxes.
“Sales Tax” means any sales, goods, use or value added tax, or any similar tax or fee. “U.S. Sales Tax” means any Sales Tax imposed by any U.S. state or territory or any political subdivision of any U.S. state or territory. “Other Sales Tax” means any Sales Tax that is not a U.S. Sales Tax. For Digital Products we sell to customers in the U.S. located in states where Beats Music has a legal obligation to collect any U.S. Sales Tax (as determined by Beats Music), Beats Music shall be solely responsible for the collection and remittance of any and all applicable U.S. Sales Tax. To the extent that Beats Music has a legal obligation to collect any U.S. Sales Tax, any U.S. Sales Tax collected by Beats Music will not be placed into your account, but will be remitted to the appropriate government authority or authorities in accordance with the applicable tax law and regulations. Beats Music is not responsible for the collection and remittance of any Other Sales Tax. You will be solely responsible for the collection and remittance of (i) any Sales Tax imposed on your sale or licensing of Digital Products to Beats Music and (ii) any Other Sales Taxes imposed on the sale of any Digital Products by Beats Music acting as your agent. Except for taxes or fees passed on to the customer, (e.g., import duties or taxes owed by the customer in certain foreign jurisdictions), you agree to reimburse us for any amounts Beats Music has paid, or, alternatively, we will deduct such amounts from the Payment Obligation, at Beats Music’s discretion.
5.6. Third Party Licensing Fees.
We are not responsible for clearing rights or licensing your Digital Products, and we do not deduct or reserve fees to account for such payments unless they are imposed upon us or we reasonably determine you will not pay them. Beats Music may be required to pay third party licensing fees, such as MP3 licensing fees to Thomson for digital distribution using the MP3 format, or other similar fees. We will deduct the actual cost of any such fees from the Payment Obligation. You are responsible for securing all rights in your Digital Products and paying the appropriate royalties (if any) to others, e.g. ASCAP/BMI, Harry Fox, etc.
5.7. Fraudulent Activity.
We are not obligated to pay you any amounts that are connected with any activities deemed fraudulent or criminal. We will determine, at our reasonable discretion, the existence or possibility of fraud or criminal activity, and we may make any inquiries and investigations we deem appropriate. Beats Music may deduct from the Payment Obligation any amounts attributable to Chargebacks (a “Chargeback” is a refund that occurs when a credit card processor or bank revokes a prior transaction, which may be done for such reasons as fraud, suspected fraud, or customer complaint), orders which Beats Music determines to be fraudulent or criminal, or orders fulfilled upon receipt of a valid merchant bank payment authorization that is subsequently suppressed and cancelled prior to settlement by Beats Music or the bank.
5.8. Our Right to Suspend Payments.
We strive to treat customers fairly, so if we receive significant numbers of complaints about your Digital Product quality, or other unusual circumstances, we may notify you and suspend access to your Artistlink Account and/or withhold a reserve or suspend payments to you until you have resolved those issues. If those circumstances are not quickly resolved, we may refund some payments to your customers (even if your user terms or other applicable agreement with your customers provides otherwise). We also respect intellectual property rights and we know you do too. If we receive claims, demands, lawsuits, subpoenas or inquiries from others, we will notify you and may suspend payments to you until you have demonstrated to our reasonable satisfaction that you have secured and paid for all rights necessary to distribute and sell your Digital Products. We will withhold payments until the issues are resolved, at which time we shall promptly remit such funds and interest to you. We will not release those payments to any third party unless a court orders us to do so or you instruct us to do so.
Subject to your strict compliance with our Artistlink Policies, Beats Music grants you a limited, revocable, non-exclusive, non-assignable and non-transferable right and license to access and make personal use of the Artistlink Platform. The Artistlink Platform is licensed, not sold, to you. Beats Music does not transfer and, as between you and Beats Music, retains ownership of all right, title and interest in the Artistlink Platform, including without limitation, all its intellectual property rights. This license does not grant you any rights to use the Beats Music trademarks, service marks, trade names, logos, domain names, or any other of its intellectual property rights without prior written consent from Beats Music.
In addition, YOU MAY NOT:
Beats Music retains all of the legal rights to control the Artistlink Platform. This means that Beats Music has the absolute right, at its sole discretion, to unilaterally delete anything that is posted on and through any part of the Artistlink Platform. Further, Beats Music retains the right to reclaim any username for any or no reason. Beats Music recognizes that you have significant power and control regarding what you post on the Artistlink Platform. Despite retaining total legal control in the Artistlink Platform, Beats Music has neither the ability nor desire to monitor all posts at all times. And, even if we become aware of a particular post, we may not remove the post when others think that it should be removed. As such, Beats Music assumes no obligation to monitor or control Your Submission (defined below in Section 8) and/or Trademarks (defined below in Section 8) and any other content posted by users. You are solely responsible for Your Submission and/or Trademarks that you provide on and/or make available through the Artistlink Platform. Beats Music is not responsible or liable for the accuracy and opinions of what you and other users post on the Artistlink Platform. We are not liable for any errors, omissions, losses, or damages in and/or to Your Submission and/or Trademarks. To the extent permissible by law, Beats Music is not liable for any of Your Submission and/or Trademarks or any Content, trademarks, and submissions posted or otherwise made available on or through the Artistlink Platform by other users.
8. Content and Your Submission
“Content” means the materials displayed or performed or available on or through the Artistlink Platform, including without limitation, photos, text, graphics, data, articles, images, and illustrations.
You promise to abide by all applicable copyright notices, trademark rules, information, and restrictions contained in any Content you access on or through the Artistlink Platform. You promise to NOT use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise exploit for any purpose any Content not owned by you: (i) without the prior written consent of the owner of that Content, or (ii) in a way that violates someone else’s (including Beats Music’s) rights.
8.2. Your Grant of Licenses
“Your Public Submission” or “You Private Submission” (collectively, “Your Submission”) means anything you upload, post, share, store, or otherwise provide through the Artistlink Platform.
“Your Public Submission” means Your Submission that you share publicly on the Artistlink Platform and/or in a manner that more than just you can view, or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Artistlink Platform.
“Your Private Submission” means Your Submission that you choose to make viewable only to you and not to others.
“Your Grant of License For Digital Products”:
Beats Music will not have any ownership rights in your Digital Products or Artwork (defined below). We need only the following license to resell your Digital Products: you hereby grant to Beats Music for as long as you are using the Artistlink Platform, a worldwide, non-exclusive, royalty-free right to (i) use, display, perform, publish, and reproduce your Digital Products along with all artistic or copyrightable works and materials you have uploaded through the Artistlink Platform (“Artwork”) on your behalf; (ii) stream, transmit, feature, promote, market, or otherwise sell and distribute the Digital Products and Artwork to customers on or through the Artistlink Platform; (iii) use and publicly display, and to permit others to use and publicly display, the name(s), trademarks, likeness, biographical materials and similar proprietary rights of you and all other members of your band or group, in connection with the Artistlink Platform (but we shall not use your names or likenesses in any other context without your consent), and (iv) use all other information you provide to us.
“Your Grant of License For Your Submission”:
By posting, displaying, uploading, and/or making available Your Submission on or through the Artistlink Platform, you grant to Beats Music, its affiliates (including third party developers), and its successors a perpetual, worldwide, non-exclusive, irrevocable, royalty-free license to use, host, stream, playback, transcode, market, sell, distribute, feature, post, reproduce, copy, repost, transmit, make derivative works of, make available, publicly perform, publicly display, or otherwise distribute in connection with the Artistlink Platform and its operations. This may occur after you suspend or terminate your account. You agree that it may not be possible to completely delete Your Submission from our records, and that Your Submission may remain viewable elsewhere to the extent that they were copied or stored by other users.
In addition to the foregoing paragraph, Your Grant of Licenses to Beats Music includes a license to make Your Private Submission accessible to you and to provide the Artistlink Platform services necessary to do so. Further, Your Grant of License includes a license to Beats Music to display, perform, and distribute Your Public Submission for the purpose of making Your Public Submission accessible to all users and providing the Artistlink Platform services necessary to do so, as well as all other rights necessary to use and exercise all rights in Your Public Submission in connection with the Artistlink Platform. Also, you grant all other users of the Artistlink Platform a license to access Your Public Submission, and to use, download, and exercise the limited rights granted to Your Public Submission, as permitted by the functionality of the Artistlink Platform.
You further grant Beats Music the worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable, and transferable right to use, reproduce, copy, and display your trademarks, service marks, slogans, logos, or similar proprietary rights (collectively, the “Trademarks”) solely in connection with the Artistlink Platform. This may occur after you suspend or terminate your account.
You understand and agree that Beats Music, in performing the required technical steps to provide the Artistlink Platform to our users (including you), may need to make changes to Your Submission to conform and adapt Your Submission to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
You acknowledge and agree that you, and not Beats Music, will have the burden of proving that all of Your Submission, Artwork, Digital Products, and Trademarks that you make available through the Artistlink Platform (collectively, the “Your Materials”) does not violate any laws, including without limitation, infringing any and all rights of any and all third parties. You will ensure that you comply with any third party requirements based on the use of Your Materials, including payment of any money owed to those third parties (such as royalties). Beats Music does not claim any ownership rights in Your Materials. Beats Music is not liable, in any way, for any of Your Materials.
You represent and warrant that:
You may not upload, download, or encourage others to upload or download copyrighted works, trademarks, or other proprietary information without obtaining the prior written consent of the owner of the rights. In the event a user repeatedly infringes a copyright, Beats Music may at its own discretion, cancel the user's rights to use the Artistlink Platform. If you are a copyright or trademark owner who believes that your rights have been violated on the Artistlink Platform, please send a notice to our Copyright Agent pursuant to 17 USC §512. Such notice should contain an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work, a description of the copyrighted work that you claim has been infringed, a description of where the infringing material is located, your address, telephone number, and email address, and a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner nor any entity authorized to act on the copyright owner’s behalf. Beats Music’s Copyright Agent can be contacted at firstname.lastname@example.org.
Our agent for notice of alleged copyright infringement on an Application is:
Beats Music, LLC
555 19th Street
San Francisco, CA 94417
United States of America
Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement related to the Service must be a written communication addressed to a designated agent as set forth above, and must include substantially all of the following:
You may cancel your Artistlink Account at any time. For assistance, contact Beat Music through support.artistlink.com. You agree that Beats Music, at its sole discretion, with or without prior notice, may freeze or cancel your username, password, or use of the Artistlink Platform (any part thereof) for any reason, including without limitation, if Beats Music believes that you have violated or acted inconsistently with any portion of any of the Artistlink Policies in any way. In addition, Beats Music may, in its sole discretion and at any time, modify or discontinue the Artistlink Platform, or any part thereof, with or without notice. You agree that Beats Music shall NOT be liable to you or any third party for any interference with or termination of your access to the Artistlink Platform.
If you have deleted your account by mistake, contact us and we will try to help, but unfortunately we cannot promise that we can recover or restore anything.
You understand and agree that Beats Music is responsible for all customer service, help, and account issues related to your Artistlink Account. You agree not to direct any questions, requests for assistance, or inquiries about the Artistlink Platform to your ISP or to any third party website. For assistance, please visit support.artistlink.com.
Beats Music will make reasonable efforts to keep your account and the Artistlink Platform operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. We will make reasonable efforts to notify you at least twenty-four (24) hours in advance of any downtime that we anticipate will exceed one (1) hour.
We also reserve the right at any time to modify, change, and discontinue, temporarily or permanently, any and all functions and features of the Artistlink Platform with or without notice. Access to the basic Artistlink service on or through the Artistlink Platform is currently free, but we reserve the right, in the future, to charge for certain or all services available on or through the Artistlink Platform. We will notify you before any service you are then using begins to carry a fee, and if you wish to continue using such service, you must pay all applicable fees for such service. You may be required to pay a subscription fee in order to take advantage of some premium features of the Artistlink Platform. All amounts paid are non-refundable, except where and to the extent required by law.
We take the security of your personal information very seriously. However, you are responsible for all of the information that you submit through the Artistlink Platform and anything you communicate and comment on through the Artistlink Platform. You are solely and entirely responsible for maintaining the confidentiality of your password, and for any and all activities that occur under your account. Your password protects your user account so make sure it is unique and strong.
If you need to change your password, it is your responsibility to change it through your Artistlink Account Settings or by contacting us through support.artistlink.com. If you have lost your password or if you suspect that somebody has stolen your password or is using your password improperly or otherwise accessing your account with Beats Music, you should contact us through support.artistlink.com for assistance.
While we take reasonable precautions, no security measures are completely secure. Therefore, we do not guarantee the security of any information on or within the Artistlink Platform at any time. For any additional information about our security measures, please contact us at email@example.com.
WITHOUT LIMITING ANY PROVISION HEREIN, THE ARTISTLINK PLATFORM IS MADE AVAILABLE “AS IS” AND ON AN “AS AVAILABLE” BASIS AND BEATS MUSIC MAKES NO AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES, AND REPRESENTATIONS (COLLECTIVELY, “WARRANTIES”) WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUALITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
BEATS MUSIC MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE ARTISTLINK PLATFORM WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, BUGS, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND BEATS MUSIC DISCLAIMS ANY LIABILITY RELATING THERETO.
BEATS MUSIC MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES THAT USE OR RESULTS OF THE USE OF THE ARTISTLINK PLATFORM WILL BE ACCURATE, TIMELY, RELIABLE, UNINTERRUPTED, OR WITHOUT ERRORS. WITHOUT PRIOR NOTICE, BEATS MUSIC MAY MODIFY, SUSPEND, OR DISCONTINUE ANY PART OR ALL OF THE ARTISTLINK PLATFORM OR YOUR USE OF THE ARTISTLINK PLATFORM. IN SUCH EVENT, BEATS MUSIC WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.
YOU UNDERSTAND THAT YOU MAY ENCOUNTER OFFENSIVE, INDECENT, OR OTHER OBJECTIONABLE CONTENT OR SUBMISSION WHEN USING THE SERVICE. BEATS MUSIC WILL HAVE NO LIABILITY TO YOU FOR ANY SUCH CONTENT OR YOUR SUBMISSIONS.
SOME OF THE CONTENT, PRODUCTS, SUBMISSION, AND SERVICES AVAILABLE THROUGH THE ARTISTLINK PLATFORM MAY INCLUDE MATERIALS THAT BELONG TO THIRD PARTIES. YOU ACKNOWLEDGE THAT BEATS MUSIC ASSUMES NO RESPONSIBILITY FOR SUCH CONTENT, PRODUCTS, YOUR SUBMISSION, OR SERVICES.
CERTAIN STATE LAWS DO NOT ALLOW DISCLAIMERS OF OR LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You may use the Artistlink Platform only as permitted by law. You acknowledge and agree that you will comply with all relevant and applicable export and re-export control laws, including the U.S. Export Administration Regulations. You warrant that you are not located in a country that the U.S. Government has embargoed goods. Further, you warrant that you are not listed as a restricted or denied party on any U.S. Government list, including without limitation, the U.S. Commerce Department’s Denied Parties List or Entity List.