Vicious Buzz Agreement - Standard Terms & Conditions

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The terms and conditions in this document represent the standard terms and conditions on which VICIOUS BUZZ may agree to distribute recordings but VICIOUS BUZZ will not be bound by this document unless and until VICIOUS BUZZ has sent you an email specifically accepting to be so.

KEY DEFINITIONS: “Vicious Buzz” is Vicious Buzz, LLC; “You” is the individual or legal entity which registered your application via the VICIOUS BUZZ website and, to the extent you are a legal entity, "You" shall also mean any data subject (from within your organisation) whose personal data is shared with us at any time; “Territory” is World, unless otherwise specified by you when uploading Recordings via the Product Uploader in the Vicious Buzz portal system; “Term” commences on the date Vicious Buzz sends to you an email agreeing to be bound by these Terms & Conditions and continues until terminated by either party on 30 days’ written notice; “Recordings” is all audio and/or audio‐visual recordings delivered by you in your sole discretion to Vicious Buzz during the Term, including via the Product Uploader; “Your Revenue Share” is 85% of Revenue and “Vicious Buzz’s Revenue Share” is 15% of Revenue; and “Accounting” is monthly, within 45 days of the end of each calendar month.

Rights

You grant to VICIOUS BUZZ on behalf of all of the relevant rights holders the rights below in and to the Recordings throughout the Territory during the Term (“Rights”):

  • “Digital Distribution”, being the exclusive right to make copies of, distribute, sell, make available and otherwise use all or any part of the Recordings by way of digital distribution and/or transmission online and by way of mobile application (including by way of downloading, interactive and non‐interactive streaming, webcasting and monetising user generated content), save that in the event you notify VICIOUS BUZZ that you do not grant VICIOUS BUZZ the right to monetise user generated content and premium music videos via the YouTube platform, such notification to be given via the VICIOUS BUZZ Portal or via your application via the VICIOUS BUZZ website, VICIOUS BUZZ will not monetise user generated content and premium music videos via the YouTube platform. For the avoidance of doubt, all other grant of rights given by you to VICIOUS BUZZ under this Agreement will remain in full force and effect.; and
     

  • the following non‐exclusive rights in connection with and intended to give effect to the other Rights (and the following materials are “Ancillary Materials”): to perform, communicate or broadcast all or any part of the Recordings for promotion of the Recordings only; to reproduce and use the approved artist / label’s name, professional name, logos, trade and service marks, trade names, photographs, likenesses, images, biographies or URLs, and all artwork and materials provided by you, or otherwise created, for use in connection with this Agreement and in connection with the promotion of the VICIOUS BUZZ business (VICIOUS BUZZ acting reasonably in all cases); if not provided by you, to obtain for and assign to the Recordings ISRC and EAN/UPC‐A codes (as needed); and to digitise and encode the Recordings and related materials into digital files (including any related processes, such as fingerprinting), to make any necessary modifications to the Recordings and related materials in connection with such digitisation and encoding, and to store and manage such files.

You retain copyright ownership of all Recordings and expressly reserve all rights in and to the Recordings and Ancillary Materials not expressly granted to VICIOUS BUZZ. VICIOUS BUZZ exercises the rights granted to it as principal and not as an agent. VICIOUS BUZZ is not obliged to distribute Recordings Delivered by you (including if a Recording is technically unsatisfactory or inappropriate in any way) but VICIOUS BUZZ will promptly notify you of any decision not to distribute and all Rights in the relevant Recording will revert to you on notification. VICIOUS BUZZ will use reasonable commercial efforts to credit artist where possible in line with industry practice in connection with commercial release of the Recordings but VICIOUS BUZZ, its licensees and agents will not be in breach of this Agreement for any failure to credit. VICIOUS BUZZ will use reasonable commercial efforts to rectify any such failure prospectively following notice, where rectification is feasible, practical and within VICIOUS BUZZ’s control.

Delivery

You are solely responsible at your cost for creation, clearance (as per the “Warranties” and “Mechanicals, Clearances & Licences” clauses below) and Delivery to VICIOUS BUZZ of all Recordings and Ancillary Materials. “Delivery” is complete once all Recordings, Ancillary Materials and any related metadata and label copy has been received via, and as required by, the VICIOUS BUZZ Product Uploader, or as otherwise agreed by VICIOUS BUZZ. Following Delivery, VICIOUS BUZZ will not remix, re‐master, edit or alter any Recording (except as required for technical or timing reasons), without your prior written approval. VICIOUS BUZZ is responsible for storage costs and audio encoding costs in connection with the Recordings. You are responsible for video encoding costs in connection with the Recordings. If VICIOUS BUZZ incurs any approved video encoding costs on your behalf at any time, VICIOUS BUZZ may in its discretion deduct such amounts from any payments due to you, or request reimbursement of any such amounts and you will promptly pay VICIOUS BUZZ such amounts.

Revenue

In consideration of the Rights granted to VICIOUS BUZZ, VICIOUS BUZZ will pay Your Revenue Share to you and will retain VICIOUS BUZZ’s Revenue Share to its own account. “Revenue” is gross revenue actually received by or credited to VICIOUS BUZZ directly and identifiably arising from exploitation of the Recordings less any VAT, other sales taxes, refunds or credits.

Accounting

VICIOUS BUZZ will account to and pay you on a monthly basis, within 45 days of the end of each calendar month, with VICIOUS BUZZ to make all payments to you in the currency and to the bank account provided by you via the VICIOUS BUZZ Portal, save where the amount due is less than the equivalent of GBP£50, in which case such amount will not be paid and will be carried forward to the end of the accounting period in which aggregate amounts due to you are equivalent to GBP£50 or more. If any amounts are legally required to be deducted or withheld from any amounts due to you, VICIOUS BUZZ may deduct or withhold such amounts but will notify you and on request provide you with reasonable assistance and documentation to enable you to recover the same or receive an appropriate tax credit. You may at your sole cost audit VICIOUS BUZZ’s books and records solely to the extent that they relate to the exploitation of Recordings under this Agreement on giving VICIOUS BUZZ reasonable advance written notice but in any event no more than once per annum. If any such audit reveals an underpayment that is accepted by VICIOUS BUZZ or adjudicated by a court of competent jurisdiction as being due, VICIOUS BUZZ will promptly pay such underpayment to you.

Warranties

You warrant, represent, undertake and agree that: you have the full right and authority to enter into, perform all of your obligations under, and grant the rights granted in accordance with this Agreement, provided that if you are entering this Agreement on behalf of a group of individuals or a registered organization, you agree to these Terms & Conditions on behalf of that group of individuals or registered organization and you warrant that you have authority to bind that group of individuals or registered organization and its parents, subsidiaries and sister companies (where applicable) to these Terms & Conditions; VICIOUS BUZZ’s exercise of the Rights and use of the Recordings and Ancillary Materials as per this Agreement will not violate or infringe upon the rights of any third party; you have a valid and enforceable agreement with, and have secured all necessary consents, clearances and rights from, all third parties whose rights, work, performances or services are embodied in any Recordings or Ancillary Materials (including all artists, producers, (re)mixers, session musicians and rights holders of any “sample” embodied in any Recording) to allow you to grant the rights granted in accordance with this Agreement; you will be solely responsible for all payments, fees or royalties that may be due to any such party arising from VICIOUS BUZZ’s exercise of the Rights; none of the Recordings or Ancillary Materials contain material which is obscene, defamatory or may expose VICIOUS BUZZ to civil or criminal proceedings; all metadata, label copy, credits and similar information supplied by you is complete and accurate in all respects; you will procure that artist will not assert any “moral rights” arising in connection with this Agreement against VICIOUS BUZZ, its licensees or agents authorized by VICIOUS BUZZ (whether under a specific or blanket license); that you are at least 18 (eighteen) years of age as of the date of your application via the VICIOUS BUZZ website; and if you are sales tax registered, you will inform VICIOUS BUZZ via the VICIOUS BUZZ Portal and if you are UK VAT registered you will enter into a Self‐Billing Agreement with VICIOUS BUZZ in a form reasonably required by VICIOUS BUZZ. You indemnify VICIOUS BUZZ and agree to hold VICIOUS BUZZ, its licensees, authorized third parties and affiliates harmless from and against all costs, claims, damages and expenses (including reasonable external legal costs) arising from any third party claim inconsistent with or in breach of your obligations, warranties, representations or undertakings in this Agreement (“Claim”) subject to that Claim being reduced to a judgment in a court of competent jurisdiction, settled with your prior written approval (not to be unreasonably withheld or delayed), or withdrawn or not proceeded with (as determined by VICIOUS BUZZ acting reasonably and in good faith) by the claimant. If proceedings are to be issued by a claimant in respect of a Claim, you will at your cost use best efforts to cause VICIOUS BUZZ to be dismissed from such proceedings.

Mechanicals, Clearances & Licenses

To the extent that any digital retailer or service provider (“DSP”) authorized by VICIOUS BUZZ to distribute the Recordings does not agree to be responsible for obtaining and paying for any mechanical, public performance or other clearances and licenses from rights holders of the compositions embodied in the Recordings (“Compositions”) necessary in connection with exploitation of the Recordings, you will be responsible for obtaining and paying for such clearances and licenses. You warrant, represent, undertake and agree that mechanical, public performance and any other necessary clearances and licenses from all rights holders of the Compositions will be available at rates and on terms no less favorable than the statutory or other customary rates and terms in effect in the applicable country of the Territory. VICIOUS BUZZ will advise you when accounting whether any relevant DSP has agreed to be directly responsible for such licenses and payments and where they are not, your share of Revenue will include the mechanical and/or performance royalty. You further acknowledge and agree that VICIOUS BUZZ is making the Recordings available in accordance with this Agreement on the basis that the following applies: unless otherwise expressly provided for in any applicable governing industry agreements in the local territory, VICIOUS BUZZ will not be required to pay mechanical or public performance royalties on Recordings distributed free of charge for promotional or other purposes, or which are otherwise non‐royalty bearing; VICIOUS BUZZ may for no additional consideration reproduce and authorize others to reproduce lyrics of Compositions on any applicable digital Recording packaging and make other customary promotional uses of the Compositions solely in connection with marketing and promotion of the Recordings (eg: listening clips on Amazon.com, iTunes or similar, promotional uses of “lyric videos” embodying the Compositions and advertising materials for the Recordings); and if VICIOUS BUZZ exploits a video embodying a Composition, the sole music publishing payment due in respect of such use will be payment of mechanical and public performance royalties to the extent already provided for in this clause and VICIOUS BUZZ will be granted any necessary synchronization rights for the use of such Composition on a gratis basis solely for such purposes. If VICIOUS BUZZ is required to pay mechanical, public performance or any other payments to the rights holders of any Compositions at any time, VICIOUS BUZZ may in its discretion deduct such amounts from any payments due to you, or request reimbursement of any such amounts and you will promptly pay VICIOUS BUZZ such amounts.

Post Term

On termination of the Term: VICIOUS BUZZ will issue formal take down notices to all DSPs and use reasonable commercial endeavours to ensure takedowns are effected within the periods provided under the relevant DSP licenses but VICIOUS BUZZ will not be responsible or liable for any take down delay or default by any DSP; and VICIOUS BUZZ will on request transfer a digital copy of the Recordings and any associated metadata to you at your cost (such cost not to exceed the actual cost of VICIOUS BUZZ’s reasonable time and materials in making such transfer). If, following the Term, VICIOUS BUZZ through no fault of its own continues to receive Revenue, VICIOUS BUZZ will pay you that Revenue subject to deduction of VICIOUS BUZZ’s Revenue Share.

Updates

VICIOUS BUZZ reserves the right to amend or update these Terms & Conditions or any part thereof upon notice to You, such notice to be given via the VICIOUS BUZZ Portal. For clarity, VICIOUS BUZZ will not amend or update the definitions of Recordings, Term, Territory, VICIOUS BUZZ Revenue Share or Your Revenue Share without Your prior approval, such approval to be given via the VICIOUS BUZZ Portal or by email.

Data Protection / Privacy Policy

You should read this Privacy Policy before submitting personal data to us. Whenever you submit personal data to us, you consent to the collection, use and disclosure of that data in accordance with this Privacy Policy. To the extent you are an authorized representative contracting on behalf of a legal entity, you warrant that you have obtained and are authorized by all relevant data subjects within your organization to supply their personal data to VICIOUS BUZZ and have received the necessary authorizations to enable VICIOUS BUZZ to process the data in accordance with this Privacy Policy.

The types of personal data typically collected by us may include contact information, such as name, title, email address, telephone number, company name and other similar information. We may also collect authentication information such as user IDs and passwords. As you use our website, some additional personal data may be collected using various technologies, such as cookies. When using the VICIOUS BUZZ website your Internet browser automatically transmits some of this information, such as the URL of the website you just visited and the Internet Protocol address and browser version currently being used by your computer. Such technologies help us to keep track of your interactions with the website and provide you with a more customized experience.

We may share personal data you provide to us with our affiliates and with consultants, service providers (e.g., DSPs) and contractors that we use to support our business and operations who have agreed to keep the information confidential and use it only to provide the applicable service(s). We use your personal data for the purposes of responding to any requests you may make, to provide the revenue collecting and accounting services described in these Terms & Conditions, to follow up with you after you have communicated with us or submitted information to us, to improve our services and website, and to communicate with you via our newsletters (unless you have requested that we not send such communications); and as otherwise specified at the point of personal data collection on our website www.viciousbuzz.com

You authorize VICIOUS BUZZ to transfer your personal data outside of the European Economic Area. This may include transferring it to or accessing it from other jurisdictions that may not provide a level of protection equivalent to the laws in your jurisdiction. We take appropriate steps to protect personal data from loss, misuse and unauthorized access, disclosure, alteration or destruction, whether in transmission or storage. Please keep in mind, however, that there is no such thing as perfect security, and no Internet transmission is ever completely secure or error‐free. Moreover, you are responsible for maintaining the confidentiality of any username and password you use.

We take all reasonable steps to ensure that your personal data is accurate, complete and up‐to‐date. Under the Data Protection Act 1998 you have a right to ask for access to the personal data we hold about you (which may be subject to a small fee) and/or ask that we correct that data if necessary. If at any time you wish to access or correct your personal data, please let us know using the following contact details: hello@vicious.buzz. We may ask you to verify your identity before we disclose any personal data or modify the personal data.

General

VICIOUS BUZZ will have the right in its sole discretion to sub‐licence in the ordinary course of business any rights granted under this Agreement solely to third party sub‐licensees and to assign the benefit of this Agreement in whole or in part solely to any parent, subsidiary, affiliated or associated company of VICIOUS BUZZ. VICIOUS BUZZ does not otherwise have, and you do not have, the right to assign the benefit of this Agreement in whole or in part to any third party without the other party’s prior written approval (not to be unreasonably withheld or delayed). Nothing in this Agreement constitutes a partnership, joint venture or contract of agency between the parties. The “Warranties” clause above survives expiry or other determination of this Agreement along with any other term which by its nature is intended to do so. The parties do not intend that any term of this Agreement will be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement except as expressly provided in the “Warranties” clause above. This Agreement will be governed by and construed in accordance with the laws of England and Wales and the High Court of Justice in London will be the non‐exclusive court of competent jurisdiction. This Agreement is made by you clicking “Finish” on the VICIOUS BUZZ website and VICIOUS BUZZ sending to you an email in response agreeing to distribute the Recordings in accordance with these Terms & Conditions. The word “including” and similar are not words of limitation. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings and agreements with respect to its subject matter. Each party acknowledges and agrees that no other party has made any representations or promises in connection with this Agreement or its subject matter that are not contained in this Agreement. Save as provided by the Updates clause above, no modification, amendment, waiver, termination or discharge of this Agreement or any provision of it will be effective unless confirmed in writing by all parties. Save as provided by the Updates clause above, VICIOUS BUZZ may amend these Terms & Conditions (including our Privacy Policy) from time to time by publishing the amended version(s) on the relevant pages of the VICIOUS BUZZ website. Be sure to check our Privacy Policy whenever you submit personal data to us.