STDC, Account Registration Agreement

STDC, Account Registration Agreement

Here's How It Goes...

1. We get to non-exclusively digitally distribute and promote your content and use of your names and likelihood.

2. How long does this agreement lasts and who sells your content is up to you.

3. We set the prices according to the current music rates, we take a small fee of 20%, and we send you statements and payments each month.

We want to stress that by accepting this Agreement you are NOT transferring any ownership rights of any kind to any of your copyrights (song or sound recording) and no provision of, or potential ambiguity in, this Agreement will be construed by anyone to transfer any ownership rights in your copyright to us!

Distribution Agreement:

Please read this Agreement carefully.

By clicking the "SIGNUP" button, this will become a contract that is legally binding on you and STDC Digital Community Network. If you find anything in here that you cannot agree to or if by agreeing you would be signing up to something that is not clearly understood, then you should not click on the "SIGNUP" button.

The "Effective Date" of this Agreement is the date on which you click the "SIGNUP" button. We have the right to modify this contract from time to time as we state in Paragraph 7 below, and you will have the right to reject any modifications we want to make by terminating this Agreement. References to " STDC Digital Community Network " anywhere in this contract means STDC Digital, of 3050 N. 79th St., Milwaukee, WI 53222.

Part of the "SIGNUP" process involves your filling out and signing an application for a STDC Digital account. Following approval of your application for a STDC Digital account ("STDC Digital Community Network "), you will be able to access our "dashboard" or "Enabling Interface Community" to upload your Content in our STDC Digital Community Network, STDC Digital will set the prices or other sales terms that govern the sales and distribution of your Content.

You will see certain capitalized terms in this Agreement, and those terms are defined in Paragraph 8 below.

1. STDC Digital Get To Non-Exclusively Digitally Distribute And Promote and Market Your Content And UseYour Names.

In order for us to be able to distribute your Content and to represent to people that you have authorized us to distribute and sell your Content, you have to authorize and empower us to do those things in this Agreement. By clicking on the "SIGNUP" button, you appoint us as your non-exclusive authorized representative for the Exploitation of your Content in accordance with the terms you designate in the STDC Digital Community Network. Accordingly, you grant to us and/or our Retailers the right, to:

1. Reproduce and convert your Content into Digital Masters, including creating "Acoustic Fingerprint(s)" of each Digital Master (and the Composition embodied in each Digital Master) for all of your Content, storing that Acoustic Fingerprint and your metadata for that Acoustic Fingerprint in the STDC Digital and our STDC Digital Community Network, and to use that Acoustic Fingerprints and your metadata to provide Services to you or to others, even if this Agreement has ended.

2. Distribute by digital transmission Digital Masters of your Content as "singles", "albums" or other "bundles", on-demand streams, "conditional downloads" or other configurations of Digital Masters used in the online music business in the Territory concerned, and to deliver those configurations of Digital Masters to End Users (including through the (STDC Digital “Bboytraxx/Sidetraxx Mall”) or Retailers subject always to

the rules you set in the STDC Digital Community Network.

3. Edit and publicly perform, meaning to playback or otherwise make available in a publicly available way, portions of your Content ("Clips") (that we can create) by "streaming" that is primarily designed to have potential purchasers buy permanent downloads of your Content or subscribe to a service that includes your Content and generally help in the promotion of the sale or playback of your Content.

4. Reproduce and publicly perform any Composition embodied in a Digital Master derived from your Content (including any and all "server" or "ephemeral" copies), it being understood and agreed that we will not be obligated to account and pay mechanical royalties to you, all such sums being included in the wholesale price set by STDC Digital.

5. Use your Content, Artwork and metadata as may be desirable for us for Exploitation, including providing "blocking" and/or "filtering" services for Registered Content to certain third parties.

6. Authorize our Retailers to perform any one or more of the activities specified above subject always to the rules you set in the STDC Digital Community Network.

7. For the avoidance of doubt, the rights you grant to us for the Compositions are, and will otherwise be deemed to be, a direct license to us or any person, firm, corporation or other entity hosting or making available any STDC Digital Store(s) including your Content.

8. You also grant to us and our designees the rights to use and publish, and to permit others to use and publish, the name(s), trademarks, approved likenesses and approved biographical materials of you and all persons rendering services in connection with your Content, in connection with our or our designees’ Exploitation of your Content and Artwork, as well as in connection with us and our Services.

2. After 1 year, ‘How Long This Agreement Lasts Is Up To You’.

The time period that this Agreement is in effect begins on the Effective Date and continues for the first physical year, after the first year, the Agreement turns over and you can keep your account as long as your Content is registered in the STDC Digital Community Network ("Term"). You may terminate this Agreement at any time after (1) year, by following the instructions in the STDC Digital Community Network for un-Registering your Content from the STDC Digital Community Network. We can terminate this Agreement at any time after (1) year by sending you a notice of our intention to terminate through either the STDC Digital Community Network or to your contact address listed in your Interface Account on STDC Digital Community Network.

3. You Own Your Content. We Own Our Data.

Again, we want to stress that by accepting this Agreement you are NOT transferring any ownership rights of any kind to any of your copyrights (song or sound recording) and no provision of, or potential ambiguity in, this Agreement will be construed by anyone to transfer any ownership rights in your copyright to us. However, we are the sole owner of all data we observe or collect during or after the Term as part of providing the Services, including Acoustic Fingerprints, transaction data, file-share requests, file transfers, search requests, other shared materials, customer geographic and demographic information.

4. Our Retailers Can Sell Your Content, Unless You Tell Them Not To.

1. Subject to your right to opt out for (Marketing – Promotions – Graphic Design)

package, that cost an additional $125.00 per-month (Service Fees), will amke only your Music Content available to a particular Retailers in this Agreement, you authorize us to make a contract with Retailer(s) that allows us to distribute your Content to a Retailer for sale, streaming, or blocking. You will be able to review the Retailer Use Terms for each Retailer through the STDC Digital Community Network. If you do not opt out for services advertised with this STDC Distribution package meaning (Marketing – Promotions – Graphic Design), you are expected to pay your “Rental/Service fee of $125.00 per-month” on time. It takes at least fifteen (15) days after your “SIGNUP”, you are presented with such Retailer Use Terms, you will be deemed to have authorized us to make your Content available to that Retailer on those terms and we will make your Content available.

Any additional Digital Masters that you register will be automatically made available to each Retailer whose Retailer Use Terms you have accepted or are deemed to have accepted because you did not reject that Retailer in accordance with each Retailer's Use Terms.

2. You understand and agree that the distribution of Unregistered Content is solely up to each Retailer and is not in our control. You, and not us, are solely responsible to pay all costs for and to bring and prosecute any and all claims, involving you’re Content or otherwise, against a Retailer, or the owner, operator, or host of a web site which contains a STDC Digital Community Network. You understand and agree that we assume no obligation to enforce your rights. Enforcement of your rights is solely your responsibility.

3. You will have the right at any time during the Term hereof to modify the Exploitation of your Registered Content, or to withdraw your Registered Content by updating your Use Terms in the STDC Digital Community Network. Promptly following the modification of your Use Terms, we will advise our Retailers of such changes. To be clear, this modification of your Use Terms applies only to your Registered Content and not to Content that you have not registered in the STDC Digital Community Network (“Unregistered Content”). The foregoing will not limit your responsibility for sales and other uses of your Content and/or Artwork occurring prior to the implementation of such change and will not limit in any way the rights of End Users who have downloaded your Content or Artwork.

5. STDC Digital Community Network Set(s) The Prices, We Take A Small Fee of 20%, And We Send You Statements and Payments Each Month.

1. We will maintain a unified account (a "proceeds account") into which we will deposit net proceeds derived from sales of Digital Masters and against which we will debit all fees payable by you to us. All such fees (e.g., per-download transaction fees) will be emailed to your email address you “SIGNUP” with. If we change our fee schedule, we will do so in accordance with the notification and modification process described in Paragraph 7(a). For the avoidance of doubt, you, and not us or our designees, will be responsible for setting the wholesale price, subject to your obligation to pay the STDC Digital Community Network, Digital Transaction Fee(s).

2. Payment to You: During the Term, we will deposit into your proceeds account all of your net proceeds received by us, less our applicable fees (as described herein), on a monthly basis, no later than forty-five (45) days following the end of each calendar month. We will hold payment until the following month if the total amount due to you is not more than twenty dollars (US $20.00). Our accountings will show, in reasonable detail, the name of the artist, the name and quantity of your Digital Masters sold during each month and for sales through a Retailer, the identity of the Retailer, together with the applicable wholesale price and total net proceeds payable for your Content. For sales through STDC Digital Community Network, we will not be obligated to provide the identity of the host of any particular STDC Digital Community Network.

6. Some Promises You and We Need To Make.

1. By clicking on "SIGNUP", you promise us that you have all rights necessary to give us your Content, Artwork and associated metadata, all at your sole cost and expense. You understand and agree that the only sums we are required to pay to you in connection with any and all Exploitations of your Content, Artwork or metadata will be the retail price therefor less any and all sums you are required to pay to us under this Agreement. You will be responsible for and will pay (i) any sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Digital Masters; (ii) all sums payable in connection with the Compositions derived from sales or other uses of Digital Masters, (iii) for any rights, consents, or royalties payable to third-parties in connection with the delivery, encoding, transcoding, encrypting, use and/or distribution of Content; (iv) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (v) any other monies payable with respect to Exploitations of your Content, and Artwork, metadata and any other materials provided by you to us. You further agree to be bound to the terms of STDC Digital Community Network "Dispute Resolution and First Registrant Rule. You agree that you will not, and will not attempt to, challenge the Registration of any content that you do not own and control.

2. You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title or interest in and to your Content or Artwork; and that you own or control all rights necessary in order to grant to us the rights and promises you grant to us under this Agreement, that the exercise of such rights, licenses and permissions by us and our Retailers and licensees will not violate or infringe the rights of any third party.

3. Each party represents and warrants that it has full authority to enter into and fully perform its obligations under this Agreement and has obtained all necessary third-party consents, licenses and permissions necessary to do so; and neither party will not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party's performance of its obligations under this Agreement; and that each party represents and warrants that it will perform their obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.