Terms of Service
Last Updated: April 30th, 2021
Please read these Terms of Service carefully. They provide legally binding terms and conditions for any use of the services offered on this platform, including music distribution and marketing.
Welcome to WorldStarHipHop! The following terms of service ("Terms") govern your use of WorldStarHipHop.com and any other websites, mobile applications, social media platforms and/or channels that are owned, operated and/or controlled by WorldStar, LLC and/or each of our affiliates, licensees, agents and assigns ("Company", "we," "us" or "WorldStar") including social media channels belonging to any User (as defined below), where the User has authenticated or otherwise delegated control to us, including through sharing login information, using Facebook Connect and/or other authentication login methods now known or hereafter devised (collectively, the "Website"). The Terms form a legal agreement ("Agreement") between User and us. By using the Website, you (sometimes referred to individually as "User" or collectively as "Users") acknowledge that you have read, understood, and agree to be bound by these Terms, and to comply with all applicable laws and regulations. BY ACCESSING OR USING THE WEBSITE, YOU AGREE TO THESE TERMS; IF YOU DO NOT AGREE, DO NOT USE THE WEBSITE. Collectively, you and us are sometimes hereinafter referred to as the "Parties."
All rights not expressly granted to Users in these Terms are hereby reserved by Company.
Additionally, by Signing Up with Worldstar Distro the User agrees to be bound by all Terms applicable to the services, as amended from time to time.
Amendments and Modifications
Company reserves the right to amend, modify or update these Terms at any time with or without notice to Users, and may also add new features or functionality to, or change or remove existing features or functionality from, the Website that will be subject to the Terms. In the event we modify these Terms, we shall post an updated version of such terms on the platform. It is the User's obligation to check for any changes made to these Terms. Notwithstanding the foregoing, in the event any changes to these Terms shall materially change User's rights, Company will use reasonable efforts to notify Users of such changes via e-mail, provided that failure to provide e-mail notification shall not be deemed a breach of this Agreement. User agrees to keep an up-to-date e-mail address on file on User's account. Any User who continues to use the Website after any changes are made will be deemed to have agreed to those changes. User's acceptance of these terms will create a binding and legally enforceable contract between User and Company.
User Account Information
In order for Company to consider working with User as an artist, Users will need to provide certain information about themselves (as prompted by the Website) ("User Account Information"). All Users agree to provide true, accurate and current User Account Information. Users grant a non-exclusive, worldwide, royalty-free license to Company to use such User Account Information solely for the purposes of determining whether User is the right fit for Company, supplying the services provided by the Website, including disclosing such User Account Information to third parties as necessary (for example, disclosing limited User Account Information to verify its accuracy). As prompted, User will be asked to submit its social media handles or addresses including, without limitation, YouTube, Facebook, Instagram, Twitter, Snapchat, LinkedIn, SoundCloud, Pandora, Spotify, and Vevo. User acknowledges and agrees to provide User's correct information (including without limitation social media access, handles, and links) and samples of work that are solely owned or controlled by User. Additionally, User acknowledges and agrees that Company receives many submissions, some of which may be similar, or may be similar to content being independently developed by Company and Company is free to work with artists with similar submissions or proceed with developing its own content without any obligation to User.
In addition to the above, Company may request documentation to support the ownership or control by User of User Content and/or ID Materials (as defined below) from User at any time. Failure to provide documentation within three (3) business days of Company's request for same may result in non-payment of Royalties, takedown of content, and/or immediate closure of Client's account, all at Company's election. User shall promptly provide notice to Company of any changes to User's contact information and payment information.
User shall be solely responsible and liable for any and all User Account Information submitted on the Website. Company will not be held accountable if User suffers any loss or damage as a result of the use of the Website. While Company takes reasonable measures to keep User Account Information secure against unauthorized use or access and shall take reasonable steps to ensure that the Website will function as intended, Users shall be responsible for maintaining the security of their account by keeping their User Account Information, Passcode number and log-in details confidential and secure, and not sharing any such information with any third party. Company shall not be liable if at any time the Website malfunctions and/or causes any loss or damage to Users, or for any other loss or damage suffered as a result of any partial or total breakdown of, or inability to use, the Website. Company will try to promptly address (during normal business hours) all technical issues that arise in relation to the Website. Users must notify Company immediately if they suspect or become aware of any unauthorized or fraudulent use of their account.
The Website may contain links to independent third party websites such as YouTube, Facebook, Instagram, Twitter, Snapchat, LinkedIn, SoundCloud, Pandora, Spotify, and Vevo (collectively, "Linked Websites"). Company provides these Linked Websites solely for your convenience. Company does not control or endorse any Linked Websites. Company cannot be responsible for the content, promotions, security, tracking policies or privacy policies of such Linked Websites.
Company Grant of Rights
When utilizing the distribution services, User grants Company the exclusive right throughout the world during the Monthly and/or Annual Term (as defined herein), as applicable:
- to license (e.g. to YouTube, Facebook, Instagram, Twitter, Snapchat, LinkedIn, SoundCloud, Pandora, Spotify, and Vevo, etc.) the master sound recordings that User submits to Company and the musical compositions respectively embodied therein, including any derivative works, remixes, master cuts, radio edits, session files and stems (each a "Master" and collectively "Masters"), as those are delivered by or on behalf of User to Company;
- to use User's and User's artists' and writers' copyrights, artwork, marketing material, trademarks, names, sobriquets, biographical materials and approved likenesses, as well as the names, sobriquets and approved likenesses of any other person performing services in connection with User Content (the "ID Materials") during the Term in connection with the exercise of our rights hereunder, including, without limitation the distribution and promotion of User Content, without further compensation to User or any other person except as otherwise expressly stated in this Agreement;
- to permit the performance, reproduction, display, sale, copying, distribution, synchronization, public performance, encoding in any format, configuration and exploitation (e.g. as downloads, streams, on YouTube, etc.) of the Masters and Intellectual Property by any method now known or hereinafter invented;
- to collect (e.g. iTunes, SoundExchange, etc.), administer, and distribute Royalties to, and on behalf of, User in connection with the User Content;
- to perform any other acts deemed necessary to effectuate the purpose of these Terms and provide the services;
- to do any of the foregoing without further payment to User or permission from User, except as explicitly stated in this Agreement; and
- to choose not to do any of the foregoing without further payment to User or permission from User, except as explicitly stated in this Agreement.
"User Content" includes only Recordings, Masters, Compositions, Audiovisual Works (both short-form and long-form), artwork and/or related metadata delivered by you (in your sole discretion) to us for distribution hereunder. For the avoidance of doubt, you will retain the right to distribute any and all content other than the User Content delivered to us. You are not under any obligation to deliver a minimum amount of content to us, but all User Content will be subject to the terms and provisions of this Agreement. If any User Content was previously released by you, and is still publicly available on any platform, service or digital store, you will promptly take down the subject content so that it is only available through us during the Distribution Term.
"Royalties" are all royalties, payments or earnings received by us in connection with the exploitation of User Content less any out- of-pocket costs, expenses or other fees incurred by us in connection with the exploitation and protection of User Content.
User Rights and Delivery Obligations
User shall retain all rights in the User Content which are not expressly licensed to Company under these Terms. For the avoidance of any doubt, nothing herein shall be deemed a transfer or other conveyance of any ownership rights from User to Company with respect to the copyrights, trademarks, service marks, or other intellectual property embodied in the User Content. As between User and Company, User shall retain all ownership interests in such materials, subject to the rights granted to Company herein.
User shall deliver to Company and upload the User Content in accordance with Company procedure and portal guidelines as set forth herein and updated, from time to time, on the Website ("Delivery Specifications").
Proper delivery of the User Content shall be made in accordance with the following Delivery Specifications:
- User shall upload the Masters, filling out all required "metadata," including but not limited to song title, album title, songwriter and producer names (including legal first and last names), featured artist name, record label name and all biographical and other information necessary to distinguish the User Content;
- User shall submit and upload all artwork images, logos, trademarks, service marks or chose to forego such content in connection with exploitation of the User Content. Any images/photos must be uploaded as a square jpeg. file 3000 x 3000 pixels and 300dpi, or as otherwise updated from time to time. In the event the image/photo does not fit the required dimensions, the artwork will automatically be resized to fit in compliance with the Website;
- All Masters will be required to have what is known as a Universal Product Code (UPC) or more commonly in this case, an International Standard Recording Code (ISRC). In the event User has an ISRC, User shall have the option to apply User's code when uploading User's Master. In any other event, Company shall provide a specific and unique code to User's Master when uploaded on the Website.
- User shall be responsible for determining the necessity of any and all advisory warning status applicable to the User Content, including but not limited to the need for a parent advisory status;
- When uploading User's Masters, Company shall set a default price of a song to $0.99, which shall solely apply to download purchases of the Masters. The price recommendation will change depending on the release type (i.e., single, EP or album). If User chooses to specify a price other than that which is set by Company, User must do so when uploading the User Content;
- Social media authentication may or may not be required in order to move forward with use of the Website and/or release of the User Content. If applicable, User may be asked to connect at least one of User's social media profiles from a list of different platforms including, but not limited to a profile with Facebook, Instagram, Twitter, YouTube and SoundCloud, amongst other platforms;
- Once the User Content has successfully been uploaded, the content will appear in the Website's music distribution platform. In the music distribution platform, User will be able to upload additional new releases, check reporting, performances and set up payment methods;
- The User Content should be uploaded no less than thirty (30) days prior to User's release date, or any other mutually agreed upon timeframe.
User shall be solely responsible for: (i) securing mechanical licenses, digital phonorecord delivery licenses (i.e. DPD licenses) and all other licenses required from musical composition and sound recording copyright owners, publishers, administrators, artists, producers, copyright owners, master rights owners, and all other persons or entities whose performance is embodied in the Masters or is otherwise involved in the creation, ownership or control of the User Content (collectively "Rights Holders"); (ii) making all payments due (including Royalties) in connection with the foregoing licenses referenced in this Section 2; (iii) making all payments that may be required by contract, law, under any collective bargaining agreement, or otherwise; and (iv) securing rights from, and paying all monies now or in the future due in connection with the User Content and Company's exploitation of the User Content, including, without limitation all fees, income, monies, Royalties or any other compensation due to Rights Holders.
Upon Company request, User will promptly provide Company with copies of any producer and side-artist agreements, mixer agreements, co-writer agreements, sample licenses, label waivers any other agreement with Rights Holders and any such other things and information as Company requests, including identity of, and contact information for Rights Holders, in order to ensure compliance with these Terms.
User acknowledges and agrees that Company has limited practical ability to control or monitor possible infringement of User's intellectual property rights by other parties and that Company assumes no responsibility for controlling or monitoring such alleged infringement. Company is not responsible for enforcing User's intellectual property rights, including by issuing cease and desist letters, filing suit or taking other legal action against alleged infringers. Any infringements shall be reported in accordance with Company's procedure for making claims of copyright and/or other intellectual property infringements.
No User may use the Website for any illegal, malicious or unauthorized purpose or to abuse, harass, threaten, intimidate or impersonate any other User. Any such use will result in termination to the User's access to the Website and of the User's account.
No User may publish or use any Company brand, branding or logos except with Company's prior written consent. Users must not remove or alter any copyright or other proprietary notices contained within the Website.
Monthly & Annual Subscriptions
To utilize Company's services, Users must first pay a subscription fee equivalent to US $1.99 per month to Company (the "Monthly Subscription Fee"), which shall allow User access to Company's Distribution services for a period of thirty (30) days from the date of the payment ("Monthly Term"). The Monthly Term shall automatically renew on a monthly basis unless User notifies Company at least ninety (30) days prior to the start of the immediately succeeding Monthly Term that User wishes to "cancel" their subscription (the "Termination Notice"), or unless Company sends User written notice of termination at any point. Issuing a Termination Notice for a Monthly Subscription can be done via email to email@example.com. Company shall continue to collect and pay User all Royalties earned by or credited to its licensees prior to the end of the last Monthly Term.
User may elect to pay for twelve (12) months of service in advance (the "Annual Subscription"). Company shall apply a 16.7% discount to the Monthly Subscription Fee for Annual Subscription Fee, calculated using the rate of the Monthly Subscription Fee at the time the Annual Subscription Fee is paid. The User's Annual Subscription shall continue for a period of one (1) year from the date of the payment ("Annual Term"). The Annual Subscription shall automatically renew on an annual basis unless User sends a Termination Notice at least ninety (30) days in advance of the final date of User's Annual Term, or unless Company sends User written notice of termination at any point. Issuing a Termination Notice for an Annual Subscription can be done via email to firstname.lastname@example.org.
All purchase transactions made through the Website are subject to WorldStars' return policy in effect at the time of purchase, which is currently not to offer any refunds for any subscriptions or products purchased through the Website, except in Company's sole and absolute discretion. Upon Company's receipt of User's payment of the Subscription Fee, User shall have access to User functionality on all of User's applicable devices. There will not be an incremental fee for each device used by User. Company reserves the right to change Subscription Fee at any point before any upcoming User payment is due. If Company cannot charge User's payment method for any reason (e.g., expiration or insufficient funds), and User has not cancelled the subscription, User remain responsible for any uncollected amounts owed to Company, and Company will attempt to charge the payment method as User may update User's payment method information. This may result in a change to the start of User's next Monthly Term or Annual Term and may change the date on which User is billed for each period. Company reserves the right to suspend or cancel User's subscription, and/or withhold payments due to User, if Company is unable to successfully charge User's payment method to renew User's subscription. Company may offer a free trial for subscriptions prior to charging User's payment method. If User decides to unsubscribe from a subscription before Company begins charging User's payment method, User must cancel the subscription at least 24 hours before the free trial ends in order to avoid entering a paid subscription with Company. Any disputed monies returned to User by Company will be sent via Paypal to User's email address available to Company per User's User Account Information.
Notwithstanding the foregoing, if either party sends a Termination Notice to the other party and Company has not recouped all outstanding payments owed to Company by User as of 24 hours before the last day of the then applicable Monthly Term and/or Annual Term, as applicable, then such term shall automatically renew for one (1) month and/or year, as applicable, and such renewal shall repeat until either (i) User's account becomes fully recouped by Company, or (ii) User repays to Company an amount equal to one hundred percent (100%) of User's un-recouped balance owed to Company.
For avoidance of doubt, a User subscription applies on a "per artist" basis, meaning that if a User subscribes to Company's platform on behalf of more than one musical alias or artist (e.g., an artist with multiple aliases or an artist who performs as a solo singer and lead singer of a musical group), each musical alias or artist must pay the Subscription Fee to be considered a User. Monthly or Annual Subscription Users may submit an unlimited amount of music releases to Company for distribution during the Term of their subscription. Company shall distribute User Content on applicable digital service providers using its best efforts from the date on which User submits such User Content to Company. Company shall distribute User Content in all digital service providers that Company utilizes for music distribution as of April, 30 2021, and such list of digital service providers is subject to change in Company's sole discretion.
From time to time, Company will offer marketing services with which User may elect to engage at any time during User's Monthly Term and/or Annual Term, as applicable, including, but not limited to featuring User's User Content on Company's website, WorldStarHipHop.com. The prices for Company's marketing services will be available on Company's website and may be paid for by User either (1) in full at the time at which the following Monthly Subscription Fee is due to Company (or, in the case of an Annual Subscription Fee, at or prior to the time such services are provided to User by Company); or (2) on a monthly basis by providing ten percent (10%) of User's Royalties earned by using Company's services to Company. In other words, any and all outstanding amounts owed to Company by User for User's use of Company's marketing services are recoupable by Company from all Royalties payable to User as a result of using Company's distribution services. Company reserves the right to change the price of any marketing service at any point before any upcoming User payment is due.
Termination and Removal
Company may terminate User's account if Company believes in its sole and absolute discretion that User has violated the Terms, or User is believed to be infringing property rights of third parties and/or engaging in otherwise illegal and/or fraudulent activity. Company may (without prejudice to any other rights or remedies available to it) cancel or suspend that User's account, disable the ability of that User to use the Website, and/or terminate these Terms (including the license granted within it). Company shall not be liable for any loss or damage suffered by Users as a result of Company exercising its rights under this clause. Company may terminate User's account and access to the Company's services immediately at any time, with or without cause, with or without notice.
Upon termination of a User's account by Company, (i) Company will submit a request for removal of the User Content to the applicable third party platforms; (ii) Company shall use reasonable efforts to have all User Content removed from third party platforms within thirty (30) days of termination, provided that User understands such removal is out of Company control and may or may not take longer, provided Company shall have no liability for the failure of a third party platform to remove the User Content; (iii) Company may retain any subscription fee paid by User to date, (iv) Company may delete any User Content otherwise in its possession and Company will have no liability to User or any third party for doing so; and (v) Company shall have no additional obligation to User with the exception of payment of any Royalties earned prior to the date in which the User Content has been removed.
Upon termination by User, Company reserves the right, if it so chooses, to refrain from taking down previously distributed User Content for a period of one (1) year from the date of receipt of User's Termination Notice. Further, User acknowledges that licenses granted by Company to digital service providers may remain in force for a time period after the termination of the Term. User acknowledges and agrees that Company will not be subject to any liability for previously distributed User Content which remains with digital service providers or third parties, except that Company will continue to pay to User any Royalties received for such User Content. User's Termination Notice will not be effective if any outstanding balance is owed to Company by User at the time of the attempted termination.
Notwithstanding termination in accordance with this section, all provisions of these Terms which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Accounting, Payments, and Audits
Company shall pay User Royalties that Company collected on User's behalf using Company's best efforts from the date on which Company receives User's Royalties from any third-party platform or is credited with Royalties in connection with the User Content, whichever is later. If User is owed less than ten U.S. dollars ($10), User's Royalties shall be carried forward onto the following accounting statement and paid to User once User's Royalties reach ten U.S. Dollars ($10) or more. Company's accounting statements shall be based solely upon information provided by our licensees and Company Partners. No Royalties shall be payable to User until payment has been actually received by Company or credited to its account. User shall be responsible for any bank fees or related charges for the payment of any Royalties. User shall have a valid method of payment on file with Company. It is User's responsibility to notify Company of any changes to User's method of payment. In the event that User does not have a valid method of payment on file, Company may suspend payment to User until such time that a valid payment method has been submitted. Any objection to any accounting statement or lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one (1) year after the date the accounting statement is rendered. User hereby waive any longer statute of limitations that may be permitted by law. Notwithstanding anything to the contrary contained herein, in the event that no Royalties are due to User, or any outstanding balance is owed to Company by User, Company shall have no obligations to provide a statement indicating that no payment is due.
First Negotiation / Matching Right
User shall not sell, transfer, assign or otherwise dispose of or encumber any interests in the User Content during the Monthly Term and/or Annual Term of this Agreement or within a period of one (1) year following the termination of the Monthly Term and/or Annual Term, as applicable, without first according to us a "First Negotiation Right" (as defined below) and a "Matching Right" (as defined below) in each instance.
"First Negotiation Right" – Prior to negotiating with any third-party, directly or indirectly, relating to the rights concerned User shall give us notice (such notice which shall not be given until User seeks, in good faith, to actively pursue third-party offers in connection with the rights concerned) and negotiate with us exclusively for a period of no less than thirty (30) days (unless we send User a notice waiving such period).
"Matching Right" – No party other than us will be granted the rights to purchase or, as applicable, exploit the assets or rights concerned unless (a) User first sends notice to us specifying all of the material terms of the offer and the identities of all parties and furnish to us a copy of the offer, and (b) User offers to enter into an agreement with us containing the same terms described in User's notice. If we do not accept User's offer within thirty (30) days after our receipt, then User may then enter into that proposed agreement with the parties referenced in User's notice, provided that agreement is consummated within ninety (90) days after the end of that thirty (30) day period upon the terms (or better terms) set forth in User's notice. If that agreement is not consummated within the latter ninety (90) day period, no party except us will be granted those rights to purchase or exploit the assets or rights concerned unless User first offers to enter into an agreement with us as provided above. If we do accept User's offer, both parties shall proceed promptly and in good faith to complete our due diligence review and financial audit and industry-standard documentation. We will not be required, as a condition of accepting any such offer, to agree to any terms which cannot be fulfilled by us as readily by any other person, nor be obligated to match any offers that specifies any financing contingency or fails to evidence the ability of the offer or to finance.
User represents and warrants that: (a) You are at least eighteen (18) years of age and have the unrestricted right and power to: (i) enter into this Agreement; (ii) use and license the User Content; (iii) grant Company the rights granted in this Agreement; and (iv) fulfill all of your obligations in this Agreement; (b) Company's use of the User Content or exercise of its rights under this Agreement will not infringe upon or violate: (i) any person's or entities' rights; (ii) any laws, statutes, rules or regulations; or (iii) any copyrights, trademarks, trade secrets, or other proprietary rights, intellectual property rights, or contracts; (c) no agreement of any kind previously entered into by you, or entered into by you after the date of this Agreement will: (i) interfere in any manner with the complete performance by you of this Agreement; or (ii) conflict or interfere with Company's exploitation of the User Content and the rights granted by you to Company; (d) you have no expectation of privacy or confidentiality with respect to the User Content; and (e) Company shall have the right to exploit the User Content in any manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity other than the amounts payable to you hereunder.
Warranties and Liability
The Website and all content, functionality and features within it (the "Materials") are provided "as is" and without warranties or representations of any kind either expressed or implied. To the greatest extent permitted by law, Company disclaims and excludes all warranties, terms and representations that may otherwise be implied, including any warranties as to compatibility, satisfactory quality, express or implied warranty of merchantability and fitness for a particular purpose, or that content, information or functionality of the Website is accurate, error-free or uninterrupted, and/or does not infringe the rights of any third party. Company does not guarantee or promise any sales, streams, fans, any increases to the foregoing and/or any other form or level of success by using the Website.
With respect to all distribution services, Company shall use commercially reasonable efforts to ensure it receives proper accounting from its licensees. Notwithstanding anything in these Terms to the contrary, Company shall not be held liable or responsible for: (i) any failures of its licensees to timely or accurately report, account and make payment; (ii) any claim in connection with an accounting statement or payment that was issued or allegedly due from Company or a licensee more than twelve (12) months prior to the date Company receives written notice of the claim; and (iii) any payments, in connection with the User Content or these Terms, due to an individual or entity other than you.
COMPANY AND ANY THIRD PARTIES (INCLUDING COMPANY PARTNERS, AS DEFINED BELOW) MENTIONED ON THE WEBSITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER AND OF ANY CHARACTER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS OR REVENUE, LOST DATA, BUSINESS INTERRUPTION OR WORK STOPPAGE, DAMAGES FOR LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF SERVICE, DOWNTIME COSTS, LOSS OF USE [OF EQUIPMENT, FACILITIES, SERVICES, OR OTHERWISE] LOST PRODUCTION, OR LOST DATA, NO MATTER WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING OUT OF OR RELATING IN ANY WAY TO THE WEBSITE, CONTENT OR INFORMATION CONTAINED WITHIN THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USERS' SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE AND/OR LINKED WEBSITES IS TO STOP USING THE WEBSITE. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF COMPANY TO USER WITH RESPECT TO USER'S USE OF THIS SITE IS $500 (FIVE HUNDRED DOLLARS). YOU AGREE THAT THE FOREGOING LIMITATION IS A MATERIAL TERM AND THE BASIS OF COMPANY'S AGREEMENT HEREUNDER, AND THAT COMPANY WOULD NOT PROVIDE THE SERVICE WITHOUT SUCH LIMITATION.
THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
While Company uses reasonable efforts to ensure that the Website is free from viruses and other malicious content, neither Company nor any other party involved in producing or delivering the Website assumes any responsibility, nor shall be liable for any damage to, or viruses that may infect, Users' computers or mobile devices or other property on account of access to or use of the Website.
Users assume total responsibility and risk for their use of the Website and Third Party Websites. Company does not warrant that any "User Content," as defined below under the heading Intellectual Property and Privacy, will be free of viruses, worms, Trojan horses or other destructive programming. Users are responsible for implementing procedures sufficient to satisfy their needs for data backup and security.
User will indemnify, defend, and hold harmless Company, its parents, subsidiaries, affiliates, and its respective directors, officers, members, employees, and agents (each an "Indemnified Party") with respect to any claim, demand, cause of action, debt or liability (collectively "Claims") brought by or claimed by any third party, including reasonable outside attorneys' fees, to the extent that any such Claims are based upon, arise out of or are related to a breach of any of the representations, warranties, covenants, or obligations hereunder or a result of User's use of the Website and the services and functionality provided by it. User will promptly provide Company with written notice of any Claims which may fall within the scope of the foregoing indemnification clause. Company may, at its own expense, assist and participate in the defense of any Claims. User may not enter into a settlement agreement that binds Company, in any capacity, without Company's prior written consent, which will not be unreasonably withheld, conditioned, or delayed.
Release and Covenant Not to Sue
User hereby acknowledges that Company may have existing relationships and partnerships and with certain third party companies in order to carry out various functions of the Website, including but not limited to YouTube, Facebook, Instagram, Twitter, Snapchat, LinkedIn, SoundCloud, Pandora, Spotify, Vevo, iTunes, Spotify, Amazon, GooglePlay, Rhapsody and Tidal (hereafter "Company Partners").
User hereby irrevocably and unconditionally releases, acquits and forever discharges the Company and Company Partners from all actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, known or unknown, in law or equity (each, a "Demand"), which User ever had, now has or may hereafter acquire against them or any of them, whether jointly or severally, by reason of any matter, cause or thing whatsoever, arising out of, related to, or regarding any and all actual or alleged activities occurring prior to entering into this Agreement, including any and all actual or alleged acts of copyright infringement at any time prior to entering into this Agreement anywhere in the world by Company and/or any of the Company Partners, whether or not via the Website.
In addition, User hereby irrevocably and unconditionally agrees and covenants to never (whether during or after the use of the Website), directly or indirectly (whether by means of lending any form of support, assistance, funding, resources, cooperation or other form or method of participation or encouragement, in whole or in part, directly or indirectly) or cause, persuade or induce any User or any third party to, bring, assert, pursue, maintain, join in, support, assist, fund, lend resources to, or otherwise participate in any demand, directly or indirectly, arising from, relating to, based on or in connection with, in whole or in part, directly or indirectly, the use and exploitation, however characterized, of User Content, in whole or in part (including as incorporated into derivative works on the Website), directly or indirectly, through the Website during the term of this Agreement, whether or not such User Content or other copyrighted materials are embodied in any digital or audio files, at any time.
Intellectual Property, Privacy, and User Conduct
Company grants User permission to use the Website solely provided they are used in accordance with these Terms.
The Website and all Content, including Data, may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed without Company's prior written consent. However, as long as a User complies with these Terms, Company grants the User a personal, non-exclusive, non-transferable, and limited privilege to enter and use the Website. This permission is conditioned on the User not modifying the Website or the Content, and the User's acceptance of any terms, conditions, and notices accompanying the Content or as otherwise stated in the Website. Notwithstanding the foregoing, any materials available for downloading, access, or other use from the Website that may have their own license terms, conditions, and notices will be governed by such terms, conditions, and notices.
If User posts to User's personal social media including, without limitation YouTube, Facebook, Instagram, Twitter, Snapchat, LinkedIn, SoundCloud, Pandora, Spotify, and Vevo and the User tags Company by use of hashtag or references Company in another manner, the User grants Company the irrevocable, unrestricted right to repost the User's post on the Website. If User uses the Website through the mobile application, User grants Company the right to use the processor, bandwidth, and storage hardware on User's device in order to facilitate the operation of the Website.
User hereby agrees to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Website, including without limitation, all intellectual property laws (e.g. US Copyright laws). Any unauthorized use of the Website is hereby expressly prohibited. For the avoidance of doubt, User hereby agrees not to do any of the following:
- Disable, hack, circumvent or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Company content or materials;
- Destroy, interfere with or disrupt, or attempt to interfere with or disrupt (including scan, probe or test the vulnerability of), any web pages available on the Website, servers or networks connected to the Website or the technical delivery systems of Company's providers or break any requirements, procedures, policies or regulations of networks connected to the Website;
- Use any metadata, meta tags or hidden text utilizing any Company name or trademarks or remove any proprietary marks or labels;
- Infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
- Upload, submit, post, email or otherwise transmit any content that is threatening, fraudulent, abusive, offensive, libelous, defamatory, tortuous, profane, contains nudity (including, without limitation, any materials which are pornographic or erotica) or obscene, promotes hate, constitutes hate speech, incites violence, invades the privacy of any third party or is otherwise objectionable;
- Upload, submit, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, so-called pyramid schemes or any other form of solicitation;
- Misrepresent the source, identity or content of information transmitted via the Website;
- Impersonate, or falsely indicate or misrepresent an affiliation with, any person or entity;
- Falsely indicate or misrepresent your identity in a way which would be infringing upon any third party person's rights;
- Directly or indirectly attempt to modify, translate, decompile, disassemble, decipher or reverse engineer any of the software used to provide the distribution services or copy, rent, lease, distribute or otherwise transfer any of the rights you receive hereunder;
- Collect or store personal data about other users of the Website without their express and explicit consent; or
- Use the Website in any manner not permitted by the Terms or otherwise instruct, or encourage any other individual to do any of the foregoing or violate the Terms.
YouTube allows Users to enable a piece of content for "Content ID" matching, which allows YouTube to generate a claim against a YouTube user's unauthorized uploading of content that matches the original User's content. YouTube has explicitly defined what sound recordings cannot be monetized for YouTube's Content ID purposes. As such, if it is determined your User Content is not eligible for Content ID monetization, Company will use commercially reasonable efforts to remove that content's ability to monetize third party uploads on YouTube and/or negotiate and document settlement, licensing, monetization and similar agreements with such third parties on behalf of User in respect to such exploitations, the terms of such agreements shall be determined by Company in its sole reasonable discretion. In order for User Content to be eligible for Content ID matching, it must meet the following criteria:
- User must have exclusive copyright rights to the material in the reference file for the territories where User claims ownership.
- The sound recordings must be sufficiently distinct (i.e., no karaoke recordings).
- User must provide individual references for each piece of intellectual property (i.e., individual single sound recording files as opposed to full-length albums).
- User Content that is sold or licensed for incorporation into other works (i.e., "royalty free" production) must be identified and routed for additional review.
- User Content must contain sufficient metadata information.
With respect to fingerprint-only references, they will be automatically replaced with media-file references that embody the identical content. Fingerprint-only references cannot be automatically updated to utilize the latest Content ID matching technology, thus outdated references may be automatically deactivated.
The following examples are ineligible for use in or as a reference:
- Content licensed non-exclusively from a third party (including underlying music production in songs)
- Content released under Creative Commons or similar free/open licenses
- Public domain footage, recordings, or compositions
- Clips from other sources used under fair use principles
- Video gameplay footage (by other than the game's publisher)
User agrees to be bound by the YouTube Terms of Service for any use of YouTube to analyze User Account audience metrics.
During and after User's Monthly or Annual Term, neither User nor User's respective affiliates, agents, or representatives will disclose or reveal any confidential information related to Company's business and business practices that User may become aware of except: (i) as required by governmental proceeding, applicable law, or court order; or (ii) to individuals on a "mandatory disclosure" basis, including employees, certified financial advisors and attorneys, with the condition said recipients maintain the confidentiality of these Terms. In the event that either User or User's affiliates are required by law to disclose these Terms, User will notify Company in writing so that such Company may seek a court order to prevent or limit the production or disclosure of such information. User hereby expressly agrees that Company shall have the right to provide information relative to the exploitation of the User Content hereunder to third parties, to aggregate such information into charts and other comparative information materials and to disseminate such findings in any manner.
Company's Website may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State. User warrants that User is (1) not located in Cuba, Iran, North Korea, Sudan, or Syria; and (2) not a denied party as specified in the regulations listed above.
User agrees to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, User agrees that User shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Company under any agreement to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of these Terms.
These Terms shall be governed by California law, and all Users submit to the exclusive jurisdiction of the state of California for any matter or dispute arising in relation to these Terms.
Company will try work in good faith to resolve any issue User has with the Website. However, Company realizes that there may be rare cases where Company may not be able to resolve an issue to a User's satisfaction.
User and Company agree that any dispute, claim or controversy arising out of or relating in any way to User's use of the Website, including donations made and/or products and services ordered or purchased through the Website, shall be determined by binding arbitration to be held in Los Angeles, California instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, Company agrees to cooperate with Users to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award. The arbitrator shall apply substantive law regarding damages as if the matter had been brought in court. This arbitration provision shall survive termination of these Terms and any other contractual relationship between User and Company.
USER AND COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both User and Company agree otherwise, the arbitrator may not consolidate more than one person's claims with User's claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts in California.
If a court or other tribunal of competent jurisdiction holds any of the provisions of these Terms to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect. A waiver by a party of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future or any subsequent breach thereof.
Company's failure to insist on or enforce strict performance of these Terms shall not be construed as Company's waiver of any provision or any right it has to enforce these Terms, nor shall any course of conduct between Company and you or any other party be deemed to modify any provision of these Terms. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties. Company customer service representatives are not authorized to modify any provision of these terms, either verbally or in writing.
User may not delegate User's duties, assign User's rights or assign this Agreement without the prior written consent of Company. Company may assign its rights and/or obligations under this Agreement, in whole or in part, to any individual or entity reasonably capable of fulfilling Company's obligations under this Agreement.
User warrants that User has not been induced to execute this Agreement by any agreements or statements made by Company or its representatives as to the nature or extent of Company's proposed exercise of any of the rights, licenses, or privileges granted to Company by this Agreement. This Agreement constitutes the entire agreement between Company and User relating to its subject matter, and supersedes all prior agreements between Company and User, whether oral or written, relating to its subject matter, and may not be modified except in writing signed by the Parties.
All remedies, rights, undertakings, obligations or agreements contained in this Agreement will be cumulative and none of them will limit any other remedy, right, undertaking, obligation or agreement of any party. Company and User are independent contractors, and nothing contained herein shall constitute a partnership or joint venture between us and User and/or any artist under User's control.
Feedback and Claims of Infringement
Company welcomes any feedback Users have regarding the Website. Please be aware that any feedback Users provide shall be deemed non-confidential, and Company shall be free to use such information on an unrestricted basis.
If a User believes that any content appearing on the Website infringes the User's copyright rights, Company wants to hear from the User. Please forward the following information in writing at the address listed below:
- The User's name, address, telephone number and e-mail address;
- A description of the copyrighted work that the User claims has been infringed;
- The exact URL or a description of each place where alleged infringing material is located;
- A statement by the User that the User has a good faith belief that the disputed use has not been authorized by the User, its agent, or the law;
- The User's electronic or physical signature or the electronic or physical signature of the person authorized to act on the User's behalf; and
- A statement by the User made under penalty of perjury, that the information in the User's notice is accurate, that the User is the copyright owner or authorized to act on the copyright owner's behalf.
Please provide any feedback or claims of infringement to the following address: 1222 6th Street Santa Monica, CA 90401
WORLDSTAR COPYRIGHT POLICY
We respect the copyrights of others and expects our Users to do the same. In compliance with the Digital Millennium Copyright Act as embodied in 17 U.S.C. 512 (the "DMCA") (See: http://www.copyright.gov/title17/92chap5.html#512), We will respond expeditiously to remove or disable access to material that is claimed to infringe copyrighted material or to be the subject of activity that infringes copyrighted material and was posted online using WorldStar.
DMCA Notification of Claimed Infringement
If you are a copyright owner or authorized to act on behalf of the owner of an exclusive right under copyright that is allegedly infringed, please notify WorldStar of the material that is claimed to be infringing or to be the subject of infringing activity and was posted online using WorldStar by completing a DMCA notification of claimed infringement (the "Notification") and delivering it to WorldStars' designated copyright agent (the "Copyright Agent") as described below. It is important to emphasize that you should only submit a Notification if you own or control the copyrighted material that is claimed to be infringing because under 17 U.S.C. § 512(f), any person who knowingly materially misrepresents that material is infringing may be liable for damages. If you believe that your work has been copied in a way that constitutes copyright infringement, you may complete the DMCA form provided on our Services, or notify MediaLab's Designated Agent. DMCA #: DMCA-1027409 E-Mail: email@example.com. Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification.
To be effective, the Notification must be a written communication provided to the Copyright Agent that includes substantially all of the following:
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works, a representative list of such works;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, AND information reasonably sufficient to permit WorldStar to locate the material;
- Information reasonably sufficient to permit WorldStar to contact you, including your name, address, telephone number, and, if available, an email address at which you may be contacted;
- A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the Notification is accurate, and under penalty of perjury, that the complaining party is the copyright owner or authorized to act on behalf of the owner of an exclusive right under copyright that is allegedly infringed; and
- A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the owner of an exclusive right under the copyright that is allegedly infringed.
Once completed, please deliver the Notification to the Copyright Agent at:
WorldStar, LLC d/b/a WorldStarHipHop, Attn: WorldStar Copyright Agent, 1222 6th Street Santa Monica, CA 90401.
Upon receipt of a valid Notification, WorldStar will respond expeditiously to remove or disable access to the material that is claimed to be infringing or to be the subject of infringing activity.