- Grooveshark Artist Profile Terms
This agreement presents the Grooveshark Artist Profile Terms of Service ("Artist Terms"), which include and incorporate by this reference the terms found at grooveshark.com/terms (the "Grooveshark TOS"). The Artist Terms and the Grooveshark TOS may be referred to collectively here as the "Terms." By claiming, creating or using an artist profile ("Artist Profile") on the Site, You accept and agree to be bound by the Terms in their totality, unless and to the extent that these Artist Terms conflict with the Grooveshark TOS, or any terms contained on the Site, in which case the Artist Terms will control solely to the extent necessary to reconcile the inconsistency. Grooveshark may, in its sole discretion, change, add to or remove portions of these Artist Terms at any time, and by continuing to use an Artist Profile You agree to be bound by such revisions or modifications. If Grooveshark does so, Grooveshark will provide you with reasonable notice of such changes by, for example, posting updates on the Site or notifying You via e-mail. You should read these terms regularly and if any future changes are unacceptable to You, do not use an Artist Profile or the Site.
It's important for You to read and understand these documents. The Terms form a legal agreement regarding Your claim, creation and/or use of an Artist Profile on the Site between You and Escape Media Group, Inc. ("Grooveshark") whose principal place of business is 201 SE 2nd Ave, Suite 201, Gainesville, FL 32601, United States. This document explains how Your agreement with Grooveshark is made up and sets out some of the terms of that agreement. Capitalized terms not otherwise defined in these Artist Terms have the meaning given to them in the Grooveshark TOS, as applicable.
If there is any provision of the Terms with which You do not agree, do not claim, create or use an Artist Profile or use the Grooveshark Site.
By claiming, creating or using an Artist Profile in any way, You represent and warrant that You have read and understood the Terms, and will abide by them in all respects each time You use the Site and claim, create or use an Artist Profile.
a. "Artist" or "You" means an individual recording artist who (a) is acting on his or her own behalf or is authorized to act on behalf of a band of which that artist is a member (a "Band Member"), and (b) claims an Artist Profile and/or uses the Artist Profile in any way, including without limitation by (i) creating, maintaining, managing, editing, controlling, or claiming an association with an Artist Profile; or (ii) uploading Artist Material to or through any part of the Artist Profile. All references to an "Artist" or "You" in the Terms are to be read as including any applicable Artist Representative and, for bands, all members of that band including their representing Band Member.
b. "Artist Composition(s)" means any composition or musical work that is embodied in an Artist Sound Recording for which an Artist owns or controls the copyright and has obtained all necessary rights and authorization to use and sublicense for all purposes required in the context of the Artist Profile, including without limitation the right to upload, use, copy, make derivatives, perform, sell, and distribute as embodied in the Artist Sound Recording.
c. "Artist Content" means any content other than Artist Sound Recordings that is submitted by an Artist for inclusion on an Artist Profile, including but not limited to text, photographs, graphics, album art, hyperlinks, data, and similar materials.
d. "Artist Material" means Artist Content, Artist Sound Recordings and Artist Compositions.
e. "Artist Representative" means a person, company, other legal entity (such as a record label), or authorized representative (such as an agent, lawyer or manager) that has full legal authority to represent an Artist (but is not that Artist or a Band Member) with regard to any activity undertaken on behalf of that Artist in connection with the Artist Profile.
f. "Artist Sound Recording(s)" means an Artist's original master sound recording uploaded to the Artist Profile for which that Artist owns or controls the copyright and has all necessary rights and authorization to use and sublicense for all purposes required in the context of the Artist Profile, including without limitation the right to upload, use, copy, perform, sell, and distribute as a sound recording.
g. "Identity" means, with regard to an Artist, the genuine identity (personal, legal, or artistic) of that Artist as demonstrated by a match of the Artist's name with correlating biographical data and/or discography.
h. "Service" means the Site's platform for the discovery and promotion of music, the sharing of information and comments about music, communication with other Users, the posting, syndication of, linking to or uploading of User Content (as defined in the Grooveshark TOS), social networking, the Application Programming Interface (API) and other features, functions, or services on the Site.
i. "Site" means any online service operated by Grooveshark, including without limitation, Grooveshark.com, twisten.fm, and tinysong.com, and their associated subdomains including but not limited to widgets.grooveshark.com, beluga.grooveshark.com and listen.grooveshark.com.
- Account RegistrationIn order to claim, create or use an Artist Profile, You must have a valid Grooveshark account. If You do not already have a Grooveshark account, You will need to create one in order to claim, create or use an Artist Profile; You will be presented with the appropriate Terms, to which You must agree before proceeding. By creating or using a specific Grooveshark account to claim, create or use an Artist Profile, You are representing and warranting that You have the right to use that Grooveshark account generally, as well as the right to use it specifically to receive, control, manage, and disburse payments (if applicable) for any activities that You undertake on the Site. You agree that You will provide only accurate, complete, and current information in connection with the registration process, the claiming, creating or using of any Artist Profile, and any request to associate a Grooveshark account with an Artist Profile.
- Artist Identity and AssociationUnless acting as an Artist Representative, You may associate Your Grooveshark Account with only one Artist name and Identity. You will not claim, create or use an Artist Profile that (a) reflects the name or Identity of another person or artist with the intent to impersonate them, or (b) is subject to the rights of a person other than You without appropriate authorization. Grooveshark reserves the right to refuse, cancel, or suspend any registration, selection, association, or any use or association of an Artist Profile for any reason, including if it believes, in its sole discretion, that the Artist Profile does not reflect the Identity of the Artist using or attempting to use it, whether as a result of error or intentional misrepresentation. Intentional Misrepresentation is a violation of our Terms and you agree to be responsible for any consequences or violations thereof. Further, Grooveshark shall have final approval on all Artist Material provided in connection with the Artist Profile and may remove any Artist Material from the Artist Profile and/or Site in its sole discretion.
- License from ArtistBy claiming or uploading to an Artist Profile, You grant to Grooveshark all rights necessary to use the Artist Material in connection with the Artist Profile in accordance with the Terms, including, without limitation, a worldwide, non-exclusive license, royalty-free right and license to make and store on Grooveshark's servers such copies of the Artist Material as may be required for the uses licensed hereunder.
For clarification purposes, You retain all of Your ownership rights in the Artist Material You upload to Your Artist Profile. However, by submitting Artist Material to the Artist Profile You grant Grooveshark and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, display, perform, reproduce, publish, and distribute such Artist Material throughout the world via the Site and in any marketing, promotion or advertising therefor. You also grant each user of the Site a non-exclusive license to access Your Artist Profile through the Site, and to use, reproduce, distribute, display and perform such Artist Material as permitted through the functionality of the Site and under the Terms. You grant Grooveshark and it affiliates the right to use the name that You submit in connection with such Artist Profile.
- Artist Material and RoyaltiesBy claiming or uploading to an Artist Profile, You understand that it will be available to anyone in the world for streaming and viewing, that Artist Material submitted is being used for promotional and/or commercial purposes and that Grooveshark will NOT be liable for any royalties to You or any other rights-holder of the Artist Material uploaded to the Artist Profile. Any Artist Material uploaded to an Artist Profile is NOT eligible for any revenue share royalties, regardless of whether or not You have a separate agreement with Grooveshark and/or already receive royalties from Grooveshark. You understand that any Artist Material uploaded to the Artist Profile may stay up indefinitely on the Artist Profile and Site, and You may edit, disown or remove Artist Material from Your Artist Profile so long as You have all necessary rights and authorizations to do so; however, due to the nature of the internet, Grooveshark makes no guarantees about Grooveshark's ability to effectuate control or removal of Artist Material.
Grooveshark retains the right, but does not have the obligation, to immediately halt the offering or streaming of any Artist Material, or to prevent or restrict access to the Artist Profile or take any other action in case of technical problems, objectionable material, inaccurate listings, violations of third party rights, or actions otherwise prohibited by the Terms, any procedures and guidelines contained on the Site, or for any other reason (or no reason) in Grooveshark's sole and absolute discretion, and to correct any inaccurate listing or technical problems on the Site. Nothing in this Agreement shall be construed to require Grooveshark to undertake any degree of exploitation of the Artist Profile and/or Artist Material in connection therewith and Grooveshark makes no representation or warranty with respect to the functionality of the Artist Profile or the Site.
- Artist Warranties and Representations
a. You represent and warrant, and shall demonstrate to Grooveshark's full satisfaction upon request, that (a) You own or otherwise control all rights to (1) Your Artist Sound Recordings, (2) the Artist Compositions embodied in Your Artist Sound Recordings (or that such Artist Compositions are in the public domain or have otherwise been directly licensed to You in writing with a grant of rights sufficient to permit You to grant all of the rights set forth in these Terms), and (3) the Artist Content (or that such Artist Content is in the public domain or has been licensed to you with a grant of rights sufficient to permit You to grant all of the rights set forth in these Terms); (ii) You have full authority to act on behalf of any and all owners of any right, title or interest in and to any Artist Material You upload to the Artist Profile, (iii) You have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within the Artist Material, and to use, and to authorize Grooveshark to use, such individual's identifying or personal information (to the extent such information is used or contained in the Artist Material) as contemplated by these Terms, and (iv) You are authorized to grant all of the aforementioned rights to the Artist Material to Grooveshark and all users of the Site.
b. You represent and warrant that the use or other exploitation of Your Artist Material by Grooveshark and its authorized sublicensees and distributors and/or by users of the Site or the Artist Profile as contemplated by these Terms will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
c. You represent and warrant that, to the extent You are the songwriter of any or all of the Artist Compositions embodied in Your Artist Sound Recordings, whether in whole or in part (e.g., as a co-writer), You have the full right, power, and authority to grant the rights set forth in these Terms notwithstanding the provisions of any agreement You may have entered into with any performing rights organization ("PRO"), whether based in the United States (e.g., ASCAP, BMI or SESAC) or elsewhere, or any music publisher, and that You are solely responsible for taking all steps necessary to inform such PRO or music publisher of Your grant of a royalty free license to Grooveshark for the uses set forth herein, including public performances and communications to the public, of Your Artist Compositions, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher from Grooveshark for the use of Your Artist Compositions as set forth in the Terms.
d. You represent and warrant that no fees of any kind shall be due any third party, including, but not limited to, any union, guild, non-featured vocalist or musician, engineer or producer, for the use or re-use of Your Artist Material as authorized under these Terms.
e. You represent and warrant that You will not violate any territorial restrictions on Artist Sound Recordings, including by circumventing any technological measures used by Grooveshark to enforce such restrictions.
f. You represent and warrant that You have all power, authority and capacity to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, that you will abide by and comply with these terms and further that you are at least the age of majority in your jurisdiction of residence.
- Artist RepresentativesThis section applies ONLY to those who claim or use, or attempt to claim or use, an Artist Profile on behalf of any other person or entity (including but not limited to an Artist or band) (any of the above, a "Principal") and/or who act or claim to be acting on behalf of a Principal's interests in some representative capacity. As a condition of claiming or using an Artist Profile on behalf of a Principal in any way, You must—as to each Principal that You claim to represent—meet the definition of an Artist Representative as defined above. If You do not meet the definition of an Artist Representative as to any Principal that You claim to represent, then You may not claim or use or attempt to claim or use an Artist Profile in connection with or on behalf of that Principal. Further, if You are an Artist Representative claiming, creating or using, or attempting to claim, create or use an Artist Profile on behalf of a Principal, You represent, warrant, and affirm each of the following statements is true, and You acknowledge and agree to be legally bound by all of them:
a. You have the full legal right, power, and authority to act on behalf of Your Principal in every necessary respect in connection with the Terms and to legally bind that Principal with regard to every Artist obligation, representation, and warranty set forth in these Artist Terms.
b. Without in any way limiting the foregoing or any other provision of the Terms, You specifically have every necessary right and the full authority to (a) grant the licenses given by the Artist to Grooveshark in the Terms, including but not limited to the licensing of sound recording and composition rights; (b) give the representations and warranties provided by Artist to Grooveshark related to non-infringement and the possession of all necessary intellectual property and other rights in the Terms, including but not limited to those related to rights of personality and publicity, and copyrights in sound recordings and compositions, (c) manage the Identity and Artist Profile for Your Principal on the Artist Profile, and (d) make payments on behalf of Your Principal.
c. There are no laws, regulations, self-regulatory guidelines, ethical codes, or any verbal or written agreements between any third party and either You or Your Principal or both (collectively, "Other Restrictions," and as to agreements alone, "Third Party Agreements"), that would prohibit or restrict Your ability to act as an Artist Representative for Your Principal in connection with the Terms, and acting as such will not violate the terms of any Third Party Agreement or any Other Restrictions. Moreover, in Your use of the Artist Profile and any related Grooveshark Services, You will affirmatively comply with all Third Party Agreements and Other Restrictions as they relate to both You and Your Principal.
d. You will not attempt and have not attempted to coerce, compel, pressure, threaten, harass, or exploit any Principal, Artist, or other party in relation to Your activities, or any existing or potential appointment, as an Artist Representative; You have not exceeded and will not seek to exceed the scope of Your legitimate authority as an Artist Representative in connection with the Site and Service (e.g., by usurping rights or claiming the existence or exclusivity of rights where not reasonably supported by law or contract); and You have not asserted, and will not attempt to assert, any greater authority or control than You legitimately hold with regard to any Artist Profile, Identity, Artist Material, Grooveshark Account, or any related materials or assets in connection with Your Principal and the Artist Profile. You acknowledge and agree that any violation of the obligations, representations, and warranties in this provision may subject Your entire Grooveshark account (i.e., in relation to any and all Principals including Yourself, and any associated content, sound recordings, or other materials) to immediate termination, at Grooveshark's sole discretion.
- Disputes, Transfers and TerminationsShould You at any time lose Your rights to manage any aspect of Your Identity, Artist Profile, or Artist Material (collectively, "Artist Portfolio"), or lose Your appointment as an Artist Representative or no longer be invested with the full legal authority to serve as an Artist Representative for Your Principal according to these Terms, You must immediately stop using the Artist Profile in connection with that aspect of Your or Your Principal's Artist Portfolio except as and only to the extent necessary to achieve or effect the termination of the Artist Profile and/or to decouple the association of an Artist Profile with an Artist or Artist Representative ("Termination") or, if applicable and authorized by the Principal, the transfer of the Grooveshark Account to another person, the appropriate Principal, the Artist, or an Artist Representative ("Transfer"). In the event of a dispute between or among You, Your Principal (if applicable), an Artist Representative or any third party (or any combination thereof) surrounding the scope or validity of Your authorization to manage any aspect of Your or Your Principal's Artist Portfolio ("Dispute"), You must immediately stop using the Artist Profile as to any aspect of Your or Your Principal's Artist Portfolio that is under dispute while the Dispute is pending, except as and only to the extent necessary to carry out any Termination or Transfer following the settlement of a Dispute. It is Your responsibility, along with the applicable third party, to resolve any Dispute or other conflict related to or arising from Your or Your Principal's Artist Portfolio, or Your use of the Artist Profile. Grooveshark will have no obligation to participate in resolving any Disputes but reserves the right to suspend, limit or terminate any Artist Profile, or to decouple any Artist or Artist Representative association with an Artist Profile, at any time, in its sole discretion, and for any reason (including without limitation during the pendency or following the resolution of any Dispute known to it).
You acknowledge and agree that Grooveshark shall have no liability to You, Your Principal (if applicable), any Artist Representative, or to any third party in connection with the association, coupling, suspension, limitation, decoupling, re-association, Transfer, Termination, or other disposition of any account, including Artist Profiles, nor for the disposition of any Artist Material as a result of such action. Grooveshark may at its election, at any time and for any reason, require You or any other party to provide evidence that demonstrates to Grooveshark's full satisfaction any mutual agreement, legal order or other document that relates to, compels or authorizes: (a) any particular resolution of a Dispute; (b) any Termination; (c) any Transfer; or (d) Your continuation or cessation as an Artist or Artist Representative with authority to manage Your or Your Principal's Artist Portfolio, and You agree that You will provide such evidence promptly upon request. You agree that You will not engage in or knowingly permit the abusive, fraudulent, coercive, or punitive use of the Artist Profile for any reason, including in connection with any Dispute, Termination, or Transfer.
- IndemnificationTo the extent permitted by applicable law, You agree on behalf of Yourself and, if applicable, Your Principal to defend, indemnify and hold harmless Grooveshark and its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) any use of and access to Your Artist Profile by You or Your Principal; (b) any actual or alleged violation of any portion of the Terms by You or Your Principal; (c) the actual or alleged violation of any third party right by You or Your Principal, including without limitation any copyright, property, or privacy right; (d) any claim that the Artist Material of Your Principal caused damage to a third party; or (e) any Dispute, Termination, or Transfer. This defense, indemnification and hold harmless obligation will survive both Your and Your Principal's use of an Artist Profile as well as any expiration or termination of the Terms.
- Copyright NoticesIt is Grooveshark's policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers. Details of Grooveshark's policy can be found at http://www.grooveshark.com/dmca
- TerminationIf You fail to comply with any material provision of these Terms, Grooveshark may terminate Your rights hereunder without notice. In case of such termination, Grooveshark may immediately revoke Your access to any Artist Profile without notice to You. Subject to Section 4, which survives any termination or expiration of these Terms, You may terminate this Agreement as set forth in the Grooveshark TOS, or simply by ceasing to use the Artist Profile and withdrawing Your Artist Material from the Artist Profile. All other provisions of this Agreement that by their nature should survive termination or expiration shall survive such termination or expiration of these Terms.