beatsafi Content Provider Terms and Conditions (these “Terms and Conditions or Agreement”):

Last Amended: 10/02/2022

This Content Provider Terms and Conditions (These Terms and Conditions or Agreement) is made on the Effective Date between beatsafi by AfroCharts LLC, a Wisconsin Company  (“beatsafi” or “us” or “our”) and You (“you” or “your”, “Content Provider”), entered into as of the date you license Digital Contents to us by uploading and making them available on beatsafi Platform. This contract applies to the Digital Contents, uploaded by you to the Service, as defined below. This Content Provider Agreement operates in conjunction with beatsafi Terms of Service applicable to the Service and available at www.beatsafi.com. In the event of any inconsistency between this Content Provider Agreement and the Terms of Service, the terms of this Content Provider Agreement shall govern but only to the extent to resolve the conflict.

Key features of This Agreement include:

There are important legal consequences to the following provisions. You may wish to consult with Your legal counsel prior to agreeing to these provisions and You acknowledge that you have had an opportunity to so consult with legal counsel prior to entering into these Terms and Conditions.

GUARANTEES AND RESPONSIBILITY 

To sign and enter into this agreement, you must be (a) a natural person 18 years of age (or the applicable age of majority in your jurisdiction, if other than 18) or older, (b) a duo, band or group (collectively, a “Group”), each member of which is a natural person 18 years of age (or the applicable age of majority in such person’s jurisdiction, if other than 18) or older, or (c) a company or other legal entity with legal authority to act on behalf of a natural person 18 years of age (or the applicable age of majority in your jurisdiction, if other than 18) or older, or a Group (an “Entity”). Further, (y) Your content that would be made available to beatsafi cannot be subject to an existing, exclusive agreement or arrangement with a third party (this is because, if You have given exclusive rights in Your content to someone else, you cannot provide beatsafi with non-exclusive rights hereunder).

If you are a natural person or Entity entering into this agreement not only on your own behalf or benefit but also on behalf of, or for the benefit of, a Group, then you are agreeing to these Terms and Conditions on behalf of yourself and such Group, including each member of the group. References to “You” and “Your” in these Terms and Conditions will refer to both the natural person or Entity and to such Group (including each member thereof).

If you are a natural entering into this agreement on behalf of, or for the benefit of, an Entity, then you are agreeing to these Terms and Conditions on behalf of yourself and such Entity. References to “You” and “Your” in these Terms and Conditions will refer to both the natural person and to such Entity.

These Terms and Conditions apply to you (“You” and “Your”) and beatsafi on the Start Date through the End Date (capitalized terms have the meaning set forth in the “Certain Definitions” section below).

Terms and Conditions

By Signing below, You are entering a legally binding agreement with respect to Your (and, if applicable, Your Group or Your Entity’s) licensing of Digital Contents to beatsafi, and agreeing to be governed by these Terms and Conditions (below).

During the Term, these Terms and Conditions shall supersede all prior and contemporaneous negotiations, understandings, and agreements between the Parties with respect to Digital Contents licensing. During the Term, in the event of a conflict between these Terms and Conditions and the beatsafi Terms of Use, these Terms and Conditions prevail to the extent of such conflict. If You are a party to a Content Distribution Agreement between You and beatsafi dated prior to the date you signed below, You hereby agree that (i) such Content Distribution Agreement is hereby terminated effective on expiry of the calendar month immediately preceding the calendar month you signed and (ii) “Start Date” means the first day of the calendar month you signed.

Changes to Terms and Conditions

Any time we change these Terms and Conditions, we will provide You with two (2) weeks’ notice, as set forth below.

From time to time, we may update the this Agreement, including the types of content that may be licensed to beatsafi and the types of opportunities we may offer Content Providers; so we reserve the right to modify these Terms and Conditions by notifying You of such changes two (2) weeks prior to the modifications taking effect by email to the most current email address that we have on file for You (if You are with a Group/Entity, You will need to share any such email with other as you see fit) (“Your Email”). Any such changes will not apply to any dispute between You and us arising prior to the date on which we posted the revised Terms and Conditions incorporating such changes, or otherwise notified You of such changes. After the end of the two-week notification period will constitute Your acceptance of such changes; however, if you object to the revised Terms and Conditions, you are free to exercise Your termination rights as set forth below. The “Last Amended” legend on the version of these Terms and Conditions posted to the Platform will indicate when these Terms and Conditions were last changed.




License

You retain complete ownership of Your Content. You agree to grant to beatsafi certain non-exclusive rights to use Your content during the length of this agreement. As this license is entirely non-exclusive, you are free to use and license to any other service or platform your content. Further, you have the right at any time to remove via beatsafi any of Your Content from the Platform in Your sole discretion. 

Accordingly, You hereby grant to beatsafi and its Related Parties during the Term the non-exclusive, assignable (as set forth herein), sublicensable (through multiple levels) right and license in the Territory (subject to the geographic restrictions You set for Your Controlled Works in EXIBIT A) to: (i) (A) reproduce, host, store, transmit, stream, perform and display (publicly or otherwise) and make available Your Materials via the Platform, (B) reproduce, transmit, host, store, distribute and make available temporary local storage copies embodying Your Materials, via the Platform, and (C) to the extent You designate Your Materials as available for permanent download in all or some of the countries within the Territory, reproduce, transmit, host, store, distribute and make available permanent downloads embodying Your Materials via the Platform in connection with such countries; (ii) (A) reproduce, transmit, host, store, distribute, perform and display (publicly or otherwise) and make available any of Your Content that corresponds to Your Materials, and (B) otherwise reproduce, transmit, host, store, distribute, perform and display (publicly or otherwise) and make available (whether via stream, temporary local storage copies or downloads) Your Content in any format, media or distribution channel now known or later discovered to promote the availability of Your Materials on the Platform; (iii) so that users who have added Your Content to their playlists are not negatively affected by Your removal of such Content, stream excerpts of Your Content via the Platform of Your Controlled Works you have removed; (iv) sell time-limited access to, advertisements against and sponsorships of Your Materials in connection with the Platform; and (v) otherwise use Your Materials as reasonably necessary for beatsafi to perform its obligations including through its Related Parties and contractors and to exercise its, and to allow its sublicensees to exercise their, rights hereunder including for promotional purposes. You agree that You will not seek to restrict or prevent us, our Related Parties and our and their sublicensees from exercising any and all of the rights granted by You under these Terms and Conditions, including through the exercise of any “moral rights” or other rights that you may have in Your Content under any applicable law under any legal theory, and you hereby irrevocably waive such all such rights with respect to the exploitation of Your Content hereunder.

Payments and Statements

As set out in this section, and subject to these Terms and Conditions, 

1: You will receive revenues of 70% on every Digital download (Sale/Purchase) on beatsafi of your controlled works.

2: You will not receive streaming royalty for plays of the contents.

Digital downloads (Sale/Purchase) revenues and any revenues due to You hereunder in connection with a particular calendar month will be paid within 30 days following the end of such month after earning a minimum threshold of Twenty dollars ($20.00).

You authorize beatsafi to retain a portion of the revenues produced thereby, subject to beatsafi obligation to remit to You Your Revenues pursuant to the terms and conditions herein. beatsafi obligation to remit to You Your Revenues is subject to Your compliance with Your obligations in these Terms and Conditions. beatsafi will calculate Your Revenues on a calendar month accounting period basis. beatsafi will calculate Your Revenues (including all other terms used to calculate Your Revenues) on a country-by-country basis and on a Tier-by-Tier basis. Other than Your Revenues, no additional fees, amounts or consideration shall be owed to You by beatsafi in connection with Your Content (other than to the extent beatsafi is responsible under “Third Party Rights” in respect of Your Compositions). Each Party is responsible for collecting and remitting any and all applicable taxes due in connection with the sale or license of such Party’s goods or services to its customers. Except with respect to Your obligations in the “Third Party Rights” section below, neither Party will be liable for any taxes, duties, levies, fees, excises or tariffs incurred in connection with or related to the sale of the other Party’s goods or services.

Within 30 days after the end of each calendar month accounting period during the Term and after earning a minimum threshold of Twenty dollars ($20.00), beatsafi will provide You with a statement to Your Email in respect of Your Revenues for such accounting period and will remit to You any amount owed by beatsafi to You hereunder for such period. Notwithstanding anything herein, beatsafi may withhold any taxes such as sales, use, excise, purchase, value-added or similar taxes, or other amounts as may be required under applicable local laws, from amounts payable to You hereunder, without obligation to gross-up payments to You or indemnify You or Your affiliates in respect of such withholdings. All amounts hereunder will be computed and determined in United States Dollars, British Pounds, or Euros, as beatsafi may select, and beatsafi may compute currency conversions using conversion rates published by third parties. Your Revenues will be paid to you by wire transfer or PayPal, at the election of The Content Provider. If You have entered into these Terms and Conditions on behalf of a Group or Entity, or if You are a member or manager of a Group, as between You and beatsafi, you shall be solely responsible for the allocation and distribution of Your Revenues among the members of the Group. beatsafi will be deemed to have fulfilled all obligations to remit to You hereunder, where payment is made to the selected payment option.

Each statement beatsafi provides to You will be deemed to be final and incontestable two (2) years from the date such statement is first provided by beatsafi if You do not provide written notice of any objections to such statement to beatsafi within that period of time.

“Digital downloads (Sales) Revenue” means the net monies actually received by beatsafi on your behalf from sales/purchases of your controlled works excluding taxes and payment processor fees.

“Play” means a play of a track (whether rendered via a stream or via a temporary local storage copy of a track) by an end user for a duration not less than 30 seconds. Notwithstanding anything herein, preview clips (or other excerpts) of a Track are not counted in the foregoing.

“Your Controlled Work” means a Controlled Work (as defined below) that You upload to the Platform.

Communications relating to accounting and payments should be sent to your email


Term; Termination; Suspension; and Survival

You may end this agreement at any time by notifying beatsafi in accordance with this section.

These Terms and Conditions shall apply to You and beatsafi from the Start Date through the End Date (the “Term”).

You may end this agreement by submitting a support request form to https://www.beatsafi.com/contact-us clearly indicating that You wish to stop the Licensing and distribution of your Digital Contents.

We may end this Agreement : (i) for no reason or any reason, on 30 days’ prior notice counted from the date we send You an email to Your Email; provided, however, that with respect to a Group or entity, notice will only be sent to the Group member or manager or representative who accepted these Terms and Conditions on behalf of the Group or entity; or (ii) without advance notice, if we believe that You have failed to comply with these Terms and Conditions including if we receive a notification from a third party in accordance with our reporting processes or applicable law that any of Your Content infringes the copyright or other rights of such third party, or if we believe that Your behavior violates our Community Guidelines, and in which case we reserve the right to remove any or all of Your Content from the Platform.

Further, we may terminate these Terms and Conditions without prejudice to any rights or remedies we may have at law or in equity.

If You end this agreement, Your Content shall not be eligible for monetization, the Term shall end, and You hereby direct us as of the end of the Term to host, store and make available Your Content on the Platform pursuant to the beatsafi Terms of Use for those items of Your Content that you have not removed from the Platform as of or following the end of the Term.

If we: (a) end this agreement, Your Content shall not be eligible for monetization. In the case of (a), above, the Term shall end and You hereby direct us as of the end of the Term to host, store and make available Your Content on the Platform pursuant to the beatsafi Terms of Use for those items of Your Content that you have not removed from the Platform, provided that we have not exercised our right above to remove all of Your Content from the Platform. In the case of, above, during the period of suspension, we may continue to host, store and make available Your Content on the Platform pursuant to the rights granted by You to us in these Terms and Conditions (but will have no obligations hereunder with respect to Your Content), until You have cured the default which caused the suspension, and provided that we may elect to end this agreement at any time during the suspension period.

beatsafi will, within 30 days after the end of the last calendar accounting period of the Term, issue a final statement together with payment for any amounts that may be due to You under these Terms and Conditions. The following named sections survive termination or expiration of these Terms and Conditions: “Ownership”; “Term; Termination; Suspension; and Survival”; “Third Party Rights”; “Representations and Warranties”; “Indemnification”; “Withholding and Offset of Royalty Payments”; “Limitation of Liability”; “Confidentiality”; “Governing Law”; “Disputes”; “Notices”; “Miscellaneous”; and “Certain Definitions”


Territory; Scope

beatsafi may monetize producers’ Content in all countries where there are users/listener. beatsafi may add or remove countries from the Territory by updating this list from time to time and providing you notice of such updates to Your Email.

Rights and Obligations

You will comply with all applicable laws (including the regulations and rules of any guilds, unions or other collectives) in the performance of Your obligations under these Terms and Conditions.

Concurrent with each upload, you will provide metadata required to monetize Your Controlled Works (including Music Tracks’ ISRC codes and publishing information, etc.).

You shall not interfere with the normal operation of beatsafi for example by causing Plays of Content on the Platform to be made in an automated or fraudulent manner (for example, with the use of an application or bot intended to artificially increase Plays); nor shall You pay or offer consideration to others to access Content on the Platform.

beatsafi may use third party contractors to operate (e.g., hosting, storing, transmitting, etc.) all or any part of the Platform or the Services.

beatsafi may advertise, promote and offer for sale its consumer and B2B offerings at any retail prices it chooses. beatsafi may discontinue any or all consumer and B2B offerings in any or all country(ies), at any time.

You acknowledge that beatsafi maintains (i) a notice and takedown process available to the general public, and (ii) a process for terminating the accounts of repeat infringers. Notwithstanding anything in these Terms and Conditions, beatsafi may at any time remove one or more particular Tracks or other content from the Platform (for clarity, including Your Content), or suspend, limit or end Your participation in the Program, if beatsafi receives a takedown notice or if beatsafi knows or has reason to believe that such Track(s) or other content are in violation of applicable law, these Terms and Conditions, or could expose beatsafi to potential liability.

Notwithstanding anything herein, beatsafi obligations in these Terms and Conditions in respect of Your Content (including as may be set forth below in the “Third Party Rights” section) are limited to the Territory.

If the Content Provider wishes to remove a Track or Tracks (should they receive an infringement claim or artificial streaming claim) beatsafi will take down the relevant Content within 48 hours.

Ownership

As between You and beatsafi, all right, title and interest (including intellectual property rights) in and relating to the Service, including our names and trademarks and any and all user and usage data generated in connection with the Service and Your Materials, are owned exclusively by us and may be used and disclosed by us and our Related Parties (including for marketing purposes), and no ownership interest in any of the foregoing is being transferred to You or any other person or entity by virtue of these Terms and Conditions.


Trademarks

Each party may use the other party’s trademarks, trade names service marks, logos and distinct brand elements (collectively “Marks”) in order to carry out the content promotion obligations set forth in this Agreement and subject to the terms and conditions of this Agreement. All uses by Content Provider of beatsafi Marks will comply with beatsafi Guidelines, as provided by beatsafi.


Joint Promotion

The parties may work together to develop a mutually agreeable plan for promoting the availability of Content on beatsafi. Either party may issue a press release after signing of this Agreement subject to beatsafi review and written approval of such release.


Third Party Rights

As between You and beatsafi, You are responsible for timely procuring your producers acquire, administer, and maintain (i) any and all necessary sound recording and master licenses and consents, and for clearing all rights with respect to, and making all associated payments due to, any and all musicians, producers, remixers, directors and any other person whose recording contributions are embodied within Your Controlled Works and any guilds or unions, in respect of the use and monetization of Your Controlled Works via beatsafi, (ii) any and all payments to any sound recording rights collective or similar body required as a result of the use of Your Controlled Works hereunder (e.g., for so-called performer’s rights, equitable remuneration rights, neighboring rights, etc.), and (iii) any and all rights in Compositions that are embodied (in whole or in part) in Your Controlled Works, including Your Compositions.

“Publishing Rights” means all rights, consents, licenses and permissions necessary for the reproduction, delivery, distribution, transmission, communication to the public, making available and public performance, however characterized, in the applicable country of the Territory, as applicable, of Compositions (that, with respect to the United States, are licensable under 17 U.S.C. § 115) embodied in Your Controlled Works You make available to beatsafi, but excluding in any case (i) any such rights necessary for any permanent downloads that You choose to make available via the Platform, (ii) any such rights necessary for the initial creation and upload of Your Controlled Works to the Platform, and (iii) any such rights necessary for the use of Your Controlled Works to the extent You do not make them available for monetization on the Platform.

Representations and Warranties

You represent and warrant that: (i) Your Materials, as well as any and all other content, information (including metadata) and other materials You provide to beatsafi pursuant to these Terms and Conditions, and the use thereof by beatsafi in accordance with these Terms and Conditions, do not and will not violate any applicable law or infringe or violate any proprietary or intellectual property rights of any person or entity, including copyrights, trademark rights, performer’s rights and rights of publicity and privacy; (ii) You have the full right and authority to act, in accordance with these Terms and Conditions, on behalf of any and all owners of any right, title or interest in and to Your Materials; (iii) You created and prepared Your Materials in compliance with all applicable laws; (iv) You own or control the necessary rights in order to upload all of Your Materials, to make available Your Materials for exploitation on the Platform and the Services and inclusion in the Program, and to authorize beatsafi, its Related Parties and contractors to host, distribute, use, monetize and otherwise exploit such Content as contemplated herein, and that such authorized activities will not violate or infringe the rights of any third party; (v) all Your Controlled Works are licensable in the United States under 17 U.S.C. §115; and (vi) You are in full and complete compliance with the Community Guidelines.

The Platform, Service are provided to You on an “AS-IS,” “WHERE-IS” and “WHERE AVAILABLE” basis, without any express representations or warranties of any kind. beatsafi and its related parties disclaim all statutory or implied representations, warranties, terms and conditions as to the quality, performance, non-infringement, merchantability or fitness for a particular purpose of the Platform, Service, beatsafi CONTENT PROVIDER or any elements thereof.

Indemnification

You agree to defend, indemnify and hold harmless beatsafi  and sublicensees from and against any and all Losses due to any Claim by a third party (including Group members): (i) based on an allegation that, if true, would constitute a breach by You of these Terms and Conditions, including any warranty, representation, agreement or covenant You make in these Terms and Conditions; (ii) any Claim that one or more items of Your Materials infringe or violate the rights of any third party, but excluding our obligations to acquire Publishing Rights solely as required herein; or (iii) any Claim arising from or relating to a dispute between or among members of a Group with which You are associated.

beatsafi agrees to defend, indemnify and hold harmless You and Your Related Parties from and against any and all Losses due to any Claim by a third party based on allegations that, if true, would constitute a breach by beatsafi of these Terms and Conditions, including any warranty, representation, agreement or covenant made in these Terms and Conditions by beatsafi.

The persons and entities entitled to be indemnified under the above two paragraphs (individually and collectively, “Indemnitee”) will: (i) promptly inform the indemnifying Party under the above two paragraphs (“Indemnitor”) of each Claim with respect to which it seeks indemnity, (ii) furnish to the indemnitor a copy of each communication, notice or other action related to such Claim, and (iii) give the Indemnitor the authority, information and reasonable assistance necessary to settle or litigate such Claim, using counsel selected by the Indemnitor (provided, however, that the Indemnitee may participate in the defense of such suit or proceeding with counsel of its choice, at the Indemnitee’s sole cost). Any settlement of any such Claim by the Indemnitor that imposes any requirements on the Indemnitee, or which involves agreements other than the payment of money by the Indemnitor and receipt of a full release for the benefit of the Indemnitor and the indemnitee, is subject to the Indemnitee’s written consent.

Withholding and Offset of Royalty Payments

Without waiving any right or remedy available to beatsafi pursuant to these Terms and Conditions or otherwise: (a) if any potential Losses are alleged for which You are obligated to indemnify us or any of our Related Parties, we have the right to withhold, or require You to reimburse us for, amounts otherwise payable to You under these Terms and Conditions in an amount reasonably related to such Losses and to deduct therefrom any payments otherwise required to be made under these Terms and Conditions; and (b) if we overpay You or pay You amounts to which You were not entitled, we have the right to withhold, or require You to reimburse us for, amounts otherwise payable to You under these Terms and Conditions, in an amount equal to the amount of the overpayment or improper payment, as applicable, and to deduct therefrom any payments otherwise required to be made under these Terms and Conditions.

Limitation of Liability

Without limiting any indemnity obligations of the Parties hereunder and other than as a result of a breach of a Party’s confidentiality obligations hereunder: (i) beatsafi will not be liable to You for any indirect, incidental, consequential, punitive, statutory or special damages, arising out of or related to these Terms and Conditions, including damages for loss of business profits, business interruption, loss of business information and the like, even if You have been advised of the possibility of such damages; and (ii) beatsafi’s total aggregate liability to You under these Terms and Conditions shall not exceed the greater of one hundred United States dollars (US$100) or Your Revenues for the twelve month period preceding the first event giving rise to beatsafi liability.


Confidentiality

As used in these Terms and Conditions, “Confidential Information” means any non-public information, non-public beta features, statements, data, usage reports or other materials provided by one Party to the other in connection with these Terms and Conditions (other than Your Content and other information intended for storage and display to end users of beatsafi). Except with the prior written consent of the disclosing Party, neither Party may use or disclose any Confidential Information other than to such Party’s employees and independent contractors or advisors who are bound by an agreement to limit use and disclosure of Confidential Information consistent with this provision, in each case, with a need to know in order to fulfill such Party’s obligations or, in the case of beatsafi, exploit its rights, hereunder, or meet its legal or written obligations to third parties. Notwithstanding the foregoing, nothing in these Terms and Conditions prohibit or limit either Party’s use or disclosure of information (a) previously known to it by lawful means without obligation of confidence, (b) independently developed by or for it without use of or access to the other Party’s Confidential Information, (c) acquired by it from a third party which, to the reasonable knowledge of the receiving Party, is not under an obligation of confidence with respect to such information, (d) which is or becomes publicly available through no breach of these Terms and Conditions or (e) in connection with any legal, governmental or administrative proceeding, provided that prior written notice of such disclosure is furnished to the non-disclosing Party in order to afford such non-disclosing Party a reasonable opportunity to seek a protective order (it being agreed that if the non-disclosing Party is unable to obtain or does not seek a protective order, disclosure of such information in such proceeding may be made without liability), which such information is required to be disclosed by operation of law, court order or other governmental demand, solely to the extent required to comply with such law, order or demand.

Governing Law and Forum

Except as otherwise expressly provided below, these Terms and Conditions, and any dispute arising under or related to these Terms and Conditions or the Program, are governed by the laws of the United States and the State of Wisconsin, without regard to Wisconsin’s principles of conflicts of law, or any rules of private international law, that would lead to the application of any other laws. These Terms and Conditions will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. You agree to the exclusive jurisdiction of the federal and state courts located in the Borough of Milwaukee in the State of Wisconsin, U.S.A. and waive any jurisdictional, venue or inconvenient forum objections to such courts.

Notices

Except as otherwise stated in these Terms and Conditions, all notices under these Terms and Conditions must be in writing in order to be effective, and will be deemed to have been duly given or made on the fifth business day in Wisconsin after the notice is emailed, if to beatsafi, to legal@beatsafi.com, or, if to You, to your Email. If You accepted these Terms and Conditions on behalf of a Group or entity, you will be responsible for promptly sharing any notices or statements provided hereunder accordingly.

Miscellaneous

Nothing in these Terms and Conditions shall be construed to require the commission or omission of any act contrary to applicable law. In the event of a conflict between any provisions of these Terms and Conditions and any applicable law contrary to which the Parties have no legal right to contract, such provision will be construed in a manner consistent with applicable law and all other provisions will remain in full force and effect. These Terms and Conditions cannot be waived, modified or amended, in full or in part, except by a written agreement signed by You and beatsafi (provided that beatsafi may modify these Terms and Conditions solely as set forth above). No waiver by a Party, whether expressed or implied, of any provision of these Terms and Conditions or default hereunder will affect such Party’s right thereafter to enforce such provision or to exercise a right or remedy set forth in these Terms and Conditions in the event of any other default, whether or not similar. The rights and remedies of each Party as specified in these Terms and Conditions are not, unless otherwise expressly set forth herein, to the exclusion of any other rights or remedies of such Party. Each Party may decline to exercise one or more of its rights and remedies as it may deem appropriate without jeopardizing any other of its rights or remedies. Notwithstanding anything herein, each of the Parties may at any time exercise any right it now has or at any time hereafter may be entitled to as a member of the public as though these Terms and Conditions were not in existence. These Terms and Conditions will be binding upon and inure to the benefit of the Parties and their permitted successors and assigns. You may not assign these Terms and Conditions or any or all of Your rights and obligations hereunder, in whole or in part, whether by operation of law or otherwise, to a third party, without the prior written consent of beatsafi. Any assignment in contravention of the foregoing sentence shall be deemed null and void ab initio. A merger, change of control, reorganization (in bankruptcy or otherwise) or stock sale of a controlling interest in You shall be deemed an “assignment” requiring such consent, regardless of whether You are the surviving entity. Notwithstanding anything herein, beatsafi may assign these Terms and Conditions or all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance hereunder to any third party, with or without notice to You. No person or entity not a Party to these Terms and Conditions has any rights or remedies under these Terms and Conditions, whether as a third-party beneficiary or otherwise. You and we have and will have the status of independent contractors hereunder. Accordingly, there is no joint venture, partnership, agency, employer-employee or fiduciary relationship existing between You and us, and neither You nor us intend to create any such relationship by these Terms and Conditions.

Certain Definitions

The following terms have their meanings ascribed as follows:

“Claim” means all actions, regulatory or other government investigations (e.g., by the Federal Trade Commission or a state Attorney General, etc.), suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, controversies, disputes between or among Group members (or any manager or others associated with a Group), disputes between an Entity and any individual or Group with which such Entity is associated, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, known or unknown, in law or equity.

“Composition” means a single musical composition or dramatic, literary or other work, irrespective of length, including all lyrics, spoken words and bridging passages.

“Content” means any and all audio, text, photos, pictures, graphics, comments, and other content, data or information that You upload, store, transmit, submit, exchange or make available to or via the Platform.

“Controlled Work” means an item of Content that is a Track (i) (A) in respect of which the Content Provider who uploaded the Track represents and warrants to beatsafi that such Content Provider owns or controls all rights in the sound recording underlying such Track, and (B) if the Track is a Music Track, in respect of which the Content Provider who uploaded the Track has provided beatsafi with the Music Track’s unique ISRC code and all publishing information requested via beatsafi; or (ii) that has been uploaded for use on the Service by or on behalf of a music-industry partner with whom beatsafi has an agreement (including, by a record label, independent Content Provider, distributed label, aggregator or via a distributed label official account, etc.); or (iii) that is identified in good faith by beatsafi, either through metadata tags, beatsafi proprietary audio classification software, or otherwise (including via a combination of the foregoing), as being musical in nature, or non-musical but owned or controlled by a music-industry partner with whom beatsafi has an agreement. For clarity, Controlled Works do not include Derivative Works of Music Tracks uploaded by beatsafi end users to the Platform.

“Derivative Work” has the meaning ascribed in 17 U.S.C. § 101.

“End Date” means the last day of the notice period (if any) which applies on termination, or the effective date of termination, as the case may be, as set forth in these Terms and Conditions.

“Losses” means any and all liabilities, damages, awards, settlements, losses, claims, suits, proceedings, assertions and expenses including court costs, reasonable third-party legal fees and third-party costs of investigation.

“Music Track” means a Track that (i) has been uploaded to the Platform by or on behalf of a music-industry rights holder, whether or not such Track contains musical compositions; (ii) is identified as being musical in nature by the Content Provider uploading such Track; or (iii) is identified in good faith by beatsafi, either through metadata tags, beatsafi’s proprietary audio classification software, or otherwise (including via a combination of the foregoing), as being musical in nature, or non-musical but controlled by a music-industry rights holder.

“Party” refers to You or beatsafi, individually, and “Parties” refers to You and beatsafi, collectively.

“Platform” means beatsafi.com and m.beatsafi.com, our mobile and desktop apps (our "Apps") and all related players, widgets, tools, features, applications, data, software, APIs (which may also be subject to separate API Terms of Use) and other services provided by beatsafi (the “Services”).

“Related Parties” means, with respect to a party, such party and such party’s past and present parents, subsidiaries, affiliates, divisions, components, and each of their respective officers, agents, investors, shareholders, clients, representatives, insurers, past and present employees, partners, directors, controlling persons, advisors and permitted assigns, including with respect to You, Content Providers.

“Start Date” means the day You agree to these Terms and Conditions by clicking “Agree” below.

“Tier” refers to the free-to-the-user portion of beatsafi and/or a listener subscription offering by beatsafi.

“Track” means a particular copy of a sound recording uploaded to the Platform.

“Your Composition” means a Composition contained in Your Controlled Work, solely to the extent owned or controlled by You in the applicable country of the Territory. Notwithstanding anything herein, beatsafi obligations in these Terms and Conditions in respect of Your Controlled Works are limited to the Territory.

“Your Materials” means Your Controlled Works, any Content associated with or relating thereto (including Your Compositions, metadata, song names, composer names, Content Providers’ names, performers’ names, Group names, producers’ names, album artworks and Your name, image, likeness and biographical information).



By clicking “Agree”, You represent and warrant that You have read and understood these Terms and Conditions, will abide by them, and that You are:

(i) a natural person and 18 years of age (or the applicable age of majority in Your jurisdiction, if other than 18) or older, and are entering into these Terms and Conditions in your individual capacity; or

(ii) a natural person and 18 years of age (or the applicable age of majority in Your jurisdiction, if other than 18) or older, and:

(A) are a member of a Group, and are entering into these Terms and Conditions both in your individual capacity and as a member of such Group, and you hereby represent, warrant and covenant on a present and continuing basis that you have the legal authority to enter into these Terms and Conditions on behalf of the Group and each individual member thereof, and to bind the Group and each individual member thereof to these Terms and Conditions, and that each member of the Group is a natural person and 18 years of age (or the applicable age of majority in such member’s jurisdiction, if other than 18); or

(B) the manager of a Group, are entering into these Terms and Conditions on behalf of such Group, and you hereby represent, warrant and covenant on a present and continuing basis that you have the legal authority to enter into these Terms and Conditions on behalf of the Group and each individual member thereof, and to bind the Group and each individual member thereof to these Terms and Conditions, and that each member of the Group is a natural person and 18 years of age (or the applicable age of majority in such member’s jurisdiction, if other than 18); or

(iii) an Entity, and the individual entering into these Terms and Conditions on behalf of such Entity is a natural person 18 years of age (or the applicable age of majority in such person’s jurisdiction, if other than 18) or older and hereby represents, warrants and covenants on a present and continuing basis that he or she has the legal authority to enter into these Terms and Conditions on behalf of the Entity and to bind the Entity to these Terms and Conditions.

If You are entering these Terms and Conditions on behalf of a Group, You shall provide us, upon our request, with written confirmation from each member of such Group that such member is bound hereunder.