1. Introduction
1.1 These terms and conditions ("the Agreement") apply to the website www.mvine.com ("the Site") which is owned and operated by MVine Limited ("the Company" or "we" or "us") to act as a forum for showcasing music, photographs, biographies and other material ("the Material") of unsigned artists and artists signed to the Company ("the Contributors") and allow you ("the Member" or "you") free access to upload certain limited material ("Your Material") subject to these terms and conditions. In consideration of you agreeing to the obligations set out in these terms and conditions we agree to provide you with access to upload YourMaterial via the Site ("Artist Membership").
1.2 Although we have attempted to outline below in straightforward English the terms and conditions in respect of your use of the Site please be aware that these terms if accepted by you create a binding legal agreement between you and the Company which significantly affects your rights. We strongly urge that before accepting these terms you print out a copy and review it with your manager or legal/other representatives and if you have no such representatives that you seek other independent qualified guidance. We reserve the right to make changes to the terms and conditions of this Agreement in the future. Please take time to read these terms and conditions of use. It is important for both of us that you understand our contractual relationship relating to your use of the Site. We will not allow you to take up membership of the Site unless you have confirmed that you have read these terms and conditions.
2. Artist Membership
2.1 Subject to compliance at all times with the terms and conditions of this Agreement you may upload no more than three (3) tracks (" Songs") with a total playing time of no more than fifteen (15) minutes. You may have no more than three (3) Songs on the Site at any one time.
2.2 Artistt Membership also entitles you to the following free benefits:
2.2.1 The option to create a biography page and upload photographs onto the Site;
2.2.2 A link to your website (if applicable) and
2.2.3 Access to (but not the purchase of) all other Material on the Site
2.3 Age Requirement
2.3.1 You must be at least 18 years of age to agree to and enter into this agreement on your own behalf and to register for Artist Membership.
2.3.2 If you are under 18 but at least 13 years of age you must present this Agreement to your parent or legal guardian and subject to sub-clause 2.3.4 below, he/she must check the Acceptance Box to enter into this Agreement on your behalf.
2.3.3. If you are under 13 you may not register for Artist Membership and your parent/legal guardian may not register on your behalf.
2.3.4 If you are a parent or guardian entering into this Agreement on behalf of your child please be aware that you are fully responsible for his/her use of the Site including all financial charges and legal liability that he/she may incur. If you do not agree to (or can not comply with) any of these terms and conditions do not check the Acceptance Box and do not permit your child to attempt to access the Site or upload/download Material.
3. Ownership of Material
Ownership of Your Material
3.1 At all times you shall retain full ownership of Your Material while granting to us the non-exclusive rights referred to herein.
3.2 If a dispute and/or claim exists or arises in relation to Your Material we reserve the right to remove such Material from the Site until such time as a bona fide resolution has been reached by the disputing parties. We are not in a position nor do we have the authority to resolve any claims and/or disputes that may arise. We will not be your referee.
Ownership of Company Material
3.3 All rights in the design and arrangement of the Site, text, graphics, names, pictures, logos, icons, and all software comprising the underlying source code, and all other material on the Site (excluding Contributor's Material) are reserved to the Company. All intellectual property rights relating to the Site provided by the Company are and shall remain the property of the Company.
4. Uploading Your Material
4.1 By submitting Your Material to the Site, you:
4.1.1. are representing that you are fully entitled to do so;
4.1.2 grant us a non-exclusive, royalty-free licence to stream your Songs on the Site to enable the public to listen, vote and comment on your Songs;
4.1.3 grant us a non-exclusive licence to manufacture, sell and distribute your Songs in any format and by any means now or hereinafter invented including electronic distribution;
4.1.4 grant us the right to reproduce, transmit, communicate to the public, broadcast and otherwise use Your Material in any medium and in any manner now or hereinafter invented without payment to you except for the consideration specified in clause 6 herein;
4.1.5 grant us the right to use Your Material for the purpose of promoting the Company's products and services and to use the names, likenesses, biographical material and any logos, marks or trade names of you or any individuals performing or otherwise represented in Your Material without any payment to you or any other persons or companies;
4.1.6 without limiting the generality thereof you grant us the right to couple your Songs with songs by other artists for inclusion on a compilation record for sale and distribution for the consideration specified in the accounting provisions herein;
4.1.7 grant any necessary consents to enable us to fully exploit Your Material including all consents required pursuant to:
4.1.7.1 the Copyright Designs and Patents Act (UK)1988 as amended;
4.1.7.2 any performers property rights;
4.1.7.3 any EC Directives on rental and lending rights; and
4.1.7.4 any present or future legislation passed for the protection of performers.
4.1.8 waive any performance royalties on Your Material for airplay on internet, satellite, or other radio, for the purpose of promoting the Company, your band, or your music;
4.1.9 waive and agree not to assert any and all moral and like rights that you have in Your Material and the performances and titles embodied in the Songs;
4.1.10 grant us the right to use any lyrics of your Songs without payment by us as part of the packaging, marketing or promotion of Your Material;
4.1.11 grant us the right to compile and maintain a database and subject to all relevant data protection legislation we shall allow you access to certain data during the term of this Agreement;
4.1.12 acknowledge that we may link the Site to other websites that we consider to be in our and the Contributor's mutual interest.
4.2 Featured Artists
From time to time the Company intends to feature records which wholly comprise songs by an artist who has registered as an artist member on the Site ("Album") in the Featured Artist's Section of the Site. If the Company selects you to be a featured artist and you agree you shall be deemed to have accepted the following terms and conditions.
4.2.1 You shall supply the Company with twenty (20) copies of your Album, with completed packaging and artwork as soon as possible together with a jpg of the front sleeve of the Album. The Company is unable to feature your Album until it is in receipt of an adequate supply of copies of the Album. You shall promptly supply the Company with extra copies of your Album at the Company's request.
4.2.2. The Company shall feature your Album on the Featured Artist's Section of the Site. Several songs from your Album may also be available for members of the public who have registered for Audience and/or Artist Membership to listen to and/or purchase.
4.2.3 The Company shall sell your Album for the purchase price of ten pounds (?10) plus costs including VAT and shall pay you a royalty calculated and payable in accordance with the accounting provisions set out in clause 6 herein.
4.2.4 In the event that your Album comprises less than ten (10) songs we may sell the Album for less than ten pounds (?10). We shall notify you of the purchase price.
4.2.5 The Company shall at its entire discretion determine the period of time that your Album remains in the Featured Artist's Section of the Site. You agree that the Company may feature your Album for a minimum period of three (3) months unless you notify us in writing that you have assigned the copyright in the songs comprising the Album to a third party. The Company shall notify you when your Album no longer features and is therefore no longer available for purchase from the Site. Any unsold copies of your Album shall be returned to you at your expense.
4.2.6 By supplying your Album to the Company you are confirming your warranties set out in clause 5 herein. In particular you shall notify us if you have assigned your rights in your Album to a third party for a particular territory and you are unable to sell your Album on the Site in this territory. The Company shall use its reasonable endeavours to ensure that it does not accept orders from this territory.
5. Your Warranties
5.1 You hereby undertake and warrant that:
5.1.1 Your Material is free from any third party claims;
5.1.2 The Songs are new and original and are not covers;
5.1.3 The Songs do not contain any samples of any other songs (or you have obtained the prior written permission from the owners of the copyright in the sampled songs);
5.1.4 Your Material does not infringe the rights of any third party, including intellectual property rights;
5.1.5 Your Material does not contain any illegal, defamatory, offensive, obscene or pornographic matter;
5.1.6 Your Material is free from any computer virus or anything else that has contaminating or destructive properties;
5.1.7 You shall pay any third parties who are entitled to a payment /royalty arising from the exploitation of Your Material (e.g other band members, featured vocalists, producers and remixers) from any monies you receive from us;
5.1.8 The compositions embodied in the Songs will be available for use in connection with the sale of records at the normal industry rate in each country where such records are purchased or downloaded. You grant the Company a provisional copyright licence to enable the Company and/or its licensees to release records embodying the compostions embodied in the Songs .
5.1.9 You are at least thirteen (13) years of age;
5.1.10 If you are at least thirteen (13) but under eighteen (18) years of age your parent or legal guardian has checked the relevant box and has agreed to enter into this Agreement on your behalf;
5.1.11 We shall not be responsible or liable for the content or terms of use and practises of other websites that the Site may contain links to, and that all external websites are accessed at your own risk;
5.1.12 You will indemnify the Company and its agents, officers, employees, consultants, representatives, licensors, affiliates, parents and subsidiaries against any claim, liability, loss or damage (including all legal costs) arising from a breach or alleged breach of any warranties, representations or agreements you have made under this Agreement and your use of the Site and the Materials and you agree to reimburse us and/or them on demand for any losses costs or expenses incurred as a result thereof;
5.1.13 The information you provided on registration is accurate, current and complete and you agree to maintain and update the data supplied to keep it accurate, current and complete.
6. Accounting
6.1 In full and final consideration of your agreement hereto and of the non-exclusive licence contained herein we shall pay to you fifty per cent (50%) of our Net Receipts. Net Receipts shall for the purposes of this agreement mean one hundred per cent (100%) of all monies received by us in the United Kingdom arising directly and identifiably from the exploitation of Your Material after deducting all bona fide costs and expenses incurred by us in connection with the exploitation thereof including but not limited to:
6.1.1 all mechanical copyright royalties and payments and synchronisation fees or royalties payable to the copyright owners of the compositions embodied in your Songs;
6.1.2 all expenses incurred in relation to credit card transactions;
6.1.3 all manufacturing, packaging and distribution costs;
6.1.4 all design or artwork costs;
6.1.5 all sales taxes including VAT.
6.2. All royalties are inclusive of any third party royalties and payments which are due to individual producers, mixers, remixers or any other person to whom a royalty or other premium is payable.
6.3. If any Songs are coupled on a record with performances by other artists the record shall be deemed to consist of sections, each section being equivalent to one track. The royalty is paid on that proportion of Net Receipts which the sections comprising your Songs bears to the total number of royalty bearing tracks on the record. By way of example only if the record comprises ten (10) tracks and one (1)of your Songs features on the record we shall pay you one tenth (1/10) of fifty per cent (50%) of our Net Receipts arising from the exploitation of the said record.
6.4 We shall account to you quarterly in arrears provided that we shall not be obliged to account to you if the monies due to you are less than ?10 (if bank details provided) or less than ?15 (if bank details not provided).
7. Misuse of the Site
7.1 We reserve the right to suspend or terminate your access to the Site, or parts of it and/or to edit, or require you to edit Your Material posted on the Site, if Your Material appears to us to be in breach of any provision of this Agreement.
7.2 You are responsible for everything that is done in connection with you on or through the Site while your computer is logged on to the Site, or through your e-mail address.
7.3 You must not use your access to the Site, or information gathered from it, for the sending of unsolicited bulk e-mail (sometimes known as spam).
8. Termination
8.1 Either party can terminate this Agreement at any time, and for any reason, by sending the other party an e-mail terminating this Agreement.. On termination you must immediately remove Your Material from the Site failing which we may remove Your Material from the Site.
8.2 We reserve the right to suspend or terminate this Agreement at any time if you are in breach of any of these terms and conditions. If your membership has been suspended or terminated you must not re-register for, or re-access the Site without our prior written consent.
8.3 We shall continue to account to you for any income received after the date of termination, in respect of Your Material exploited prior to the date of termination.
8.4 In the event that we have a compilation or other recording in production or in stock embodying your Songs at the date of termination we may, but are not obliged to, continue the production and distribution of such compilation record or other recording provided that we continue to account to you in accordance with this Agreement. We shall not manufacture any further re-runs after the initial run.
8.5 We reserve the right to modify, suspend, or discontinue the Site (or any part or content thereof) at any time with or without notice to you, and we will not be liable to you or to any third party should we exercise such rights.
8.6 You acknowledge and agree that cancelling your membership is your sole right and remedy with respect to any dispute with the Company.
9. Modification of Terms
9.1 We may, at our sole discretion, change any terms of this Agreement by posting a new agreement on the Site. It is your responsibility to check if changes have been made and your continued use of the Site after such changes will constitute your acceptance of the changes. If you do not agree (or can not comply) with the Agreement as amended you may terminate this Agreement as provided herein.
10. Provision of Material
10.1 We reserve the right to withdraw or modify some or all of the Material where we have legal or technical reasons to do so (including technical difficulties experienced by us or on the internet). There may also be times when the Material may become unavailable, whether on a scheduled or unscheduled basis.
10.2 For security or other reasons, we may require you to change your password or other information that facilitates your access to be able to upload Your Material.
10.3 Consequently this Site is provided on an "AS AVAILABLE" basis without warranty of any kind. We do not make any warranty as to the accuracy or reliability of any information obtained through the use of the Site or that the Site will meet your requirements.
11. Limitation of Liability
11.1 You acknowledge that the use of the Site is at your own discretion and risk
11.2 The Company shall have no liability for errors or omissions on the Site or for any loss or damage suffered as a result of any access to, use or inability to use or unavailability of or reliance placed upon the Site or its contents (even if we have been advised of the possibility of such damages) including without limitation any effect on your computer itself or otherwise howsoever caused including without limiting the generality thereof any indirect loss, consequential loss, loss of data and/or any loss of income or profits.
11.3 We shall not be liable to you for any failure to perform any obligation due to the failure of any machinery, data processing system or transmission link to operate or for any reason beyond our control, as the case may be and in particular we will not be liable for any scheduled or unscheduled downtime.
11.4 We are not responsible for backing-up your materials, data and if applicable your website.
11.5 To the extent that in particular circumstances any disclaimer or limitation on damages or liability set forth herein is prohibited by applicable law, then in lieu of the provisions set forth herein in such circumstances, the Company shall be entitled to the maximum disclaimers and/or limitation on damages and liability available at law or in equity by such applicable law in such particular circumstances, and in no event shall such damages or liability exceed ten pounds (?10).
12 Disclaimer of Warranty
12.1 To the fullest extent permitted by applicable law we disclaim all warranties of any kind, whether express or implied, including without limitation any warranty or merchantability, fitness for a particular purpose or non-infringement.
12.2 No advice or information whether oral or written, obtained by you from us through the Site shall create any warranty not expressly made herein.
12.3 The Company makes no warranty that any particular CD burner or portable device will be compatible with your system or that any CD you burn will function in all CD players. It is your sole responsibility to ensure that your system will function correctly.
12.4 Under no circumstances shall the Company be liable for any unauthorised use of the Site.
13. Errors and Viruses
13.1 We will do our best to correct errors and omissions as quickly as practicable after being notified of them. We do not however make any warranty that the errors and omissions will be corrected. Due to the sophisticated technology that is required in operating the Site there may be times when obvious errors occur.
13.2 You acknowledge that the Site may contain bugs, errors and other problems that may cause system failures. Consequently, the Site is provided "AS IS", without warranty of any kind. We do not make any warranty that the Site is free from infection by viruses or anything else that has contaminating or destructive properties.
14. Advertising and Sponsorship
14.1 The Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Site complies with applicable laws, codes and regulations. We exclude to the fullest extent permitted by law any responsibility for any error or inaccuracy appearing in any advertising or sponsorship material or loss or damage incurred as a result of your participation in any promotional events or as a result of the presence of such third parties on the Site.
15. Assignment
15.1 We may assign this Agreement to any third party at any time.
16. Acceptance of Terms and Conditions
16.1 By entering into this Agreement you acknowledge that you have read, understood and agree to be bound by the terms and conditions of this Agreement.
16.2 All rights not expressly granted to you in this Agreement are reserved by the Company.
17. Waiver
17.1 No waiver of any breach of any term of this Agreement is a waiver of any preceding or succeeding breach of the same or any other term.
18. Headings
18.1 The headings to this Agreement are included for ease of reference only, are not part of this Agreement and are not to be taken into account in its construction. Where applicable the singular shall include the plural and vice versa.
19. Severance
19.1 If any clause or part of this Agreement or the application thereof to any person shall for any reason be adjudged by any court or other legal authority of competent jurisdiction to be invalid, that judgment shall not affect the remainder of this Agreement which shall continue in full force and effect.
20. Jurisdiction
20.1 This Agreement shall be construed in accordance with English law and each party submits to the exclusive jurisdiction of the English Courts.
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