IMPORTANT:  The Terms and Conditions are divided into 3 Parts, in this order: 

Part One:  General Terms & Conditions for everyone

Part Two:  TrackShop Terms & Conditions (applies to TrackShop Track Downloads and Songs created with those downloads)

Part Three: MelodyShop Terms & Conditions (applies to MelodyShop downloads and Songs created with those downloads).

Part One

SONGSINC MEMBER AGREEMENT
GENERAL TERMS AND CONDITIONS

ACCEPTANCE OF TERMS THROUGH USE

Welcome to Songsinc.com, a website ("Website") owned and controlled by Songsinc, LLC ("Songsinc", "us", "we"). Songsinc, LLC is a California Limited Liability Company with its principal place of business at 28236 Hot Springs Avenue, Canyon Country, California 91351.

By visiting the Website, submitting Materials (as defined below in Section 1) or in any manner availing yourself of any function or product offered or available at, on or through the Website (each a "Service" and together "Services"), you agree to all terms, conditions, policies and notices contained or referenced in this Member agreement ("Agreement") or, if applicable, in the Additional Terms (defined below).

If you do not agree with any provision of this Agreement, do not use this Website or any Service offered therein.  Your continued use of this Website or any of its Services following the posting of any modifications to this Agreement constitutes your express acceptance of such modifications. You affirm that you are either more than 18 years of age or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of 13, as neither the Website nor any of its Services is intended for children under 13. If you are under 13 years of age, then please do not use the Website or any of its Services.

Part One , SECTION 1

General; Additional Terms

This Agreement (including all terms and conditions contained in this Agreement) applies to any person who visits the Website, becomes a Songsinc Member, submits Materials to, or in any manner avails themselves of any Service offered at, on or through, the Website and shall be in effect at all times in perpetuity, except for a specific termination of granted rights or licenses as more fully set forth herein.  The term "Materials" shall include but are not limited to: sound recordings, musical compositions, lyrics, pictures, graphics, photographs, text, videos and other audiovisual work, album and other artwork, liner notes and all other original works of authorship.

This Agreement applies to each and every Service via the Website. Note that some Services may be subject to additional terms and conditions set forth in separate agreements, such as, but not limited to, MelodyShop Terms and TrackShop Terms, (collectively "Additional Terms"), which shall supplement this Agreement.  In such event you must agree to such Additional Terms prior to using those Services to which the Additional Terms apply (such as the MelodyShop and/or TrackShop).  Unless specifically stated otherwise, in the event that any provisions of the Additional Terms conflict with this Agreement, then the Additional Terms shall govern with respect to solely those conflicting provisions.  This Agreement will extend to encompass any individual or group, whether or not organized as a legal entity, that has contributed in any manner to any Materials you post at, on or through the Website.

Part One , SECTION 2

Membership & Fees

2(a) Any person may visit, use and enjoy the Website, subject to the age requirements provided hereinabove.  However, most Services offered via the Website are only available to Members of Songsinc, in which event, you must first register and become a Member of Songsinc. Any person may become a Member, subject to the age requirements provided hereinabove. Sometimes a Member is referred to herein as "you".  

2(b) When registering as a Member of Songsinc, you will be required to create a Membership account by entering certain information (such as mailing address, phone number and your email address) and creating a password.  You agree that you will not use another's Membership account, address information and/or password at any time without permission.  Further, you must provide accurate and complete information, are solely responsible for the activity that occurs in connection with your Membership account, and must keep your account password secure.  You shall notify us immediately if you become aware of any breach of security or unauthorized use of your Membership account.  

2(c) Membership begins on the effective date of your Songsinc Membership Registration and extends for as long as you continue as a Member of Songsinc, regardless of whether the Songsinc Membership is paid or complimentary. If your Songsinc Membership terminates for any reason and you later re-subscribe, this Agreement will thereupon be automatically reinstated.

2(d) Membership, whether Free or Paid, will extend for an initial period of one (1) year and, unless terminated as provided herein, shall renew automatically for successive one-year periods.  If Membership is a Paid Membership, it will automatically extend for successive one-year periods, except that it shall automatically change to a Free Membership at the beginning of each renewal period and remain as such unless and until the Member reinstates the Paid Membership by paying the then-annual current fee.  In the event a Free Member decides to upgrade to a Paid Membership, the period will extend to one (1) year from the date of Paid Membership Up-Grade.

2(e) There are no refunds on Songsinc purchased Memberships, and a Songsinc Membership is nontransferable. Songsinc may terminate a Member's Membership at any time without notice, at its sole discretion. If such termination occurs before the expiration of the term of a Paid Membership, Songsinc may, at Songsinc discretion, reimburse the Member the pro-rated unused balance in respect of the time remaining until the end of the term of such Paid Membership.

Part One, SECTION 3

SongShop

3(a) SongShop Sales of Member’s Wholly Owned Music Recordings

Members may ask, and Songsinc may agree at its discretion, to make their own master recordings of their wholly owned or controlled songs (e.g. not created with Songsinc Services such as TrackShop or MelodyShop), available for sale in the Songsinc SongShop. 

If accepted, Songsinc will pay submitting Member $0.70 US per sale.

By submitting recorded music for sale in the SongShop, Member expressly warrants and represents the following to Songsinc and acknowledges that Songsinc is relying upon such warranties and representations:

(i) That you have obtained and hold all rights, approvals, consents, licenses and/or permissions, in proper legal form, necessary to submit your recorded music on the terms provided herein and to grant Songsinc the licenses to reproduce, display, publicly perform and sell your recorded music;

(ii) That no other rights, approvals, consents, licenses and/or permissions are required from any other person or entity to submit your recorded music on the SongShop;

(iii) That your recorded music is original; that your recorded music was either created solely by you or, by written assignment, you have acquired all worldwide intellectual property rights in and to your recorded music or that, if your recorded music contains any "samples" or other copyrightable work the rights to which are owned in whole or in part by any person or entity other than you, that you have obtained and hold all rights, approvals, consents, licenses and/or permissions, in proper legal form, necessary to use and include such work in your recorded music; and that your recorded music does not otherwise infringe on the intellectual property rights of any person or entity;

(iv) That your recorded music does not violate any common law or statutory patent, copyright, privacy, publicity, trademark or trade secret rights of any person or entity and is not libelous, defamatory, obscene or otherwise actionable at law or equity;

(v) That your recorded music does not contain and will not produce any viruses or other harmful code or other information that could damage or otherwise interfere with our computer systems or data or that of our customers;

(vi) That you are solely responsible for any and all mechanical or other payments to anyone involved in the making of this recorded music; and

(vii) That all factual assertions you have made and will make to us are true and complete.

3(b) Rules for SongShop Purchases. 

The following rules apply to any persons making purchases ("Purchasers") of downloads of digitized versions of audio recordings, artwork and information relating to such audio recordings, and other content (individually and collectively, "Digital Content") through the Website via the SongShop.

Rights Granted

Upon Purchaser's payment of the fees for Digital Content, Songsinc grants Purchaser a non-exclusive, non-transferable right to use the Digital Content for Purchaser's personal, non-commercial, entertainment use, subject to and in accordance with this Agreement. Purchaser may copy, store, transfer and burn the Digital Content only for Purchaser's personal, non-commercial, entertainment use, subject to and in accordance with this Agreement.

Restrictions

Purchaser represents, warrants and agrees that Purchaser will use the SongShop service only for Purchaser's personal, non-commercial, entertainment use and not for any redistribution of the Digital Content or other use restricted in this Agreement. Purchaser agrees not to infringe the rights of the Digital Content's copyright owners and to comply with all applicable laws in Purchaser's use of the Digital Content. Except as set forth above, Purchaser agrees that Purchaser will not redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, license or otherwise transfer or use the Digital Content. Purchaser is not granted any synchronization, public performance, promotional use, commercial sale, resale, reproduction or distribution rights for the Digital Content. Purchaser acknowledges that the Digital Content embodies the intellectual property of a third party and is protected by law.

Explicit Content

Purchaser agrees that Songsinc has no liability to you for Digital Content Purchaser finds to be offensive, indecent or objectionable.

All Sales Final; Downloading and Risk of Loss; Availability of Digital Content

All sales of Digital Content are final. Songsinc does not accept returns of Digital Content. Once Purchaser has purchased Digital Content, SongSinc encourages Purchaser to download it promptly and to make back-up copies of it. If Purchaser is unable to complete a download after having reviewed Songsinc's online help resources, please contact Songsinc at . Purchaser bears all risk of loss after purchase and for any loss of Digital Content Purchaser has downloaded, including any loss due to a computer or hard drive crash. Songsinc may, from time to time, remove Digital Content from the SongShop service without notice.

Part One, SECTION 4

Privacy Statement

You agree that you have read our Privacy Statement located on the Songsinc Website, and agree to its terms.

Part One, SECTION 5

Copyright and Other Intellectual Property Claims

If you are a copyright owner or an agent thereof and believe that any item of content or other material on the Website infringes upon your copyrights, you may submit a notification of your claim, provided that such notification must be submitted pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

(a)    A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b)   Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c)    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 the service provider to locate the material;

(d)   Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail address (i.e. email address);

(e)    A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f)    A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated Copyright Agent to receive notifications of claimed infringement is:  Andrea Standley; 28236 Hot Springs Avenue, Canyon Country, California 91351; phone: 661-309-6434; fax: 818-990-1429; email: .  For clarity, only DMCA notices should go to the Copyright Agent. All feedback, comments, requests for technical support, and other communications should be directed to .  You acknowledge that if you fail to comply with all of the requirements of this Section 5, your DMCA notice may not be valid.

If you are the owner of any intellectual property other than copyrighted Materials (such as, for example, a trademark), or an agent thereof, and believe that any item of content or other Materials on the Website infringes upon your rights in such intellectually property, you must submit a notification to us in the same manner as provided above in respect of notice of alleged copyright infringement, including providing the same information in writing to the designated Copyright Agent set forth above.

Part One, SECTION 6

Warranties, Indemnity, Disclaimers

Members warrant and represent that Member is free to enter into this Agreement, and Member is under no disability, restriction or prohibition, whether contractual (no third party consents required or the appropriate waiver or release has been obtained and delivered to Songsinc) or otherwise, with respect to Member’s right to be bound by this Agreement and perform its terms and conditions.  Member specifically warrants and represents that no Materials, or any use thereof, will violate any law or infringe upon or violate the rights of any third party, and that no Materials created by Member hereunder are subject to any restrictions under any previous agreements to which Member may be a party.  It is the essence of this Agreement that Member specifically waives any right to injunctive relief, or any other equitable relief, with respect to any claim Member may assert against Songsinc, its licensees, and assigns arising under this Agreement. 

Member agrees to and does hereby indemnify, save and hold Songsinc, LLC and each of its respective partners, suppliers, licensors, officers, employees, representatives, contractors and agents ("Songsinc Parties") harmless from any and all loss and damage (including attorneys' fees and costs) arising out of or in connection with: (a) Member’s use of this Website; (b) the  use by Songsinc, or any third party authorized by Songsinc as provided hereunder, of any content or information provided by Member, as long as such use is not inconsistent with this Agreement; (c) information or material posted or transmitted through Member’s user account, even if not posted by Member; (d) any violation of this Agreement by Member, and (e) any claim by a third party which is inconsistent with any term of this Agreement.  Member agrees to reimburse Songsinc Parties, on demand, for any payment made by Songsinc Parties at any time after the date hereof with respect to any liability or claim to which the foregoing indemnity applies. Pending the determination of any such claim, Songsinc Parties may withhold payment of royalties or any other monies due from this Agreement, or any other agreement between Songsinc Parties and Member, in such amounts as Songsinc Parties deem reasonable to protect Songsinc Parties from any actual or prospective liability.  In the event of any action, suit or proceeding under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees in addition to the costs of said action, suit or proceeding.

Members agree they are solely responsible for any interactions which such Members may have with other Songsinc Members. Songsinc reserves the right, but has no obligation, to monitor disputes between you and other Members.

Songsinc reserves the right to investigate and terminate your Membership if you have misused your Membership with Songsinc, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to your Membership with Songsinc:

·         You will not impersonate any person or entity.

·         You will not "stalk" or otherwise harass any person.

·         You will not express or imply that any statements you make are endorsed by Songsinc without Songsinc's specific prior written consent.

·         You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents.

·         You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.

·         You will not remove any copyright, trademark or other proprietary rights notices contained in the Service.

·         You will not interfere with or disrupt the Services or the Website or the servers or networks connected to the Services or the Website.

·         You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

·         You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service.

·         You will not "frame" or "mirror" any part of the Service or the Website, without Songsinc's prior written authorization. You also shall not use meta tags or code or other devices containing any reference to Songsinc or the Service or the Website in order to direct any person to any other web site for any purpose.

·         You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Website or any software used on or for the Service or cause others to do so.

YOU UNDERSTAND THAT SONGSINC DOES NOT IN ANY WAY SCREEN ITS MEMBERS, NOR DOES SONGSINC INQUIRE INTO THE BACKGROUNDS OF ITS MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS.  SONGSINC MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS. IN NO EVENT SHALL SONGSINC BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF MEMBERS OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER MEMBERS OR USERS OF THE SERVICES OR PERSONS YOU MEET THROUGH THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.

SONGSINC SPECIFICALLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THIS WEBSITE OR ANY CONTENT, SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THIS WEBSITE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT, AND WARRANTIES AS TO THE AVAILABILITY, ACCURACY, COMPLETENESS OR CONTENT OF ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE ON OR THROUGH THIS WEBSITE.  SONGSINC ASSUMES NO RESPONSIBILITY, AND IS NOT LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN, THIS WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THIS WEBSITE.

IN NO EVENT SHALL SONGSINC OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONTENT PROVIDERS OR LICENSORS BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING LOST SAVINGS OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS FEES) EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, THE CONTENT OR ANY ERRORS OR OMISSIONS IN THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  YOU AGREE THAT SONGSINC IS NOT LIABLE FOR ANY AMOUNT EXCEEDING THE PRICE OF YOUR CURRENT SUBSCRIPTION PRECEDING THE EVENT GIVING RISE TO ANY CLAIM.

In addition to the preceding paragraphs and other provisions of this Agreement, any advice that may be posted on the Website is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Songsinc makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website. If you have specific concerns or a situation arises in which you require professional advice, you should consult with an appropriately trained and qualified specialist.

This Website is controlled, operated and administered by us from our offices within the United States. Songsinc makes no representation that all of the content contained in this Website is appropriate or available for use outside the United States and access to it from territories where it is illegal is prohibited. You may not use this Website or export any of the content contained therein in violation of U.S. export laws and regulations. If you access this Website from a location outside the United States, you assume sole responsibility for compliance with all local laws.

Part One, SECTION 7

Amendments

Songsinc reserves the right to change the terms and conditions of this Agreement at any time in its discretion and to notify users of any such changes solely by changing this Agreement.  It is your responsibility to periodically check this Agreement for updates and amendments.  Your continued use of this Website after the posting of any amendment or modification to this Agreement shall constitute your agreement to be bound by any such changes. Please note that your use of this Website prior to the time this Agreement was posted will be governed according to the newly amended and modified version of this Agreement.

Songsinc may modify, suspend, discontinue or restrict the use of any portion of this Website, including the availability of any portion of the content at any time, without notice or liability. Songsinc may deny access to any person or user at any time for any reason.

Part One, SECTION 8

Miscellaneous

This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to any conflicts of law provisions. You hereby agree that any cause of action you may have with respect to us must be filed in a federal or state court located in Los Angeles, California, within two months of the time in which the events giving rise to such claim began, or you agree to waive such claim. If for any reason any provision of this Agreement is found unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected in that provision, and the remainder of the agreement shall continue in full force and effect. Any failure by us to enforce or exercise any provision of this Agreement or related right shall not constitute a waiver of that right or provision. The section titles used in this Agreement are purely for convenience and carry with them no legal or contractual effect. In the event of termination of this Agreement for any reason, you agree that the following provisions will survive: the provisions regarding the limitations on your use of the content on this Website, and all other provisions for which survival is equitable or appropriate. No other companies or persons other than Songsinc or its staff are authorized to act on behalf of this Website, such as entering into any agreements, without the express written permission of Songsinc.

Copyright © 2010 Songsinc, LLC. All Rights Reserved.

End of General Terms

-----------------------------------------

Part Two

SONGSINC TRACKSHOP TERMS AND CONDITIONS

Part Two, SECTION 1

General

This Agreement (including all terms and conditions contained in this Agreement) applies to any person who visits the Website, becomes a Songsinc Member, and submits Materials to, or in any manner avails themselves of, the TrackShop Service offered at, on or through, the Website and shall be in effect at all times in perpetuity, except for a specific termination of granted rights or licenses as more fully set forth herein. Note that this Agreement supplements the General Terms and Conditions, by which you acknowledge and confirm that you are bound in addition to all of the provisions of this Agreement.  Unless specifically stated otherwise, in the event that any provisions of this Agreement conflict with the provisions of the General Terms and Conditions, then this Agreement shall govern with respect to solely those conflicting provisions.  This Agreement will extend to encompass any individual or group, whether or not organized as a legal entity, that has contributed in any manner to any Materials you post at, on or through the Website.

Definitions

The following terms shall have the following meanings for purposes of this Agreement:

1(a) "Territory" is defined as the Universe.

1(b) "Track" always refers to any recorded instrumental musical track, containing no vocals or predominant melody line, owned by a TrackOwner and submitted for licensing to be made available for download and use by a Songwriter from the Songsinc TrackShop.

1(c) "Song" always refers to the melody and/or lyric written by the SongWriter, whether in a separate, stand-alone form, or mixed so that it is contained within a Track that has been downloaded from the Songsinc TrackShop.

1(d) "TrackOwner" is defined as the person, as so named on the accepted Songsinc Membership Application, who is the copyright owner of a Track represented on the Songsinc TrackShop which he or she has licensed to Songsinc to be made available for download and use by SongWriters.

1(e) "SongWriter" is defined as the person, as so named on the accepted Songsinc Membership Application, who downloads any Track from the Songsinc TrackShop and writes a new melody and lyric with or within that Track, creating a new Song.

1(f) "Member" refers to all persons who apply and are accepted as members of Songsinc, including SongWriters and TrackOwners, collectively.  Sometimes a Member is referred to herein as "you". 

1(g) "Mixed Song" always refers to a Song (lyric and/or melody) that is mixed together with, or integrated into a Track.  For clarification, the term "Mixed" when used in this case does not have the same meaning as the term commonly used to describe the production-based action of "mixing" the audio level, timbre and dynamics of multi-track recordings.  

1(h) "Mixed Song Master" is defined as the master recording, whether in physical or digital format, embodying the Mixed Song.

1(i) "Net Receipts" is defined as payments actually received by Songsinc for Track downloads or Rights Buy-Ins, less associated transaction costs such as credit card fees, PayPal fees or International exchange rate charges.

1(j) "Royalty Download Fee" is defined as the current fee charged by Songsinc to a Member for the downloading of a Track.

1(k) "Vault Date" always refers to the date that Songsinc assigns to a Song or Mixed Song pursuant to Songsinc's system of protecting the Song and Mixed Song. This is not a registered copyright, but serves as the official date of receipt into Songsinc of the lyric, melody and any audio recording of the Song or Mixed Song, certified by Songsinc.

1(l) "Materials" shall include but are not limited to: sound recordings, musical compositions, lyrics, pictures, graphics, photographs, text, videos and other audiovisual work, album and other artwork, liner notes and all other original works of authorship.

Part Two, SECTION 2

Downloading, Submission And Ownership of Tracks

2(a) Songsinc will make commercially reasonable efforts to keep the Track download mechanism of the TrackShop operational.  However, certain technical difficulties, routine site maintenance, upgrades and any other events outside the control of Songsinc may, from time to time, result in temporary download interruptions.  Songsinc also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the download mechanism with or without notice.  Songsinc shall not be liable to any Member or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of, or interruption to, downloads.  Songsinc will not reimburse any Member for download malfunctions, but will guarantee delivery of Tracks should there occur a malfunction of a download after receipt of payment by Songsinc, provided that Member notifies Songsinc via e-mail regarding the malfunction, and identifies the Track that could not be downloaded.  The applicable Track will be e-mailed (as an MP3) to the Member in question.

2(b) Songsinc (or its partners) will agree to listen to submitted TrackOwner’s Tracks free of charge in order to consider adding them to the Songsinc TrackShop so that they are available for download.  To that end, Songsinc does not guarantee that all Tracks submitted by a TrackOwner will be made available for download, and in that connection, Songsinc has the right to refuse to accept any such Track. Any Member submitting a Track must be the copyright owner of the Track, and if Track is accepted by Songsinc, a hard copy or an electronic copy (in PDF format) of the TrackOwner Royalty Agreement will be generated and sent to the Member to be executed and returned to Songsinc.  Upon the receipt of a copy of the TrackOwner Royalty Agreement, executed by the TrackOwner signifying the Member's acceptance of the terms contained therein, the Tracks that are covered by the TrackOwner Royalty Agreement (by the fact that they are specifically identified therein) will be added for downloading to the TrackShop.  Songsinc will require that TrackOwner follow the same procedure (and sign additional TrackOwner Royalty Agreement(s), as appropriate) in the event that that TrackOwner shall submit additional Tracks thereafter. 

2(c) TrackOwners acknowledge and agree that MelodyTracks may also be created from any of their Tracks that are submitted to the TrackShop (see MelodyShop Terms and Conditions for more information about how the MelodyShop works).  For the purpose of clarification, a MelodyWriter may download a Track from the TrackShop for the sole purpose of adding a Melody.  The MelodyWriter may return the Melody to Songsinc for "vaulting" and acceptance as a new MelodyTrack.  If accepted by Sonsinc as a new MelodyTrack, the MelodyTrack will be added to the MelodyShop whereby it shall be available for download and use by Lyricists.  In such instances, the TrackOwner and the MelodyWriter will share in fees and splits of the new MelodyTrack as further detailed in the MelodyShop Terms and Conditions.      

2(d) TrackOwner will retain full ownership of any and all Tracks submitted to Songsinc, at all times, subject only to the rights and licenses granted to Songsinc and SongWriters pursuant to this or any other applicable agreement.  TrackOwner may grant similar rights to others for these Tracks during and after the term of his or her TrackOwner Royalty Agreement, but should notify Songsinc via email at of his or her intent to do so as a courtesy. 

2(e) If TrackOwner believes any Track in which TrackOwner holds an ownership interest has been submitted to Songsinc without TrackOwner’s permission, TrackOwner must, and hereby agrees, to notify Songsinc immediately for removal of such non-owned Track from the Songsinc TrackShop pursuant to the provisions regarding copyright claims in the General Terms and Conditions. 

2(f) TrackOwner may ask to have his or her Track removed at anytime by sending a written request to , but must allow a reasonable time period so that Songsinc may physically remove the Track from the Website (it generally takes about 72 hours after receipt of takedown notice, but may take longer).  Songsinc will subsequently remit final royalties to the TrackOwner that may otherwise be payable prior to the date of takedown of the Track in question, as such royalties are determined per the TrackOwner Royalty Agreement.  TrackOwner acknowledges and agrees that all terms herein in regards to SongWriters who have downloaded the Track and to Songs already created with such Track created with such Track prior to the date of takedown by Songsinc of the Track in question, shall survive the removal, and termination, of this Agreement, as to such Track.

2(g) All Tracks available to Members are bound by United States Copyright Law, as amended, and any International treaties to which the United States is a party.  TrackOwner grants permission to Songsinc to offer these Tracks for use pursuant to all Songsinc’s terms and conditions and agreements pertinent to Members, including the terms of the TrackOwner Royalty Agreement.

2(h) TrackOwner hereby agrees and consents to Songsinc assigning a new title (of Songsinc's choice) to replace the original title of the Track as submitted by TrackOwner hereunder.  TrackOwner grants to Songsinc the right and privilege, at the sole election of Songsinc, to register the Track under such newly-assigned title with the appropriate PRO as the publisher thereof, and/or with the United States Copyright Office as the copyright claimant with rights and permissions, for the sole purpose of; (i) maintaining the privacy of TrackOwner; (ii) protecting the authorship, copyright and legal remedies of TrackOwner; (iii) facilitating the administration and use of the Track as set forth herein, including, without limitation, registration with the applicable PRO and/or United States Copyright Office of any Songs created from the Track, the execution of licenses for the use of any Songs created from the Track, and the collection of revenues from the exploitation of any Songs created from the Track created from the Track.   For the avoidance of doubt, the registration of the Track by Songsinc under such newly-assigned title as permitted hereunder shall in no way affect the ownership rights of TrackOwner in and to the Track, which as stated above, remains the property of TrackOwner, subject only to the rights and licenses granted to Songsinc and SongWriters pursuant to this or any other applicable agreement 

2(i) Members agree to the current Royalty Download Fee.   Members acknowledge and agree that the Royalty Download Fee is subject to change at anytime by Songsinc.  A percentage of the Royalty Download Fee is paid directly to the TrackOwner for use and license of their Track, as further outlined in Section 8(a).

2(j) TrackOwner agrees to allow SongWriter to participate in a Limited Rights Buy-In License for non-exclusive rights for use of the Track as part of a Mixed Song and Mixed Song Master as more fully set forth in Section 7.

Part Two, SECTION 3

SongWriters, Songs and Vault Dating

3(a) SongWriter agrees their Songsinc Membership does NOT give them any rights to a TrackOwner’s Track OTHER THAN the SongWriter's non-transferable personal-use rights, with the express intention, agreed to by every Member, of writing lyrics and melody within a downloaded Track to create a Song and/or Mixed Song (for clarification a Song is the new lyric and/or melody by itself while the Mixed Song is the new lyric and melody integrated into the Track).  For the avoidance of doubt, SongWriter shall not have any copyright interest in the Track (by itself), and TrackOwner only grants to Songsinc and SongWriter certain rights pursuant to the terms herein as well as the terms of the other applicable agreements, such as the TrackOwner Royalty Agreement and Song Vault Letter.

3(b) Upon creation of a Song (lyric and/or melody) or Mixed Song (lyric, melody and Track) based upon the Track, SongWriter shall provide Songsinc with a copy of the recording of the Song or Mixed Song (i.e. the Mixed Song Master), as the case may be, for filing in the Songsinc Vault, in whatever audio format the SongWriter wishes, along with a printed lyric sheet, Song title (as determined by the SongWriter), and all the correct names, addresses and contact information for SongWriter and/or any co-writers.  SongWriter may create or produce the recording of the Mixed Song on his or her own or may take the downloaded Track from which the Song is based to a third party recording studio of their own choice to record the Mixed Song.  Songsinc will also allow a SongWriter to record only the Song (just the lyric and/or melody) and submit such recording of only the Song (and the identity of the Track from which it was based) for the purpose of Vault Dating as further described below.  If a SongWriter submits a recording of only the Song then later records the Mixed Song resulting in a Mixed Song Master, SongWriter agrees to forward to Songsinc a copy of the new Mixed Song Master immediately upon completion to replace the recording of only the Song that was initially submitted.  Note that, in any and all events, the cost of creating and producing the recording of the Song or Mixed Song, including, without limitation, the cost of adding any vocals, mixing and any other embellishments during the recording session, will be at SongWriter’s sole expense.

3(c) Songsinc will Vault Date the Song and/or Mixed Song on the date of the receipt by Songsinc of the recording thereof (made in the manner described in 4(b) above), at no charge to SongWriter.  Following receipt of the recording of the Song or Mixed Song, Songsinc will issue a Vault Date Letter to SongWriter (via email in electronic PDF form) to be executed and returned to Songsinc.  The Vault Date Letter will provide the Vault Date and Vault Date Number assigned to the Song(s) and/or Mixed Song(s) submitted by SongWriter for Vault Dating.  The assignment of the Vault Date and Vault Date Number is conditioned upon the receipt by Songsinc of an executed copy of the applicable Vault Date Letter.      

3(d) SongWriter understands that he or she must complete the Vault Dating process as described herein BEFORE any copyright filing or registration with any Performing Rights Organization (PRO) can be initiated by SongWriter. 

3(e) SongWriter understands and agrees that any resulting Mixed Song Master or any recording of the Song, as the case may be, shall be for promotional "demo-ing" and promotional "pitching" purposes only.  The Mixed Song Master or recording of the Song may not be sold, licensed, transferred or otherwise exploited for any commercial purposes unless a Limited Rights Buy-In License is purchased and obtained, as more fully set forth in Section 7 and Section 8 herein, or, if applicable, the terms of Section 5 are followed.

3(f) SongWriter is allowed to embellish a downloaded Track in any way (for example, a SongWriter may edit in or out an additional verse, chorus or bridge or overlay other instruments on top of the original instrumentation of the Track) at SongWriter’s own expense, understanding the embellished Track may only be used for the Mixed Song and Mixed Song Master, and SongWriter has no rights to the embellished Track apart from the Mixed Song or Mixed Song Master as stated in this Agreement. To clarify, SongWriter may not allow third parties to use the Track, embellished or not, for any purpose.  Further, SongWriter agrees that they will not make any use of the Track not specified herein.

3(g) SongWriter has no obligation to finish or record a Song and/or Mixed Song.

3(h) Members may not abuse the Services offered by Songsinc by downloading Tracks for the express purpose of using that Track to write a Song, and then purposely not recording the Song together with that Track, but rather re-producing a different recording to replace that Track in order to avoid any obligations under this Agreement or any of the agreements governing TrackOwners or Songwriters. If Songsinc believes there is a download abuse, it will terminate Member’s download privileges, send a written notification to that Member of said action and pursue all legal remedies.

Part Two, SECTION 4

Song Copyright, Publishing Splits, Credits & Rights

4(a) Publishing Splits, Copyright and Administration Rights

In the songwriting and music publishing industry, sometimes interest in a song will be divided equally into what is referred to as the "Writer Share" and "Publisher Share".  Generally, the person who holds a Writer Share in a song will be entitled to credit as a songwriter and to be paid royalties from exploitation of that song. In addition, generally speaking, the person or entity that holds a Publisher Share in that same song will be entitled to a few things - it shall receive and collect all royalties (including the portion of royalties to be paid to the songwriter for his or her Writer Share), hold the copyright interest in the song, and control the song as the "administrator" or holder of all "administration rights" (i.e. controlling how it is used and licensed).  Of course, there can be more than one party holding the Writer Share and more than one party holding the Publisher Share.   

Writer Share

Members agree that SongWriter is a collaborating co-writer with TrackOwner (and all of the writers, if any, of TrackOwner’s original Track), with SongWriter and TrackOwner sharing in the Writer Share in any Song created using the original downloaded Track so that SongWriter shall receive 80% share of the Writer Share and TrackOwner shall receive the remaining 20% share of the Writer Share thereof.  This split agreement shall follow the life of the Song throughout the Territory.       

Publisher Share

Members agree that Songsinc owns 20% share of the Publisher Share which corresponds to TrackOwner's 20% share of the Writer Share and SongWriter owns the remaining 80% share of the Publisher Share in the Song created, in perpetuity from creation, throughout the Territory. 

Copyright

Members agree that, upon creation of a Song, Songsinc shall own 20% and SongWriter shall own 80%, of all copyright interest throughout the Territory and in perpetuity, of such Song.

Administration

While the splits for Publisher Share, Writer Share and copyright shares in a Song shall remain unchanged as among the TrackOwner, Songwriter and Songsinc for the life of the Song, the so-called "administration rights" in a Song shall change depending on whether a Limited Rights Buy-In License is obtained by a SongWriter for that Song.  As mentioned above, administration rights mean the rights to control the Song, including how it is licensed and exploited.       

In that connection, prior to a Limited Rights Buy-In License, Members agree that all worldwide administration rights in the Song shall be controlled entirely by Songsinc (20%) and SongWriter (80%) (i.e. in the same proportion as their respective copyright ownership shares in the Song). In the event of Limited Rights Buy-In License, Songsinc shall grant to SongWriter its 20% share of all of such worldwide administration rights in the Song so that SongWriter shall control 100% of the worldwide administration rights to the Song.  Thus, SongWriter shall have the exclusive and sole right to control how the Song is used and collect all royalties from the exploitation of the Song (but excluding Songsinc and TrackOwner's portion of performance royalties which are paid directly by PROs), provided that SongWriter shall at all times be obligated to Songsinc and TrackOwner for the life of the Song as provided hereunder (including affording appropriate regarding credits and rendering payment of royalties as set forth in this Agreement).

Applies To Mixed Song

For the avoidance of doubt, the ownership and rights set out in this Section 4(a) above extend and apply to the Mixed Song (the new lyrics and melody together with the Track).  In other words, the ownership and rights of the TrackOwner, Songsinc and SongWriter remain the same regardless of whether the Song exists on its own or together with the Track in the form of a Mixed Song.  However, it is expressly understood that the foregoing DOES NOT extend or apply to any Mixed Song Master (i.e. the recording of the Mixed Song).  The rights to the Mixed Song Master are explained in Section 7 hereinbelow.

4(b) TrackOwner Information For Tracks; Privacy of TrackOwner

TrackOwners shall provide accurate songwriter names, Performing Rights Organization (PRO) information and split/share information for any Tracks that are submitted and accepted for TrackShop. 

TrackOwner understands and agrees that this information will be shared with each SongWriter who downloads the TrackOwner's Track and Vault Dates the Song created from such Track in order that TrackOwner may be afforded proper and correct credit (including, in the event of a Limited Rights Buy-In License, for any PRO filing or Copyright filing made by the SongWriter, and for display on websites and packaging); provided however, to maintain the privacy of each TrackOwner, Songsinc will provide its own contact information in the place of TrackOwner's contact information whenever TrackOwner's information so that SongWriter shall only be able to contact Songsinc.

4(c) Publishing Agreements

Following a Limited Rights Buy-In License, TrackOwner understands that SongWriter controls 100% of the worldwide administration rights in the Song and is therefore entitled to enter into and execute any publishing agreements freely on behalf of the Song.  For the avoidance of doubt, TrackOwner agrees that he or she shall not object to or attempt to obstruct execution of any publishing agreement and will abide by the ultimate decision of SongWriter as to the disposition of the Song.  TrackOwner and Songsinc shall retain their respective percentage of the Writer Share and Publisher Share, as more fully set forth in Section 4(a) above and 8.

4(d) Copyright Filing

SongWriter may file appropriate copyright registrations for a Song. SongWriter agrees no date of copyright may precede the Songsinc Vault Date, as the Vault Date is a condition to a SongWriter's ability to make any such filings.  As indicated in the Vault Date Letter confirming the Vault Date for the Song, SongWriter shall contact Songsinc prior to making such filing and follow the terms in the Vault Date Letter or any other supplemental documents (including emails) provided by Songsinc pertaining to copyright registration. In any and all events, SongWriter must provide true and accurate information to the copyright office in regards to the authorship of TrackOwner and the copyright ownership of Songsinc for the Song to be registered. 

4(e) PRO Filing

Performing Rights Organizations (sometimes each referred to herein as a "PRO") license the right to publicly perform songs on behalf of its member-writers and member-publishers.  Further, the PRO collects and pays performance royalties directly to each member-writer and member-publisher of a song that is registered with that PRO.

In that connection, Songsinc shall have the right to register its share of each Song as well as TrackOwner's share of each Song, on behalf of TrackOwner, with the appropriate PRO with which Songsinc and TrackOwner are affiliated.  This will result in Songsinc collecting its 20% Publisher Share and TrackOwner collecting his or her 20% Writer Share of performance royalties that may be payable in respect of the public performance of any Songs.  TrackOwner and SongWriter shall cooperate with Songsinc in connection with any such registration. 

Further, SongWriter shall have the right to register its share of each Song with its affiliate PRO, provided, however, that such registration shall not occur prior to the Songsinc Vault Date, as the Vault Date is a condition to SongWriter's ability to make any such filings, and SongWriter shall follow the terms in the Vault Date Letter or any other supplemental documents (including emails) provided by Songsinc pertaining to PRO registration.  In any and all events, SongWriter must provide true and accurate information to the applicable PRO in regards to the Writer Share of TrackOwner and Publisher Share of Songsinc in respect of the Song to be registered.            

4(f) Transfer of Shares

After Vault Dating, SongWriter and TrackOwner each have the right to transfer their shares in the Song, subject to the transferee's expressed agreement to discharge any and all obligations to Songsinc and SongWriter in respect of their rights herein. Songinc will also have the right to transfer its share in the Song, subject to the terms of this Agreement.

Part Two, SECTION 5

Song Exploitation

5(a) Prior to a Limited Rights Buy-In License, SongWriter has the right to pitch a Mixed Song, Mixed Song Master for any opportunity that does not involve the licensing of, grant rights to, or any commercial exploitation of, the Mixed Song, Mixed Song Master, as the case may be.  Following a Limited Rights Buy-In License, SongWriter has the right to use, license and exploit the Song, Mixed Song, or Mixed Song Master subject only to the terms of this Agreement.

5(b) Members agree Songsinc may publicly perform on the Website, any Mixed Song Master containing a Mixed Song, any recording of the Song or any Track, without the obligation to pay any public performance royalties or any other fees or royalties that may be otherwise payable to any Performing Rights Organization. In that connection, Songsinc shall have the royalty-free right and license to reproduce so-called "server" copies of any Mixed Song Master containing a Mixed Song, recording of the Song or any Track, in furtherance of such activities on the Website.  Songsinc may, at its discretion, highlight any Mixed Song, recording of a Song or any Track on the Website for promotional purposes.  The foregoing applies to any and all recordings that are publicly performed in connection with SongShop Sales (see Section 9). 

Part Two, SECTION 6

Song/Track Reproduction

A Song or Mixed Song may be removed from the original TrackOwner Track and placed within new or different track production at any time, but all terms and conditions regarding royalties, copyright ownership administration rights, Publisher Share, and Writer Share pertinent to TrackOwner, SongWriter and Songsinc in respect of the Song, as detailed in Sections 4 and 7 herein, remain and follow the life of the Song, in whatever form, irrespective of whether or not the Song is later removed from the new track and exploited in a new form or re-recorded with a new or different track.

Part Two, SECTION 7

Mixed Song Master Ownership; Limited Rights Buy-In Licenses

7(a) Mixed Song Master Ownership

Any newly created Mixed Song Master (a recording of the Mixed Song), shall be deemed equally co-owned and controlled (50/50) by the original TrackOwner and Songsinc.  SongWriter understands he or she may use the Mixed Song Master for promotional purposes only and may not license, grant any rights to, or make available for sale, the Mixed Song Master unless a Limited Rights Buy-In License is purchased and obtained, as more fully set forth in Section 7(b).

7(b) Limited Rights Buy-In License

TrackOwner agrees to allow SongWriter to participate in a Limited Rights Buy-In License granting non-exclusive rights for use of the written composition of the Track as part of the Mixed Song or for the use of the recording of the Track as a part of the Mixed Song Master only. TrackOwner understands and agrees that he or she will accept the Rights Buy-In Fee and will relinquish any ownership rights in the Mixed Song Master.  Songsinc shall also relinquish its share of rights in the Mixed Song Master to SongWriter in the event of a Limited Rights Buy-In License. In that connection, SongWriter shall own and control 100% of the Mixed Song Master and shall have the right to freely use the Mixed Song Master for any purpose, including the license and exploitation thereof.  For the avoidance of doubt, SongWriter shall have no right to use the Track separate and apart from Mixed Song or Mixed Song Master in which the Track is embodied. Per Section 8 below, TrackOwner understands and agrees he or she will receive equal share with Songsinc of the Rights Buy-In Fee, and Songsinc shall pay such share to TrackOwner and retain its equal share of such fee for its own account. As explained in Section 4 above, SongWriter understands and agrees that TrackOwner shall retain 20% share of the Writer Share of the Song and/or Mixed Song and Songsinc shall retain a 20% share of the Publisher’s Share of the Song and/or Mixed Song (but SongWriter will have administration rights as to 100% of the Song and/or Mixed Song) and, accordingly, all such parties shall be afforded writer credit wherever required.   SongWriter understands that he or she will only have rights to the complete recording of the Mixed Song (that is, the complete Mixed Song Master) and no rights to the recorded Track apart from that. 

Current Rights Buy-In Fees for Limited Rights Buy-In License are:

Number 1 Member:  $100

Top 20 Member:       $150

Rights Buy-In Fees for Limited Rights Buy-In License are subject to change at any time.

The Limited Rights Buy-In License, and all of the rights included in such license, shall be deemed granted to SongWriter upon the receipt of payment of the applicable Rights Buy-In Fees for the Mixed Song Master concerned.

In the event that Songsinc has advanced the cost of recording any Mixed Song Master, SongWriter must also reimburse Songsinc all such costs in full as a condition to an effective grant of a Limited Rights Buy-In License to SongWriter.  For the avoidance of doubt, Songsinc shall have not obligation whatsoever to make any advance payments to any Member in respect of recording costs or otherwise.

Part Two, SECTION 8

Payments, Royalty Collections And Clarification of Splits

8(a) Download Fee, Rights Buy-In Fee Shares

Songsinc agrees to pay TrackOwner 50% of its Net Receipts from the applicable Royalty Download Fee for any Track belonging to that particular TrackOwner.  Songsinc agrees to pay TrackOwner 50% of its Net Receipts of the applicable Limited Rights Buy-In Fees for any Track belonging to that particular TrackOwner.  TrackOwner's share of Net Receipts as provided herein shall be referred to as "Songsinc Royalties".  TrackOwner will receive semi-annual Songsinc Royalty statements and Songsinc Royalty checks, due to be mailed 45 days after the close of each half-year.  The semi-annual closing date will be June 30 and December 31. Notwithstanding anything contained herein, if the total accrued Songsinc Royalties due at the close of the first semi-annual period ending June 30 are less than US$100.00, the total accrued Songsinc Royalties for such period will be carried over to the second semi-annual period ending December 31, and paid out, together with Songsinc Royalties from the second semi-annual period, 30 days after December 31.

8(b) Clarification of Splits For Songs

Conditioned upon Member’s full and faithful performance of all of the terms and provisions herein, the following are the splits for SongWriter, TrackOwner and Songsinc for every Song, whether, by itself, integrated into a Track (Mixed Song) or integrated into a different instrumental track.  This split agreement follows the life of the Song throughout the Territory.

Writer and Publisher Shares – Before Limited Rights Buy-In License

Writer and Publisher Shares – After Limited Rights Buy-In License

Copyright Ownership and Administration – Before Limited Rights Buy-In License

Copyright Ownership and Administration  – After Limited Rights Buy-In License

8(c) Collection and Payment of Outside Royalties

"Outside Royalties" are gross monies that SongWriter receives from all exploitations of the Song (but permissible only with a Limited Rights Buy-In License).  Outside Royalties include, without limitation, mechanical royalties, synchronization royalties performance royalties and print royalties.   These are different than Songsinc Royalties described in Section 8(a) above which cover the payment of fees associated with transactions occurring via the Website.  SongWriter agrees to pay to Songsinc and TrackOwner their respective shares (set forth in the table below under "Share of Outside Royalties"), of all Outside Royalties received by Songwriter and SongWriter shall retain its share, also set forth below, for its own account.   SongWriter shall use its best efforts to direct any and all third parties otherwise paying Outside Royalties to SongWriter to render such payments directly to Songsinc in accordance with the terms hereof.  Payments shall be made on a semi-annual basis, due to be mailed 30 days after the close of each half-year.  The semi-annual closing date will be June 30 and December 31. Songsinc shall collect TrackOwner's share of all monies on behalf of TrackOwner except for performance royalties to the extent such royalties are payable directly to TrackOwner by the applicable Performing Rights Organization. Accordingly, SongWriter shall pay TrackOwner's share of Outside Royalties directly to Songsinc together with Songsinc's share of Outside Royalties (so that Songwriter pays a total of 20% of all Outside Royalties) within thirty (30) days of receipt by SongWriter of such monies   Songsinc shall account to TrackOwner for its 10% share of Outside Royalties at the same time and manner as it accounts to TrackOwner for Songsinc Royalties under Section 8(a) above.                

Share of Outside Royalties

* TrackOwner's share paid to and collected by Songsinc, except for performance royalties paid directly to TrackOwner by applicable PRO.  

Mechanical Royalty Advance Option

To simplify payment and accounting for certain mechanical royalties, Songsinc may provide SongWriter with the option to render an advance payment of mechanical royalties otherwise payable to Songsinc and TrackOwner for certain reproductions of certain number of copies or units of phonorecords (i.e. CDs, ringtones, Digital downloads) embodying the Song.  Such option is only available in those instances where phonorecords shall be exploited solely and directly by SongWriter, including SongShop Sales occurring via the Website as described under Section 9 below.  For clarification, exploitation via CD Baby or Tunecore or similar digital distributor whereby SongWriter shall be responsible for payment of mechanical royalties shall be permissible under such an option, whereas exploitations by a bona-fide record company or other third party whereby such third party shall be responsible for the payment of mechanical royalties shall not be permissible under such an option.  Accordingly, such latter exploitations shall be subject to the terms regarding the payment of mechanical royalties as described in the first portion of this Section 8(c).

Songsinc may make such option available to Songwriter upon terms and in such a manner as Songsinc may determine in its sole discretion.  In the event that Songsinc shall make such option available to SongWriter, Songsinc will post the terms (including the amount of the advance payment and number of units covered by such advance payment) in the appropriate location of the Website.  

8(d) Clarification of Splits for Mixed Song Master

Conditioned upon Member’s full and faithful performance of all of the terms and provisions herein, the following are the splits for SongWriter, TrackOwner and Songsinc for every Mixed Song Master. This split agreement follows the life of the Mixed Song Master throughout the Territory.

Before Limited Rights Buy-In License

After Limited Rights Buy-In License

For the avoidance of doubt, SongWriter shall not have any obligation to make any payment to TrackOwner or Songsinc for the exploitation of the Mixed Song Master separate and apart from payments (and credits) for the exploitation of the Song embodied in the Mixed Song Master.

Part Two, SECTION 9

SongShop Sales of Mixed Song Masters

Members may submit Mixed Song Masters that are subject to completed Limited Rights Buy-In License, as the case may be, for consideration for inclusion in the Songsinc SongShop. 

If accepted, Songsinc will pay submitting Member $0.70 US per sale, except that with respect to a sale of a Mixed Song Master, Songsinc will pay submitting Member $0.68 US per sale, retaining, $0.02 US for Songsinc and TrackOwner's combined 20% share of royalties from the Mixed Song embodied in the Mixed Song Master.  Songsinc shall pay to TrackOwner its 10% share ($0.01 US) at the same time as it accounts to TrackOwner for Songsinc Royalties and Outside Royalties hereunder.  In doing so, Member shall be relieved of its obligation to account to TrackOwner and Songsinc for its respective shares of mechanical royalties otherwise payable to them for the reproduction and distribution from the Songsinc SongShop of the Mixed Song embodied in the Mixed Song Master. 

Any advance payments of mechanical royalties rendered by SongWriters to Songsinc, if such option is made available hereunder, shall apply in respect of SongShop Sales.    

Part Two, SECTION 10

Specific Disclaimer For SongWriters

SongWriter specifically acknowledges and agrees that Songsinc makes no warranty as to any of the rights or licenses granted to SongWriter by or through either SongSinc or TrackOwner, as the case may be, in and to the any Songs, Mixed Songs, Tracks or Mixed Song Masters.  Accordingly, any and all rights or licenses are granted on an "as-is" basis specifically disclaiming any and all express or implied warranties regarding the Songs, Mixed Songs, Tracks and Mixed Song Masters, including, without limitation, warranties of merchantability or fitness for a particular purpose, warranties against infringement, and warranties as to the availability, accuracy, completeness of content of any Songs, Mixed Songs, Tracks or Mixed Song Masters.  Songsinc assumes no responsibility, and in no event, shall be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Songs, Mixed Songs, Tracks, and Mixed Song Masters.

Part Two, SECTION 11

Songsinc Similarity Clause

Songsinc Members agree and fully understand that all Members, including Songsinc employees, have access to the Tracks available on the Songsinc Website, and one or more Songs and/or Mixed Songs and/or Mixed Song Masters created by using a Track through the process facilitated by this Website may be similar to other Member’s Songs, Mixed Songs and/or Mixed Song Masters using that same Track.

In any case, each and every Song, Mixed Song, and Mixed Song Master created from the Songsinc TrackShop is recognized as unique and will stand on its own merit.  Members agree that they will not be entitled to any compensation for the use of another Member’s Song, Mixed Song, and/or Mixed Song Master, including its copyright, which has been independently created, regardless of similarity.  In that connection, SongWriter shall not assert any claim of infringement against another SongWriter, TrackOwner, or Songsinc or any transferees or licensees of such other SongWriter or TrackOwner or Songsinc for creating and using any such similar Songs, Mixed Songs, and/or Mixed Song Masters.

Further, the Members understand and agree that TrackOwner's Tracks are being licensed to Songsinc for use by Songsinc and SongWriters on a non-exclusive basis so that TrackOwner may grant similar rights for these Tracks to persons or companies other than Songsinc and SongWriters.  As such, it is possible that any third parties may create songs derived from the Tracks that are similar to SongWriter's Songs, Mixed Songs, or Mixed Song Masters.  Accordingly, SongWriters shall not assert any claim of infringement against TrackOwner or any of TrackOwner's licensees or transferees for creating and using any such similar songs.  

Copyright © 2010 Songsinc, LLC. All Rights Reserved.

End of TrackShop Terms

-----------------------------------------

Part Three

SONGSINC MELODYSHOP TERMS AND CONDITIONS

Part Three, SECTION 1

General

This Agreement (including all terms and conditions contained in this Agreement) applies to any person who visits the Website, becomes a Songsinc Member, and submits Materials to, or in any manner avails themselves of, the MelodyShop Service offered at, on or through, the Website and shall be in effect at all times in perpetuity, except for a specific termination of granted rights or licenses as more fully set forth herein. Note that this Agreement supplements the General Terms and Conditions, by which you acknowledge and confirm that you are bound in addition to all of the provisions of this Agreement.  Unless specifically stated otherwise, in the event that any provisions of this Agreement conflict with the provisions of the General Terms and Conditions, then this Agreement shall govern with respect to solely those conflicting provisions.  This Agreement will extend to encompass any individual or group, whether or not organized as a legal entity, that has contributed in any manner to any Materials you post at, on or through the Website.

Definitions

The following terms shall have the following meanings for purposes of this Agreement:

1(a) "Territory" is defined as the Universe.

1(b) "Track" always refers to any recorded instrumental track without a predominant melody line, owned or controlled by a TrackOwner and submitted for licensing to be made available for download and use by a MelodyWriter from the Songsinc TrackShop.

1(c) "MelodyTrack" always refers to any recorded instrumental track with a predominant melody line, owned or controlled by a TrackOwner and submitted for licensing to be made available for download and use by a Lyricist from the Songsinc MelodyShop.  For the avoidance of doubt, Songsinc will send a clean MelodyTrack (which does not contain the predominant melody line) for the purpose of allowing a Lyricist to create a recording of a Mixed Song Master.  Accordingly, the term MelodyTrack when used in this Agreement shall mean to include such a clean MelodyTrack 

1(d) "Song" always refers to the Melody and Lyric together, whether in a separate, stand-alone form (just Melody and Lyric together) or mixed with a MelodyTrack.    

1(e) "Lyric" always refers to the lyrics written by the Lyricist, whether in a separate, stand-alone form, or mixed so that it is contained within a MelodyTrack that has been downloaded from the Songsinc MelodyShop.

1(f) "TrackOwner" is defined as the person, as so named on the accepted Songsinc Membership Application, who is the copyright owner (or legal representative on behalf of copyright owner) of a Track represented on the Songsinc TrackShop and/or MelodyShop which he or she has licensed to Songsinc to be made available for download and use by MelodyWriters (in the instance where the TrackOwner has submitted a Track to TrackShop) and/or Lyricists (in the instance where the TrackOwner has submitted a MelodyTrack to MelodyShop).  A TrackOwner may also be a MelodyWriter to the extent that TrackOwner has written and owns the copyright to the MelodyTrack (both the Track and the Melody) submitted to the MelodyShop and, accordingly, the term "TrackOwner" used in this Agreement shall sometimes mean to include "MelodyWriter" as may be warranted by the context.

1(g) "Lyricist" is defined as the person, as so named on the accepted Songsinc Membership Application, who downloads a MelodyTrack from the Songsinc MelodyShop and writes a new lyric with or within that MelodyTrack, for the sole purpose of creating a new Song.

1(h) "MelodyWriter" is defined as the person, as so named on the accepted Songsinc Membership Application, who downloads a Track from the Songsinc TrackShop and adds a new, original instrumental melody line to that Track for the purpose of creating a MelodyTrack that can subsequently be downloaded and used by a Lyricist.  A MelodyWriter may also be TrackOwner.

1(i) "Melody" always refers to the predominant instrumental melody line written by the MelodyWriter, whether in a separate, stand-alone form, or mixed so that it is contained within a MelodyTrack that has been downloaded from the Songsinc MelodyShop.

1(j) "Member" refers to all persons who apply and are accepted as members of Songsinc, including SongWriters and TrackOwners, collectively.  Sometimes a Member is referred to herein as "you". 

1(k) "Mixed Song" always refers to a Lyric and Melody that is mixed together with, or integrated into a MelodyTrack.  For clarification, the term "Mixed" when used in this case does not have the same meaning as the term commonly used to describe the production-based action of "mixing" the audio level, timbre and dynamics of multi-track recordings.  

1(l) "Mixed Song Master" is defined as the master recording, whether in physical or digital format, embodying the Mixed Song.

1(m) "Gross Receipts" is defined as payments actually received by Songsinc for MelodyTrack downloads or Rights Buy-Ins.

1(n) "Royalty Download Fee" is defined as the current fee charged by Songsinc to a Member for the downloading of a MelodyTrack or Track.

1(o) "Vault Date" always refers to the date that Songsinc assigns to a Lyric and/or Mixed Song pursuant to Songsinc's system of protecting the Lyric and Mixed Song. This is not a registered copyright, but serves as the official date of receipt into Songsinc of the Lyric and any audio recording of the Mixed Song, certified by Songsinc.

1(p) "Materials" shall include but are not limited to: sound recordings, musical compositions, lyrics, pictures, graphics, photographs, text, videos and other audiovisual work, album and other artwork, liner notes and all other original works of authorship.

Part Three, SECTION 2

Downloading, Submission, and Ownership of MelodyTracks

2(a) Songsinc will make commercially reasonable efforts to keep the MelodyTrack download mechanism of the Website operational.  However, certain technical difficulties, routine site maintenance, upgrades and any other events outside the control of Songsinc may, from time to time, result in temporary download interruptions.  Songsinc also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the download mechanism with or without notice.  Songsinc shall not be liable to any Member or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of, or interruption to, downloads.  Songsinc will not reimburse any Member for download malfunctions, but will guarantee delivery of MelodyTracks should there occur a malfunction of a download after receipt of payment by Songsinc, provided that Member notifies Songsinc via e-mail regarding the malfunction, and identifies the MelodyTrack that could not be downloaded.  The applicable MelodyTrack will be e-mailed (as an MP3) to the Member in question.

2(b) Songsinc (or its partners) will agree to listen to submitted TrackOwner’s MelodyTracks free of charge in order to consider adding them to the Songsinc MelodyShop so that they are available for download.  To that end, Songsinc does not guarantee that all MelodyTracks submitted by a TrackOwner will be made available for download, and in that connection, Songsinc has the right to refuse to accept any such MelodyTrack. Any Member submitting a MelodyTrack must be the copyright owner of the MelodyTrack or have the legal authority to submit the MelodyTrack on behalf of the copyright owner.  If the MelodyTrack is accepted by Songsinc, a hard copy or an electronic copy (in PDF format) of the TrackOwner Royalty Agreement will be generated and sent to the Member to be executed and returned to Songsinc.  Upon the receipt of a copy of the TrackOwner Royalty Agreement, executed by the TrackOwner signifying the Member's acceptance of the terms contained therein, the MelodyTracks that are covered by the TrackOwner Royalty Agreement (by the fact that they are specifically identified therein) will be added for downloading to the MelodyShop.  Songsinc will require that TrackOwner follow the same procedure (and sign additional TrackOwner Royalty Agreement(s), as appropriate) in the event that that TrackOwner shall submit additional MelodyTracks thereafter. 

2(c) TrackOwner acknowledges and agrees that MelodyTracks may also be created from any of his or her Tracks that are submitted to the TrackShop (see TrackShop Terms and Conditions for more information about the TrackShop works).  For the purpose of clarification, a MelodyWriter may download a Track from the TrackShop for the sole purpose of adding a Melody.  The MelodyWriter may return the Melody to Songsinc for "vaulting" (per the terms of Section 3 below) and acceptance as a new MelodyTrack.  If accepted by Songsinc as a new MelodyTrack, the MelodyTrack will be added to the MelodyShop whereby it shall be available for download and use by Lyricists.  In such instances, the TrackOwner and the MelodyWriter will share in fees and splits of the new MelodyTrack as further detailed in Section 8 and subject to the other terms of this Agreement concerning TrackOwner rand MelodyWriter rights and obligations.  For the purposes of clarification, it is understood and agreed that the TrackOwner shall not obtain rights to the Melody that is added to TrackOwner's Track by a MelodyWriter and the MelodyWriter shall not obtain rights to the Track that the MelodyWriter uses to create the Melody.        

2(d) TrackOwner will retain full ownership of any and all MelodyTracks submitted to Songsinc, at all times, subject only to the rights and licenses granted to Songsinc, Lyricists and MelodyWriters (in those instances where the Melody is combined with a Track to create the MelodyTrack) pursuant to this or any other applicable agreement. As mentioned Section 2(c) above, it is understood and agreed that TrackOwner never obtains any rights to the Melody that may be added to TrackOwner's Track by a MelodyWriter, which Melody shall be solely owned by MelodyWriter. Accordingly, only in the instance where the TrackOwner is also the MelodyWriter (i.e. owns or controls the Melody too) may TrackOwner grant similar rights to others for these MelodyTracks during and after the term of his or her TrackOwner Royalty Agreement.  However, in such instances, the TrackOwner agrees to notify Songsinc via email at of his or her intent to do so as a courtesy. 

2(e) If TrackOwner or MelodyWriter believes any MelodyTrack in which he or she holds an ownership interest has been submitted to Songsinc without the permission of TrackOwner or MelodyWriter, such party must, and hereby agrees, to notify Songsinc immediately for removal of such non-owned MelodyTrack from the Website pursuant to the provisions regarding copyright claims in the General Terms and Conditions. 

2(f) TrackOwner or MelodyWriter may ask to have his or her MelodyTrack removed at anytime by sending a written request to , but must allow a reasonable time period so that Songsinc may physically remove the MelodyTrack from the Website (it generally takes about 72 hours after receipt of takedown notice, but may take longer).  Songsinc will subsequently remit final royalties to the TrackOwner and/or MelodyWriter that may otherwise be payable prior to the date of takedown of the MelodyTrack in question, as such royalties are determined per the TrackOwner Royalty Agreement and/or Vault Date Letter.  TrackOwner and MelodyWriter acknowledge and agree that all terms herein in regards to Lyrics or Melodies already created with such MelodyTrack or Track prior to the date of takedown by Songsinc of the MelodyTrack or Track in question, shall survive the removal, and termination, of this Agreement, as to such MelodyTrack or Track.

2(g) All MelodyTracks available to Members are bound by United States Copyright Law, as amended, and any International treaties to which the United States is a party.  TrackOwner and MelodyWriter grant permission to Songsinc to offer these MelodyTracks for use pursuant to all Songsinc's terms and conditions and agreements pertinent to Members, including the terms of the TrackOwner Royalty Agreement and Vault Date Letter.

2(h) Members agree to the current Royalty Download Fee.   Members acknowledge and agree that the Royalty Download Fee is subject to change at anytime by Songsinc.  A percentage of the Royalty Download Fee is paid directly to the TrackOwner (and MelodyWriter, if applicable) for use and license of their MelodyTrack, as further outlined in Section 8(a).

2(i) TrackOwner and MelodyWriter agree to allow Lyricists to participate in a Limited Rights Buy-In License for non-exclusive rights for use of the MelodyTrack as part of a Mixed Song and Mixed Song Master as more fully set forth in Section 7.

Part Three, SECTION 3

Lyricists, MelodyWriters, and Vault Dating

3(a) Lyricist agrees that his or her Songsinc Membership does NOT give them any rights to a TrackOwner’s MelodyTrack OTHER THAN the Lyricist's non-transferable personal-use rights, with the express intention, agreed to by every Member, of writing Lyrics within a downloaded MelodyTrack to create a new Song.  For the avoidance of doubt, Lyricist shall only have a copyright interest in the Lyric and the Song, and TrackOwner and MelodyWriter only grant to Songsinc and to Lyricist certain rights pursuant to the terms herein as well as the terms of the other applicable agreements, such as the TrackOwner Royalty Agreement and Vault Date Letter.

3(b) MelodyWriter agrees that his or her Songsinc Membership does NOT give them any rights to a TrackOwner’s Track OTHER THAN the MelodyWriter's non-transferable personal-use rights, with the express intention, agreed to by every Member, of writing a predominant, instrumental melody line within a downloaded MelodyTrack to create a Melody and, if accepted by Songsinc, a MelodyTrack.  For the avoidance of doubt, MelodyWriter only has a copyright interest in the Melody and the Songs created using the Melody, and TrackOwner only grants to Songsinc and to MelodyWriter certain rights pursuant to the terms herein as well as the terms of the other applicable agreements, such as the TrackOwner Royalty Agreement.

3(c) Upon creation of a Lyric or Mixed Song based upon the MelodyTrack, or upon the creation of a Melody based upon the Track, Lyricist and MelodyWriter shall provide Songsinc with a copy of the recording of the Mixed Song (i.e. the Mixed Song Master), or copy of the recording of the Melody (i.e. Melody Master), as the case may be, for filing in the Songsinc Vault, in whatever audio format the Lyricist or MelodyWriter wishes, along with a printed lyric sheet, Lyric title or Melody title (as determined by the Lyricist or MelodyWriter), and all the correct names, addresses and contact information for Lyricists, MelodyWriter and/or any co-writers.  Lyricist or MelodyWriter may create or produce the recording of the Mixed Song or Melody on his or her own or may take the MelodyTrack or Track from which the Lyric or Melody is based to a third party recording studio of their own choice to record the Mixed Song or Melody.  Songsinc will also allow a Lyricist to Submit only the Lyric (just the lyric without the underlying MelodyTrack) and submit such document of only the Lyric (and the identity of the MelodyTrack from which it was based) for the purpose of Vault Dating as further described below.  If a Lyricist submits only the Lyric then later records the Mixed Song resulting in a Mixed Song Master, Lyricist agrees to forward to Songsinc a copy of the new Mixed Song Master immediately upon completion to replace the Lyric that was initially submitted.  Note that, in any and all events, the cost of creating and producing the recording of the Mixed Song Master or Melody including, without limitation, the cost of adding any vocals, mixing and any other embellishments during the recording session, will be at sole expense of the Lyricist or MelodyWriter, as the case may be.

3(d) A MelodyWriter who creates a Melody for the purpose of creating a MelodyTrack may, at the time that MelodyWriter submits the recording of the Melody (Melody Master) for Vault Dating pursuant to the terms in 3(c) above, designate that the newly created MelodyTrack (the Melody mixed with the Track), if accepted by Songsinc, be an Exclusive MelodyTrack.  

3(e) Songsinc will Vault Date the Lyric, Mixed Song or Melody on the date of the receipt by Songsinc of the recording thereof (made in the manner described in 4(b) above), at no charge to SongWriter.  Following receipt of the recording of the Lyric, Mixed Song, or Melody, Songsinc will issue a Vault Date Letter to Lyricist or MelodyWriter (via email in electronic PDF form) to be executed and returned to Songsinc.  The Vault Date Letter will provide the Vault Date and Vault Date Number assigned to the Lyric(s), Mixed Song(s) or Melody(ies) submitted by Lyricist or MelodyWriter for Vault Dating.  The assignment of the Vault Date and Vault Date Number is conditioned upon the receipt by Songsinc of an executed copy of the applicable Vault Date Letter.      

3(f) Lyricist and MelodyWriter each understand that he or she must complete the Vault Dating process as described herein BEFORE any copyright filing or registration with any Performing Rights Organization (PRO) can be initiated by Lyricist or MelodyWriter. 

3(g) Lyricist understands and agrees that any resulting Mixed Song Master, as the case may be, shall only be used for promotional "demo-ing" and promotional "pitching" purposes only.  The Mixed Song Master may not be sold, licensed, transferred or otherwise exploited for any commercial purposes unless a Limited Rights Buy-In License is purchased and obtained by Lyricist, as more fully set forth in Section 7 and Section 8 herein, or, if applicable, the terms of Section 5 are followed.  Although MelodyWriter retains a share of the copyright interest to the Mixed Song Master prior to Lyricist exercising a Limited Rights Buy-In License, MelodyWriter shall not have any rights to use or otherwise access the Mixed Song Master at anytime.  Further, MelodyWriter may not use in any manner the recording of the Melody together with the underlying Track from which the Melody derived or otherwise the resulting MelodyTrack except for the purpose of Vault Dating the Melody for acceptance as a MelodyTrack for use by Songsinc Members as contemplated herein.   

3(h) Lyricist is allowed to embellish a MelodyTrack in any way (for example, a Lyricist may edit in or out an additional verse, chorus or bridge or overlay other instruments on top of the original instrumentation of the MelodyTrack) at Lyricist's own expense, understanding the embellished MelodyTrack may only be used for the Mixed Song and Mixed Song Master, and Lyricist has no rights to the embellished MelodyTrack apart from the Mixed Song or Mixed Song Master as stated in this Agreement. To clarify, Lyricist may not allow third parties to use the MelodyTrack, embellished or not, for any purpose.  Further, Lyricist agrees that he or she will not make any use of the MelodyTrack not specified herein.

3(i) MelodyWriter is allowed to embellish a downloaded Track in any way (for example, a MelodyWriter may edit in or out an additional verse, chorus or bridge or overlay other instruments on top of the original instrumentation of the Track) at MelodyWriter's own expense, understanding the embellished Track may only be used for the Melody and Melody Master, and MelodyWriter has no rights to the embellished Track apart from the Melody or Melody Master as stated in this Agreement. To clarify, MelodyWriter may not allow third parties to use the Track, embellished or not, for any purpose.  Further, MelodyWriter agrees that he or she will not make any use of the Track not specified herein.

3(j) Lyricist has no obligation to finish or record a Lyric and/or Mixed Song and MelodyWriter has no obligation to finish or record a Melody.

3(k) Members may not abuse the services offered by Songsinc (such as the MelodyShop and TrackShop) by downloading Tracks or MelodyTracks for the express purpose writing a Lyric or Melody, and then purposely not recording the Lyric of Melody together with that MelodyTrack or Track, but rather re-producing a different recording to replace that MelodyTrack or Track in order to avoid any obligations under this Agreement or any of the agreements governing TrackOwners or Lyricists. If Songsinc believes there is a download abuse, it will terminate Member’s download privileges, send a written notification to that Member of said action and pursue all legal remedies.

Part Three, SECTION 4

Copyright, Publishing Splits, Credits & Rights for Songs

4(a) Publishing Splits, Copyright and Administration Rights

In the songwriting and music publishing industry, sometimes interest in a song will be divided equally into what is referred to as the "Writer Share" and "Publisher Share".  Generally, the person who holds a Writer Share in a song will be entitled to credit as a songwriter and to be paid royalties from exploitation of that song. In addition, generally speaking, the person or entity that holds a Publisher Share in that same song will be entitled to a few things - it shall receive and collect all royalties (including the portion of royalties to be paid to the songwriter for his or her Writer Share), hold the copyright interest in the song, and control the song as the "administrator" or holder of all "administration rights" (i.e. controlling how it is used and licensed).  Of course, there can be more than one party holding the Writer Share and more than one party holding the Publisher Share.   

Writer Share

Members agree that Lyricist is a collaborating co-writer with TrackOwner and MelodyWriter (who may be one in the same or different persons), and all of the writers, if any, of the MelodyTrack, with Lyricist, TrackOwner and MelodyWriter sharing in the Writer Share in any Song created using the MelodyTrack so that Lyricist shall receive 40% share of the Writer Share, MelodyWriter shall receive 40% share of the Writer Share and TrackOwner shall receive the remaining 20% share of the Writer Share thereof.  This split agreement shall follow the life of the Song throughout the Territory.       

Publisher Share

Members agree that Songsinc owns 20% share of the Publisher Share which corresponds to TrackOwner's 20% share of the Writer Share and Lyricist and MelodyWriter own the remaining 80% share equally (40% each) of the Publisher Share in the Song created, in perpetuity from creation, throughout the Territory. 

Copyright

Members agree that, upon creation of a Song, Songsinc shall own 20% and Lyricist and MelodyWriter shall own the remaining 80% share equally (40% each), of all copyright interest throughout the Territory and in perpetuity, of such Song.

Administration

While the splits for Publisher Share, Writer Share and copyright shares in a Song shall remain unchanged as among the TrackOwner, MelodyWriter, Lyricist and Songsinc for the life of the Song, the so-called "administration rights" in a Song shall change depending on whether a Limited Rights Buy-In License is obtained by a Lyricist for that Song.  As mentioned above, administration rights mean the rights to control the Song, including how it is licensed and exploited.       

In that connection, prior to a Limited Rights Buy-In License, Members agree that all worldwide administration rights in the Song shall be controlled entirely by Songsinc (20%) and Lyricist and MelodyWriter shall share equally in the remaining share of administration rights (40% each) (i.e. in the same proportion as their respective copyright ownership shares in the Song). In the event of Limited Rights Buy-In License, Songsinc shall grant to Lyricist its 20% share of all of such worldwide administration rights in the Song and, in addition, MelodyWriter shall grant to Lyricist its 40% share of all such worldwide administration rights in the Song, so that Lyricist shall control 100% of the worldwide administration rights to the Song.  Thus, Lyricist shall have the exclusive and sole right to control how the Song is used and collect all royalties from the exploitation of the Song (but excluding the portion of performance royalties payable to Songsinc, TrackOwner and MelodyWriter which are paid directly by PROs), provided that Lyricist shall at all times be obligated to Songsinc, TrackOwner and MelodyWriter for the life of the Song as provided hereunder (including affording appropriate regarding credits and rendering payment of royalties as set forth in this Agreement).

Applies To Mixed Song

For the avoidance of doubt, the ownership and rights set out in this Section 4(a) above extend and apply to the Mixed Song (the new lyrics together with the MelodyTrack).  In other words, the ownership and rights of the TrackOwner, Songsinc, Lyricist and MelodyWriter remain the same regardless of whether the Song exists on its own or together with the MelodyTrack in the form of a Mixed Song.  However, it is expressly understood that the foregoing DOES NOT extend or apply to any Mixed Song Master (i.e. the recording of the Mixed Song).  The rights to the Mixed Song Master are explained in Section 7 hereinbelow.

4(b) Information For Tracks; Privacy of TrackOwner and MelodyWriter

TrackOwners and MelodyWriters shall provide accurate songwriter names, Performing Rights Organization (PRO) information and split/share information for any Tracks or MelodyTracks that are submitted and accepted through the Website. 

TrackOwner and MelodyWriter each understand and agree that this information will be shared with each Lyricst  who downloads the Track or MelodyTrack and Vault Dates the Lyric created from such MelodyTrack in order that TrackOwner and MelodyWriter may be afforded proper and correct credit (including, in the event of a Limited Rights Buy-In License, for any PRO filing or Copyright filing made by the Lyricist, and for display on websites and packaging); provided however, to maintain the privacy of each TrackOwner and MelodyWriter, Songsinc will provide its own contact information in the place of TrackOwner's and MelodyWriter's contact information whenever deemed appropriate by Songsinc so that Lyricist shall only be able to contact Songsinc.

4(c) Publishing Agreements

Following a Limited Rights Buy-In License, TrackOwner and MelodyWriter each understand that Lyricist controls 100% of the worldwide administration rights in the Song and is therefore entitled to enter into and execute any publishing agreements freely on behalf of the Song.  For the avoidance of doubt, TrackOwner and MelodyWriter each agree that they shall not object to or attempt to obstruct execution of any publishing agreement and will abide by the ultimate decision of Lyricist as to the disposition of the Song.  TrackOwnerm, MelodyWriter and Songsinc shall each retain their respective percentage of the Writer Share and Publisher Share, as more fully set forth in Section 4(a) above and 8 below.

4(d) Copyright Filing

Lyricist may file appropriate copyright registrations for a Song. Lyricist agrees no date of copyright may precede the Songsinc Vault Date, as the Vault Date is a condition to a Lyricist's ability to make any such filings.  As indicated in the Vault Date Letter confirming the Vault Date for the Song, Lyricist shall contact Songsinc prior to making such filing and follow the terms in the Vault Date Letter or any other supplemental documents (including emails) provided by Songsinc pertaining to copyright registration. In any and all events, Lyricist must provide true and accurate information to the copyright office in regards to the authorship of TrackOwner and MelodyWriter and the copyright ownership of Songsinc for the Song to be registered. 

4(e) PRO Filing

Performing Rights Organizations (sometimes each referred to herein as a "PRO") license the right to publicly perform songs on behalf of its member-writers and member-publishers.  Further, the PRO collects and pays performance royalties directly to each member-writer and member-publisher of a song that is registered with that PRO.

In that connection, Songsinc shall have the right to register its share of each Song as well as shares of TrackOwner of each Song, on behalf of TrackOwner, with the appropriate PRO with which Songsinc and TrackOwner are affiliated.  This will result in Songsinc collecting its 20% Publisher Share and TrackOwner collecting his or her 20% Writer Share of performance royalties that may be payable in respect of the public performance of any Songs.  TrackOwner and Lyricist shall cooperate with Songsinc in connection with any such registration. 

Further, Lyricist shall have the right to register its share of each Song with its affiliate PRO, provided, however, that such registration shall not occur prior to the Songsinc Vault Date, as the Vault Date is a condition to Lyricist's ability to make any such filings, and Lyricist shall follow the terms in the Vault Date Letter or any other supplemental documents (including emails) provided by Songsinc pertaining to PRO registration.  In any and all events, Lyricist must provide true and accurate information to the applicable PRO in regards to the Writer Share of TrackOwner and MelodyWriter and the Publisher Share of Songsinc in respect of the Song to be registered.            

4(f) Transfer of Shares

After Vault Dating, Lyricist, TrackOwner and MelodyWriter each have the right to transfer their shares in the Song, subject to the transferee's expressed agreement to discharge any and all obligations to Songsinc, Lyricist, TrackOwner and MelodyWriter in respect of their rights herein. Songsinc will also have the right to transfer its share in the Song, subject to the terms of this Agreement.

Part Three, SECTION 5

Song Exploitation

5(a) Prior to a Limited Rights Buy-In License, Lyricist has the right to pitch a Song, Mixed Song or Mixed Song Master for any opportunity that does not involve the licensing of, grant rights to, or any commercial exploitation of, the Song, Mixed Song or Mixed Song Master, as the case may be. Following a Limited Rights Buy-In License, Lyricist has the right to use, license and exploit the Song, Mixed Song, or Mixed Song Master subject only to the terms of this Agreement.

5(b) Members agree Songsinc may publicly perform on the Website, any Mixed Song Master containing a Mixed Song, any recording of the Song or Melody, or any Track or MelodyTrack, without the obligation to pay any public performance royalties or any other fees or royalties that may be otherwise payable to any Performing Rights Organization. In that connection, Songsinc shall have the royalty-free right and license to reproduce so-called "server" copies of any Mixed Song Master containing a Mixed Song, any recording of the Song or Melody, or any Track or MelodyTrack, in furtherance of such activities on the Website.  Songsinc may, at its discretion, highlight any Mixed Song Master containing a Mixed Song, any recording of the Song or Melody, or any Track or MelodyTrack on the Website for promotional purposes.  The foregoing applies to any and all recordings that are publicly performed in connection with SongShop Sales (see Section 9). 

Part Three, SECTION 6

Song/Track Reproduction

A Song or Mixed Song may be removed from the original Track and placed within new or different track production at any time, but all terms and conditions regarding royalties, copyright ownership administration rights, Publisher Share, and Writer Share pertinent to TrackOwner, MelodyWriter, Lyricist and Songsinc in respect of the Song, as detailed in Sections 4 and 7 herein, remain and follow the life of the Song, in whatever form, irrespective of whether or not the Song is later removed from the new track and exploited in a new form or re-recorded with a new or different track.

Part Three, SECTION 7

Mixed Song Master Ownership; Limited Rights Buy-In Licenses

7(a) Mixed Song Master Ownership

Any newly created Mixed Song Master (a recording of the Mixed Song), shall be co-owned by Songsinc (50%), TrackOwner (25%) and MelodyWriter (25%).  Lyricist understands he or she may use the Mixed Song Master for promotional purposes only and may not license, grant any rights to, or make available for sale, the Mixed Song Master unless a Limited Rights Buy-In License is purchased and obtained, as more fully set forth in Section 7(b).

7(b) Limited Rights Buy-In License

TrackOwner agrees to allow Lyricist to participate in a Limited Rights Buy-In License granting non-exclusive rights for use of the written composition of the MelodyTrack as part of the Mixed Song or for the use of the recording of the MelodyTrack as a part of the Mixed Song Master only. TrackOwner understands and agrees that he or she will accept the Rights Buy-In Fee and will relinquish any ownership rights in the Mixed Song Master.  Songsinc shall also relinquish its share of rights in the Mixed Song Master to Lyricist in the event of a Limited Rights Buy-In License. In that connection, Lyricist shall own and control 100% of the Mixed Song Master and shall have the right to freely use the Mixed Song Master for any purpose, including the license and exploitation thereof.  For the avoidance of doubt, Lyricist shall have no right to use the MelodyTrack separate and apart from Mixed Song or Mixed Song Master in which the MelodyTrack is embodied. Per Section 8 below, TrackOwner understands and agrees he or she will receive 20% share with of the Limited Rights Buy-In Fee, MelodyWriter shall receive 20% share of the Limited Rights Buy-In Fee, and Songsinc shall retain its remaining 60% share of such fee for its own account. As explained in Section 4 above, SongWriter understands and agrees that TrackOwner shall retain 20% share of the Writer Share of the Song and/or Mixed Song, MelodyWriter shall retain 40% share of the Writer Share of the Song and/or Mixed Song, and Songsinc shall retain a 20% share of the Publisher’s Share of the Song and/or Mixed Song (but Lyricist will have administration rights as to 100% of the Song and/or Mixed Song) and, accordingly, all such parties shall be afforded writer credit wherever required.   Lyricist understands that he or she will only have rights to the complete recording of the Mixed Song (that is, the complete Mixed Song Master) and no rights to the recorded MelodyTrack apart from that. 

Current Rights Buy-In Fees for Limited Rights Buy-In License are:

Number 1 Member:  $100

Top 20 Member:       $150

Rights Buy-In Fees for Limited Rights Buy-In License are subject to change at any time.

The Limited Rights Buy-In License, and all of the rights included in such license, shall be deemed granted to Lyricist upon the receipt of payment of the applicable Rights Buy-In Fees for the Mixed Song Master concerned.

In the event that Songsinc has advanced the cost of recording any Mixed Song Master, Lyricist must also reimburse Songsinc all such costs in full as a condition to an effective grant of a Limited Rights Buy-In License to Lyricist.  For the avoidance of doubt, Songsinc shall have not obligation whatsoever to make any advance payments to any Member in respect of recording costs or otherwise.

Part Three, SECTION 8

Payments, Royalty Collections And Clarification of Splits

8(a) Download Fee &Rights Buy-In Fee Shares

Songsinc agrees to pay the following shares in respect of Gross Receipts from the applicable Royalty Download Fee for any MelodyTrack:   

TrackOwner:                20%

MelodyWriter:              20%

Songsinc:                     60%

Songsinc agrees to pay the following shares in respect of its Gross Receipts of the applicable Limited Rights Buy-In Fees for any MelodyTrack: 

TrackOwner:                20%

MelodyWriter:              20%

Songsinc:                     60%

TrackOwner's and MelodyWriter's share of Gross Receipts as provided herein shall be referred to as "Songsinc Royalties".  TrackOwner and MelodyWriter will receive semi-annual Songsinc Royalty statements and Songsinc Royalty checks, due to be mailed 45 days after the close of each half-year.  The semi-annual closing date will be June 30 and December 31. Notwithstanding anything contained herein, if the total accrued Songsinc Royalties due at the close of the first semi-annual period ending June 30 are less than US$100.00, the total accrued Songsinc Royalties for such period will be carried over to the second semi-annual period ending December 31, and paid out, together with Songsinc Royalties from the second semi-annual period, 30 days after December 31.

8(b) Clarification of Splits For Songs

Conditioned upon Member’s full and faithful performance of all of the terms and provisions herein, the following are the splits for Lyricist, TrackOwner, MelodyWriter and Songsinc for every Song, whether, by itself, integrated into a MelodyTrack (Mixed Song) or integrated into a different instrumental track.  This split agreement follows the life of the Song throughout the Territory.

Writer and Publisher Shares – Before Limited Rights Buy-In License

Writer and Publisher Shares – After Limited Rights Buy-In License

Copyright Ownership and Administration – Before Limited Rights Buy-In License

Copyright Ownership and Administration  – After Limited Rights Buy-In License

8(c) Collection and Payment of Outside Royalties

"Outside Royalties" are gross monies that Lyricist receives from all exploitations of the Song (but permissible only with a Limited Rights Buy-In License).  Outside Royalties include, without limitation, mechanical royalties, synchronization royalties, performance royalties and print royalties.   These are different than Songsinc Royalties described in Section 8(a) above which cover the payment of fees associated with transactions occurring via the Website.  Lyricist agrees to pay to Songsinc, TrackOwner and MelodyWriter their respective shares (set forth in the table below under "Share of Outside Royalties"), of all Outside Royalties received by Lyricist and Lyricist shall retain its share, also set forth below, for its own account.   Lyricist shall use its best efforts to direct any and all third parties otherwise paying Outside Royalties to Lyricist to render such payments directly to Songsinc in accordance with the terms hereof.  Payments shall be made on a semi-annual basis, due to be mailed 30 days after the close of each half-year.  The semi-annual closing date will be June 30 and December 31. Songsinc shall collect TrackOwner's share of all monies on behalf of TrackOwner except for performance royalties to the extent such royalties are payable directly to TrackOwner by the applicable Performing Rights Organization. Accordingly, Lyricist shall pay TrackOwner's share of Outside Royalties directly to Songsinc together with Songsinc's share of Outside Royalties (so that Songwriter pays a total of 20% of all Outside Royalties) within thirty (30) days of receipt by Lyricist of such monies   Songsinc shall account to TrackOwner for its 10% share of Outside Royalties at the same time and manner as it accounts to TrackOwner for Songsinc Royalties under Section 8(a) above.                

Share of Outside Royalties

* TrackOwner's share paid to and collected by Songsinc, except for performance royalties paid directly to TrackOwner by applicable PRO.  

Mechanical Royalty Advance Option

To simplify payment and accounting for certain mechanical royalties, Songsinc may provide Lyricist with the option to render an advance payment of mechanical royalties otherwise payable to Songsinc and TrackOwner for certain reproductions of certain number of copies or units of phonorecords (i.e. CDs, ringtones, Digital downloads) embodying the Song.  Such option is only available in those instances where phonorecords shall be exploited solely and directly by Lyricist, including SongShop Sales occurring via the Website as described under Section 9 below.  For clarification, exploitation via CD Baby or Tunecore or similar digital distributor whereby Lyricist shall be responsible for payment of mechanical royalties shall be permissible under such an option, whereas exploitations by a bona-fide record company or other third party whereby such third party shall be responsible for the payment of mechanical royalties shall not be permissible under such an option.  Accordingly, such latter exploitations shall be subject to the terms regarding the payment of mechanical royalties as described in the first portion of this Section 8(c).

Songsinc may make such option available to Lyricist upon terms and in such a manner as Songsinc may determine in its sole discretion.  In the event that Songsinc shall make such option available to Lyricist, Songsinc will post the terms (including the amount of the advance payment and number of units covered by such advance payment) in the appropriate location of the Website.  

8(d) Clarification of Splits for Mixed Song Master

Conditioned upon Member’s full and faithful performance of all of the terms and provisions herein, the following are the splits for Lyricist, TrackOwner, MelodyWriter and Songsinc for every Mixed Song Master. This split agreement follows the life of the Mixed Song Master throughout the Territory.

Before Limited Rights Buy-In License

After Limited Rights Buy-In License

For the avoidance of doubt, Lyricist shall not have any obligation to make any payment to TrackOwner, Songsinc or MelodyWriter for the exploitation of the Mixed Song Master separate and apart from payments (and credits) for the exploitation of the Song embodied in the Mixed Song Master.

Part Three, SECTION 9

SongShop Sales of Mixed Song Masters

Members may submit Mixed Song Masters that are subject to completed Limited Rights Buy-In License, as the case may be, for consideration for inclusion in the Songsinc SongShop. 

If accepted, Songsinc will pay submitting Member $0.70 US per sale, except that with respect to a sale of a Mixed Song Master, Songsinc will pay submitting Member $0.68 US per sale, retaining, $0.02 US for Songsinc and TrackOwner's combined 20% share of royalties from the Mixed Song embodied in the Mixed Song Master.  Songsinc shall pay to TrackOwner its 10% share ($0.01 US) when accounting to TrackOwner for Songsinc Royalties and Outside Royalties hereunder.  In doing so, Member shall be relieved of its obligation to account to TrackOwner and Songsinc for its respective shares of mechanical royalties otherwise payable to them for the reproduction and distribution from the Songsinc SongShop of the Mixed Song embodied in the Mixed Song Master. 

Any advance payments of mechanical royalties rendered by Lyricist to Songsinc, if such option is made available hereunder, shall apply in respect of SongShop Sales.    

Part Three, SECTION 10

Specific Disclaimer

Lyricist specifically acknowledges and agrees that Songsinc makes no warranty as to any of the rights or licenses granted to Members by or through either Songsinc, TrackOwner or MelodyWriter, as the case may be, in and to the any Songs, Lyrics, Mixed Songs, Melodies, MelodyTracks or Mixed Songs Masters.  Accordingly, any and all rights or licenses are granted on an "as-is" basis specifically disclaiming any and all express or implied warranties regarding the Songs, Lyrics, Mixed Songs, Melodies, MelodyTracks or Mixed Songs Masters, including, without limitation, warranties of merchantability or fitness for a particular purpose, warranties against infringement, and warranties as to the availability, accuracy, completeness of content of any Songs, Lyrics, Mixed Songs, Melodies, MelodyTracks or Mixed Songs Masters.  Songsinc assumes no responsibility, and in no event, shall be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the Songs, Lyrics, Mixed Songs, Melodies, MelodyTracks or Mixed Songs Masters

Part Three, SECTION 11

Songsinc Similarity Clause

Songsinc Members agree and fully understand that all Members, including Songsinc employees, have access to the MelodyTracks available on the Songsinc Website, and one or more Lyrics, Melodies, Mixed Songs and/or Mixed Song Masters created by using a Track or MelodyTrack through the process facilitated by this Website may be similar to other Member’s Lyrics, Melodies, Mixed Songs and/or Mixed Song Masters using that same Track or MelodyTrack.

In any case, each and every Song, Melody, Mixed Song and/or Mixed Song Master created from the Songsinc TrackShop is recognized as unique and will stand on its own merit.  Members agree that they will not be entitled to any compensation for the use of another Member’s Song, Melody, Mixed Song and/or Mixed Song Master, including its copyright, which has been independently created, regardless of similarity.  In that connection, Lyricist shall not assert any claim of infringement against Songsinc, any Songsinc Member or any of their respective transferees or licensees for creating and using any such similar Lyrics, Melodies, Mixed Songs and/or Mixed Song Masters.

Further, the Members understand and agree that TrackOwner's Tracks and MelodyTracks are being licensed to Songsinc for use by Songsinc, MelodyWriters and Lyricists on a non-exclusive basis so that TrackOwner may grant similar rights for these Tracks and MelodyTracks to persons or companies other than Songsinc, MelodyWriters and Lyricists.  As such, it is possible that any third parties may create songs derived from the Tracks and MelodyTracks that are similar to Lyricist's Lyrics, Mixed Lyrics and/or Mixed Song Masters.  Accordingly, Lyricists shall not assert any claim of infringement against TrackOwner or any of TrackOwner's licensees or transferees for creating and using any such similar songs.   

Copyright © 2010 Songsinc, LLC. All Rights Reserved.

End of MelodyShop Terms

-----------------------------------------

End of All Terms