INTRODUCTION

Last updated (11 Aug, 2020)

Please read these Terms and Conditions carefully. These Terms and Conditions apply to and give access to use www.IRockDistro.com website (“Website”) including the use of any content, product(s), service, and/or information (“Services”). The Terms and Conditions also apply to all individual Recordings under this Agreement. This is a legal agreement between you and I Rock Music Inc. (“Company” “we”, “us” or “our”). The Company reserves the right to modify, discontinue or terminate the Website and Services, or revise the Terms and Conditions without giving prior notice. We will notify you of any changes by updating the “Last Updated” date which can be found at the top of the document. You are encouraged to occasionally review the Terms and Conditions to remain aware of our latest updates to the Website. By continuing to use or access the Website and/or Services after we might have made and posted any such modification, you agree to be legally bound by the revised Terms and Conditions. You may not alter the Terms without our express written permission.

YOU UNDERSTAND THAT YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE BY USING THE SERVICES OFFERED BY US THROUGH THIS WEBSITE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICES OFFERED BY US.

GRANT OF RIGHTS

The rights granted in this Agreement hereinunder include without limitations, and are limited to, the sale of sound recordings, audiovisual recordings (“Recordings”) permanent digital downloads, temporary digital downloads, interactive streaming, non-interactive streaming, streaming-on-demand services and cloud services. The grant of rights does not constitute a transfer of ownership rights of the Recordings.

By making use of our Services, you irrevocably grant the Company the following non-exclusive rights during the Term and throughout the world (“Territory”).

  • to sell, copy, distribute and otherwise exploit and alter the Recordings by all means and media through any and all Company’s Retail Partners whether now operational or hereafter available;
  • to collect all income deriving therefrom; and
  • to use the name(s), photographs and likenesses, artwork images, biographical and other information submitted by you or the artists whose performances are embodied on the Recordings.
  • to transfer or otherwise sublicense the above rights to any and all the Company’s Retail Partners.

You agree and acknowledge that you will not use this Website or its Services to transmit, distribute provide connections or store material that infringes on the copyrighted works of others or otherwise promotes the violation or violates the intellectual property rights of any third party.

You agree and acknowledge that the company may, without notice and in its sole discretion, terminate your account and remove any content, Recordings, and any associated material you provide to the Company, withhold and/or repudiate any and all payments, revenues earned or arising thereof, in the event that the Company receives any claim (and has sufficient evidence to judge that it is true) that you are infringing upon the copyrights or intellectual property rights of third parties or you are engaged in fraudulent activities including, but not limited to, any fraudulent streaming or download activity or any illegal account activity on our Services.

You agree that the Company may terminate your account if you violate any of its Terms and Conditions or if the Company believes with substantial evidence that you are infringing upon the copyrights or intellectual property rights of third parties.

You agree that you will not be entitled to reimbursement of any fees you paid to the Company in the event the Company terminates your Account, and/or remove any content, Recordings, and any associated material you provide to the Company if you violate the Company’s Terms and Conditions.

You agree to indemnify and hold harmless the Company and the Company Retail Partners against any liability or costs arising from improper and illegal use of your Account.

RECORDINGS, MATERIALS AND INFORMATION

The term “Recordings” mentioned in this agreement is the audiovisual recordings and sound recordings that you submit to the Company. You agree to submit the Recordings and any other information and materials to the Company at your own expense and in the formats needed for use on the Website. Technical description of the format will be provided to you when you request for it. The Company, in its sole discretion, reserves the right to reject Recordings or any material that you submit via the Website. This applies to Recordings and materials that may damage or potentially damage the Company. In case of damage or potential damage to the Company, we reserve the right to terminate your access to the Retail Service and/or Website immediately and without notice.

SALE OF RECORDINGS & END USERS

The Company and its Retail Partners will sell the recordings to the End Users at a price determined by the Company and the Company’s Retail Partners. The terms at which an End User licenses and purchases the Recordings will be set by the Company and the Company’s Retail Partners. The terms will however always be in accordance to industry standards. The Recordings will only be licensed to an End User for personal and non-commercial use, unless other agreements have been made between you and the Company.

You agree that the Company is a distributor of digital copies of the Recordings and not a retailer. Any sale/sublicensing of the Recordings to End Users will be made by our Company Retail Partners.

PAYMENT

(a) Net Income is the Company’s actual receipts from Consumer Stores after-tax fee or other related charges have been deducted from the Sale of your Recordings. Any lawsuit arising from any accounting statement must be made (and any lawsuit commenced) no later than a year after the date the accounting statement has been created, and you waive any longer statute of limitations that may be permitted by law.

(b) The Company will pay you one hundred percent (100%) of Net Income. Net Income will be promptly credit to your Account after Company’s receipt thereof. Once your Account has been credited, you will be able to withdraw all or any portion at any time. You will be responsible for any bank fees or other related charges related to the withdrawals.

(c) When you owe the Company any amount as a consequence of the Terms of Service or otherwise, the Company reserves the right to withdraw all or a portion of such amounts from any Net Income payable to you.

(d) You agree and acknowledge that the in the event that the Company finds reason to suspect that you may be involved in fraudulent or infringing activities, the Company reserves to right to, without notice and in its sole discretion, discontinue the posting of Net Income to your account and block your ability to withdraw funds until such suspected activity has been resolved and to the satisfaction of the company. You however agree that you will forfeit such revenue if they are found by the Company, in its good faith discretion, to be a result of fraudulent and/or infringing activities. If any fraudulent and/or infringing activities are determined to be caused by your or your affiliates’ actions or omissions, any costs incurred by Company (including legal fees and expenses) in connection may be deducted by the Company from any payment to be made to you. You agree that it is your responsibility to investigate policies from Consumer Stores that may have separate policies related to fraud and fraudulent activities and such policies shall be binding upon you.

(e) The Net Income posted to your Account will be pooled in an interest-bearing bank account alongside the Net Income of other Company customers until you decide to withdraw such funds. You agree that you will not be paid any interest or other earnings on the Net Income that Company places in such pooled account. You irrevocably transfer to the Company any ownership right that you may have on any interest that may accrue on the Net Income held in such pooled account. Instead of earning interest on the amount on such pooled account, the Company may receive a reduction in fees for bank charges by the banks that hold your Net Income.

(f) In the event that a claim of copyright or trademark, or intellectual property right infringement, right of publicity, or failure to comply with any third party license requirement or any other claim is presented to the Company which, if true, would constitute your breach of any of your representations, warranties or agreements, you agree that Company may withhold any and all funds in your account that are received in connection with the Recordings or other materials under dispute, and that you will forfeit such revenues if the Company determines, in its good faith discretion, that they are the result of fraud and/or infringement. Furthermore, if in the process of judgment, the Company elects to employ the services of an attorney to review and/or respond to such claim, the Company shall have the right to deduct from your Account or charge any alternate payment method you provide to Company to offset the costs of associated legal fees and expenses.

SUBSCRIPTION FEES

All Recordings submitted by you and distributed by the Company require that you purchase an annual recurring fee-based subscription using a Payment Method of your choice. These fees may be revised from time to time by the Company without giving notice to you. You acknowledge and agree that Company is authorized to deduct your subscription fees, any applicable tax and other charges you may sustain in connection with your use of the Company’s Services directly from your Account or levy such fees to any Payment Method you provide to Company. You are solely responsible for all fees, charges, duties, and taxes arising out of any use of your Account by you or anyone else using your account. If you send a written notification to the Company that you are terminating your subscription for one or more of your Recordings, no further subscription fees will be charged to your Account and all terminated Recordings will be removed from the Website. We will not reimburse you any pre-paid fees with respect to any terminated Recordings. If you fail to make a payment or a payment is reversed due to incorrect payment details via the Payment Method after agreeing to these Terms of Service, the Company has the right to retrieve the subscription fee by any means necessary, including the right to keep your account active while collecting any resulting royalties until the subscription fee is fully paid. It is your responsibility to make the appropriate changes to your Account if your Payment Method has changed. Your service may be disconnected or interrupted if you do not provide a valid Payment Method.

YOUR LIABILITY

You agree and warrant that the Recordings, materials and information you submit and upload on the Website does not infringe on the copyrights, trademark, and intellectual property rights of any third party and also does not violate any law in any country in the Territory. You also warrant that:

  • You are at least eighteen (18) years of age.
  • You legally represent the sole owner or you are the sole owner of the Recordings and the Materials.
  • You have not entered into any previous agreement with a third party which may conflict with our Agreement.
  • You have obtained all appropriate consents from the artist, producers, musicians, mixers and any other persons and/or companies that may be involved in the recording and production of the Recordings.
  • The amount paid by the Company includes compensation for all recording costs, royalties to everyone involved in the production.
  • The Recordings are original and do not infringe upon any right of any third party.
  • You have, in the case of a cover version (i.e a recording of a song/lyric for which you are not the author), obtained all relevant consents from the author of the original Recording for such use.
  • If the case that you are not the artist, you have reached a valid agreement with the artist that grants you all the rights to enter into this Agreement with the Company. During the term of this Agreement, you shall not terminate such agreement with the artist.
  • You shall not commit any act which might prejudice or damage the reputation of the Company or the Company Retail Partners.
  • You shall not endeavor to introduce any viruses, spywares, cancelbots or other malicious code into the Website and the Recordings.

You will be asked to create a password when you register with the website. You must keep your password confidential and you must not share it with anyone. You are fully responsible for all activities that take place on your Account and under your password. If you suspect that someone else is using your password or your Account has been compromised, notify us immediately.

If the Company has reason to suspect that there’s a misuse of your password and it may be as a result of a breach of security on the Website, we may ask you to change your password. If you do not respond to the request, we may suspend your account and terminate your access immediately and without notice to you.

You shall indemnify and hold the Company, the Company Retail Partners or any of their affiliates harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including, without limitation, legal expenses and reasonable counsel fees, arising out of any breach or alleged breach by you of the above warranties and representations and/or use of the Recordings or Materials as permitted hereunder.

If a claim is made, the Company shall have the right to withhold payment of any funds due in an amount reasonably related to the claim and also the potential expenses.

CONFIDENTIALITY

You acknowledge and agree that you may become aware of certain confidential information related to the Company’s business and business practices in the course of negotiating and transacting business with the Company. Except such information is generally available to third parties or is required to be divulged by law, you agree to keep such information confidential.

TERM AND TERMINATION

The Term of this Agreement shall take hold for one year from the date we send you the order confirmation. Unless you cancel your agreement with us, we will automatically renew the Term. The cancellation request should be sent in written form at least two weeks (14 days) before the Term expires.

However, if you do not cancel the Term and you do not pay the renewal fee, your Royalty rate will inadvertently descend to 0% until you make full payment for the Term.

Upon termination of an agreement, we will cease all Services of use and distribution according to this Agreement. We will also inform our Retail Partners to remove any and all Recordings, materials and information uploaded through our Website. We however claim no responsibility for third party exploitation after we have notified them of your termination.

CANCELLATION AND REFUND

Unless otherwise specified, purchases from the Website are non-refundable after purchase. The amount paid for the initial submission and any other resubmission are not refundable under any circumstance.

OUR RIGHTS

We reserve the right to revise, discontinue or terminate the Website, its Services and this Agreement, at any time without prior notice. In the event that we do, we will refund you what you have paid in proportion to what services have been performed.

We will not be held responsible for any delay or failure in providing you the services or any kind of loss that were not caused by a breach on our part in accordance with this Agreement if this is because of actions beyond our reasonable control.

We assume no liability for indirect or consequential damages, loss of data or other inconveniences caused in any way by the use of the Website or the sale and exploitation of the Recordings, by any temporary or permanent errors in the Services.

The Company may assign its rights and obligations under this Agreement to any third party without your prior written consent. You are not entitled to assign any of your rights and obligations under this Agreement without the approval of the Company.

FORCE MAJEURE

We are not responsible or liable for failures in providing any of our services, if they are caused by extraordinary events beyond our control (“Force majeure”). These events include fires, tidal waves, earthquakes, hostilities, floods, war, invasion, embargo, revolution, civil war, riot, strikes, acts or threats of terrorism, lockouts, commotion, third party force majeure or an epidemic.

In an event of Force Majeure, each Party should reach out to each other as soon as possible, to notify the other Party of this and if possible, estimate when due fulfillment can be expected. You may cancel your services with us if your service is affected by Force Majeure and it has continued for more than 30 days.

LEGAL

The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of Delaware as the first instance.

You agree to indemnify and hold the Company, the Company Retail Partners or any of their affiliates harmless from and against any claims, liabilities, damages, losses or expenses that may have occurred due to you breaching this Agreement or against any third party.

If any part of this Agreement or application of it shall be declared or deemed void, invalid or unenforceable, it shall be deleted and the remaining provisions, if any, will remain in full force and effect.

Any legal action or proceeding arising under the Terms of Service shall be brought exclusively in courts located in the State and County of Delaware, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. The parties in this agreement waive their individual rights to a trial by jury.

If a Party fails to enforce any right or provision of the Terms of Service, the Party will not be deemed a waiver of such right or provision.

CONTACT US

For further inquiries or requests regarding the Terms and Conditions, kindly contact our Customer Service at customerservice@irockdistro.com, +1 (800) 261-3506 or visit:

I Rock Music Inc.

9 E Loockerman St STE 202

Dover, DE 19901