BeatStars YouTube Content ID and Fingerprinting Terms of Service

PLEASE READ THESE BEATSTARS YOUTUBE CONTENT ID AND FINGERPRINTING TERMS OF SERVICE (“TERMS OF SERVICE” OR “TERMS”) CAREFULLY, AS IT SETS FORTH THE LEGALLY BINDING TERMS OF SERVICE BETWEEN YOU AND BEATSTARS INC. (“BEATSTARS”), REGARDING YOUR USE OF THE BEATSTARS YOUTUBE CONTENT ID AND FINGERPRINTING  SERVICE AS PROVIDED BY BEATSTARS (THE “SERVICE(S)”). IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT USE THE SERVICES DESCRIBED BELOW. YOU MUST ACCEPT AND ABIDE BY THESE TERMS OF SERVICE AS PRESENTED TO YOU. BEATSTARS MAY REFUSE ACCESS TO THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THESE TERMS OF SERVICE. THESE TERMS OF SERVICE REQUIRE YOU TO ARBITRATE ANY DISPUTES YOU HAVE WITH BEATSTARS AND, BY AGREEING TO THESE TERMS OF SERVICE, YOU WAIVE THE ABILITY TO BRING CLAIMS AGAINST BEATSTARS IN A CLASS ACTION FORMAT.

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1. Access

• Access to the Service is provided solely as an accommodation and at BeatStars' sole discretion, and is available only to (i) users and/or authorized representative(s) of an entity or users, that have a current and valid Agreement with BeatStars. Your access to the Service may be further limited by the BeatStars in our sole discretion. By using the Service, you acknowledge and accept these Terms of Service, the BeatStars Terms of Service, the BeatStars Privacy Policy, and consent to the sharing, collection and use of your data between BeatStars and its affiliated companies, in accordance with the BeatStars Privacy Policy.‍
• IN THE EVENT THAT THE BEATSTARS TERMS OF SERVICE, THESE TERMS OF SERVICE CONFLICT, THESE TERMS OF SERVICE WILL CONTROL, WITH THE UNDERSTANDING THAT ALL REASONABLE EFFORTS WILL BE MADE TO ENSURE THAT THE TERMS FIT CONGRUENTLY TOGETHER
• THESE TERMS OF SERVICE, WHEN ACCEPTED BY YOU BY CLICKING “I AGREE” OR “I ACCEPT”, WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND BEATSTARS  WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, WRITER, AND/OR CORPORATION, IN WHICH CASE “YOU”, “YOUR”, OR THE LIKE HEREUNDER REFERS TO THE ARTIST, BAND, GROUP, WRITER, AND/OR CORPORATION ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THESE TERMS OF SERVICE IS THE DATE ON WHICH YOU CLICK THE “I AGREE” OR “I ACCEPT” BUTTON.
• BEATSTARS RESERVES THE RIGHT TO ADD, DELETE, AND/OR MODIFY ANY OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF SERVICE. IN THE EVENT OF SUBSTANTIVE CHANGES TO THESE TERMS OF SERVICE, YOU WILL BE NOTIFIED BY EMAIL, THROUGH YOUR ACCOUNT PAGE ON THE BEATSTARS WEBSITE, OR ANY OTHER APPLICABLE MEANS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO DISCONTINUE USE OF THE SERVICES. YOUR CONTINUED USE OF THE SERVICES FOLLOWING POSTING OF A CHANGE NOTICE OR NEW TERMS OF SERVICE ON THE BEATSTARS WEBSITE OR NOTICE TO YOU VIA EMAIL, WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGES.
• YOU ARE RESPONSIBLE FOR MAINTAINING A VALID EMAIL ADDRESS ON FILE WITH BEATSTARS FOR SO LONG AS YOU AVAIL YOURSELF OF ANY SERVICES.

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2. Using the Service

This is an exclusive licensing agreement allowing BeatStars to monetize your Content with YouTube Content ID with any other available fingerprint services made available with the Service. These Terms of Service apply to the songs you select for monetization during the Term. Content means any audio, visual, and/or audiovisual media (including without limitation, motion pictures, photographs and videos [including those posted by third parties], and all associated meta­data including the names, likenesses, trademarks and trade names in all such media and metadata), which is solely owned or controlled by you and any and all Content owned or controlled by you during the Term including, without limitation, the Master Recordings and/or musical compositions embodied therein.  Either party may submit potential Content for approval to the other party. Such approval may be given by email to the applicable email address set forth in the notice provision hereunder.The will services consist of BeatStars fingerprinting your Content and detecting the use of the Content in videos or social media.

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3.  Territory

The territory should be throughout the world and universe.

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4.  Term and Cancellation

The term of this Agreement (the “Term”) shall commence upon the Effective Date and shall subsist until the date which is one (1) month following the date hereof. Thereafter, the Term shall automatically renew for successive and consecutive one (1) month periods unless and until terminated by either party by either party providing notice to the other at least thirty (30) days prior to the end of the applicable initial Term or renewal period. The "Collection Period" for the Content shall commence upon the expiration or termination of the Term and shall continue for the later of: (i) one (1) month thereafter, or (ii) the last date which BeatStars is able to stop collecting on behalf of your Content. The Term and your enrollment in the Service will continue until you send a cancellation request per the cancellation process described herein. You may cancel the Term and your enrollment in the Service by sending an email to support@beatstars.com. Cancellation shall be effective at the end of the Term. All fees including, but not limited to, sign-up fees, subscriptions fees, are non-refundable, irrevocable, and shall survive the cancellation of this Agreement. You are solely responsible for all charges, fees, duties, remuneration, revenue sharing, sharing of ownership interests arising out of any use of the Service.

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5.  BeatStars Claiming Rights

During the Term and Collection Period and within the Territory, You hereby grant BeatStars and its third party partners, licensees, and affiliates the exclusive right to: (i) monitor your Content for the reproduction, distribution, public performance, public display, and synchronization of the Content with user-uploaded videos and monetize and/or claim the Content; (ii) collect any and all monies derived from such monetization and/or claiming of your Content;  (iii) block, disable, and/or takedown Unauthorized Content; (iv) create, on behalf of You, art tracks using the Content hereunder (including, where applicable, lyrics) (“Art Tracks”); and (v) send DMCA take­down notices to Media channels distributing videos containing links to unauthorized downloads of the Content (collectively, such activities are “Content Claiming”). You grant BeatStars and its third party partners, licensees, and affiliates the non-exclusive right to use your name, image, voice, signature, biography, and likeness in and in connection with the exploitation of your Content.  You grant to BeatStars the right to change the duration, transcode, resize and reformat your Content insofar as necessary to repurpose, watermark, and/or fingerprint the Content for monitoring in accordance with the purpose of this license. In connection with the Art Tracks, all album artwork, cover art and any other materials utilized in connection with the Content in the Media by You (e.g., album art contained on SoundCloud) is hereby approved for BeatStars use in connection with the Art Tracks.

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6.  Royaltes and Accounting

1. BeatStars shall pay You, conditioned upon your satisfaction of all covenants and conditions contained herein, eighty percent (80%) of the Net Revenue actually received by the BeatStars in connection with Content Claiming of your Content (the “Net Royalty”). Net Royalty means gross revenue actually received by BeatStars from Claiming your Content (as defined herein), less BeatStars out-of-pocket collection costs, including but not limited to, third-party transaction processing costs and fees.
2. BeatStars shall, on a quarterly basis (i) render a statement detailing the Net Royalty, and any applicable adjustments and (ii) pay You the Net Royalty (as defined herein) payable to You hereunder, less any applicable withholdings required by any relevant jurisdiction. If BeatStars inadvertently pays You an amount greater than your share of the Net Royalty, BeatStars shall have the right in its sole discretion to (i) request that the overpaid amount be promptly returned; or (ii) deem such overpayments as Recoupable Expenses. BeatStars shall not be required to make the foregoing accounting if the Net Royalty for any given quarterly period does not exceed One Hundred Dollars ($100). BeatStars may make adjustments for chargebacks and refunds and shall have the right to make other adjustments.  BeatStars shall have the absolute right in accounting to You to rely upon the statements received by BeatStars from applicable income sources, service providers, and BeatStars shall not be responsible in any manner for any error, omission or other inaccuracy of any such statement. Net Royalty for exploitations outside of the United States of America shall be computed in the national currency in which BeatStars is paid and You shall be paid to You at the same rate of exchange at which BeatStars is paid.
3. All statements rendered by BeatStars to You pursuant to the above subsection 6(b) above and all other accounts, shall be binding upon You and not subject to any objection by You for any reason unless specific objection in writing, stating the basis thereof, is given to BeatStars within twelve (12)  months from the date rendered.  You shall be foreclosed from maintaining any action, claim or proceeding against BeatStars in any forum or tribunal with respect to any statement or accounting due hereunder unless such action, claim or proceeding is commenced against BeatStars in a court of competent jurisdiction within two (2) years after the date such statement or accounting is rendered; after such date such statement shall be binding.  If You commence any suit on any controversy or claim concerning the Net Royalty accountings rendered to You under this Agreement in a court of competent jurisdiction, the scope of the proceeding will be limited to determination of the amount of the Net Royalty due for the accounting periods concerned, and the court will have no authority to consider any other issues or award any relief except recovery of any royalties found owing.  Your recovery of its share of such Net Royalty will be the sole remedy available to You by reason of any claim related to your royalty accountings.  Without limiting the generality of the preceding sentence, You will not have any right to seek termination of this Agreement or avoid the performance of your  obligations under this Agreement by reason of any such claim. You will not have a right to injunction hereunder, or avoid the performance of your  obligations under this Agreement by reason of any such claim.

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7.  Your Information

You agree to provide accurate, current, and complete information ("User Data") required to BeatStars, and at other points as may be required in the course of using the Service. You hereby confirm that any User Data you already have provided to BeatStars (including, without limitation, through prior use of BeatStars has been accurate, current and complete and can be shared with BeatStars Service Providers, and BeatStars Business Partners in accordance with our BeatStars Privacy Policy. Failure to provide, maintain, and/or update your User Date may result in the termination of your BeatStars Account.

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8.  Changes

BeatStars retains the right to modify, update, or terminate access to the Service and any related or unrelated services at any time. BeatStars reserves the right at any time to modify these Terms of Service and to impose new or additional terms or conditions on your use of the Service. We will inform you of any proposed modifications (e.g., by email; through your account page on the BeatStars website, or any other applicable means) and you may terminate the Service if you do not wish to accept the applicable Term, subject to Section 4 above. Otherwise, such modifications and additional terms and conditions will be deemed accepted and incorporated into this Agreement.

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9.  Third Party Services

BeatStars Services may be integrated with third party links, websites, and services (“Third Party Services”) to make Track(s) and/or services available to you. Any of these Third Party Services, may have their own terms and conditions of use and privacy policies and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. You agree that BeatStars is not responsible or liable for any such Third Party Service, including, but not limited to any transaction you may enter into with the provider of any such Third Party Service.

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10.  Warranties and Indemnification

You hereby warrant and represent to BeatStars as follows:

1. You are at least eighteen (18) years of age, or have the authorization of a parent or legal guardian to enter these Terms of Service;

2. You are not bound by any agreement that would prohibit you from entering into this Terms of Service;

3. All registration information and other information you submit to BeatStars is and will remain truthful and accurate. You will notify BeatStars promptly if any information changes or needs to be updated. In the event BeatStars is put on notice with respect to a discrepancy or any inaccuracy with respect to any information provided by you, BeatStars shall have the right to suspend payments generated in connection with the any material(s) submitted by you if there is a question, discrepancy, or inaccuracy that may result in any potential harm and legal liability as it relates to BeatStars.

4. You have, and shall continue to have, the full right, capacity, power and authority to enter and fully perform under these Terms of Service. Without limiting the foregoing, no consent of any third party is required, nor shall it be required, in order to effectuate the grant of rights made to BeatStars under these Terms of Service, or BeatStars’ enjoyment of such rights and the proceeds thereof as contemplated hereunder.

5. Unless authorized hereunder, Neither the music, title, lyrics, images or other material comprising any Content, Recordings, Compositions, nor any part thereof is, or shall be a copy of, any other copyrighted work, or infringes or shall infringe upon any statutory or common law rights of any third party; or violates or shall violate any statutory or common law. Without limiting the foregoing, no Content embodies a “sample,” “interpolation,”  arrangement, or other portion of a recording and/or musical composition owned or controlled by a third party.

6. Your music, title, lyrics, images or other material comprising any Content, Recordings, Compositions any part thereof is are, and shall be free from, any adverse claims, liens or encumbrances of any kind by any person or entity. Furthermore, by submitting your Content to the Services, you acknowledge and agree that your Content is newly released, that you have not previously released and/or distributed it through any other channels or platforms, and that your Content does not contain any uncleared samples or royalty-free loops.

7. You will not submit the following types of content to the Service(s): some text
   • Any type of sound recordings for which exclusive copyrights are not held. This involves covers, unofficial remixes, karaoke or sound-alikes. For avoidance of doubt, compilations, live recordings and various artist ‘best of’ releases are generally ineligible, as copyrights to all compositions are likely not held;
   • Sound recordings or video footage of compositions in the public domain;
   • Insufficiently distinct content, also called ‘generic content’, which involves nature sounds, ambient sounds, ASMR, white noise, binaural audio, sound effects, loops, soundbeds, demos and meditative content (e.g., music for sleeping, etc);
   • Royalty free production music libraries typically licensed for use in game, film, TV or other soundtracks;
   • Assets that contain non-musical works including, but not limited to, audiobooks, podcasts, speeches, comedy recordings, film recordings, prayers, video gameplay footage;
   • Assets that contain more than one (1) piece of intellectual property (i.e., a song). A continuous mix, DJ mix, mashups, countdown lists, or compilation of tracks within one asset is ineligible;
   • Sound recordings that exceed a duration of 10 minutes; and/or
   • Sound recordings created primarily for use in a video game, such as the original score or background music accompanying a video game, which are owned by the video game’s publisher. This policy does not apply to licensed popular music, not originally created for the game.

8. You hereby indemnify BeatStars, its parents, subsidiaries, officers, representatives, employees, affiliates, successors, licensees, its affiliated publishers, its affiliated subpublishers, administrators and assigns (“BeatStars Party(ies)”) from any and all claims, or any claims arising out of or in connection with any act or omission of any third party in connection with your Content; (ii) your use of the Service and your activities in connection with the Service; (iii) your breach or alleged breach of these Terms of Service or any Additional Terms that relate to your use of the Service or BeatStars services; (iv) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities in connection with your use of the Service or your activities in connection with the Service; (v) information or material transmitted through your Device (e.g., computer, phone, etc.) or by you, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (vi) any misrepresentation made by you; and (vii) BeatStars use of your information or the material that you submit to us (including, but not limited to any intellectual property,  User-Generated Content, and/or Content) (all of the foregoing, "Claims and Losses"). You shall reimburse BeatStars on demand as it relates to your indemnification obligations herein.
9. You will repay BeatStars, promptly upon request therefore, for any costs and expenses incurred by it in connection with any claim related to a breach or alleged breach of the above representations and warranties, including, without limitation any copyright infringement claims or demand for money. In the event of any third party claim, or if we believe in our sole good faith discretion that any of your Content violates this Agreement,and/or  the rights of a third party such that a third party claim may arise, we may withhold sums due to you hereunder in an amount reasonably consistent with such claim or potential claim pending a final determination

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11.  Disclaimer of Warranties; Limitation of Liability

1. BEATSTARS DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME BEATSTARS MAY REMOVE THE OFFERING OF THE SERVICE (OR PARTICULAR PRODUCTS OR SERVICES THEREIN) FOR INDEFINITE PERIODS OF TIME, OR CEASE TO OFFER THE SERVICE IN ITS ENTIRETY, AT ANY TIME, WITHOUT NOTICE TO YOU.

2. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT.

3. BEATSTARS DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE  WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND BEATSTARS DISCLAIMS ANY LIABILITY RELATING THERETO.

4. TO THE EXTENT PERMITTED UNDER ANY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL ANY BEATSTARS PARTY BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, INCLUDING PERSONAL INJURY OR DEATH OR FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO:
   • THE SERVICE
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   • YOUR USE OF, OR INABILITY TO USE, THE SERVICE, OR THE PERFORMANCE OF THE SERVICE;
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   • ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY BEATSTARS OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR ACCESS TO OR USE OF THE SERVICE;
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   • ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS OR OTHER RIGHTS OWNERS;
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   • ANY INJURY OR DAMAGES YOU SUSTAIN DIRECTLY OR INDIRECTLY AS A RESULT OF YOUR USE OF THE SERVICE;
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   • ANY ERRORS OR OMISSIONS IN THE SERVICE'S TECHNICAL OPERATION; OR
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   • ANY DAMAGE TO YOUR OR ANY AUTHORIZED REPRESENTATIVE'S COMPUTER, HARDWARE, SOFTWARE, MODEM, OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE, OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING LOSSES OR DAMAGES IN THE FORM OF LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR EQUIPMENT FAILURE OR MALFUNCTION.

5. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY EVEN IF ANY OF THE FOREGOING EVENTS OR CIRCUMSTANCES WERE FORESEEABLE AND EVEN IF BEATSTARS WAS ADVISED OF, OR SHOULD HAVE KNOWN OF, THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, REGARDLESS OF WHETHER YOU BRING A LEGAL ACTION BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR TORT (INCLUDING WHETHER CAUSED, IN WHOLE OR IN PART, BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE SERVICE). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES OF THE SORT THAT ARE DESCRIBED ABOVE, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.‍
6. ‍EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BEATSTARS TOTAL LIABILITY TO YOU, FOR ANY AND ALL ALLEGED DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICE AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID BEATSTARS TO ACCESS THE SERVICE; PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY BEATSTARS.

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12.  Notices

BeatStars may send you notice with respect to the Services by sending an email message to the email address listed in your Account contact information or the business email address you provided to BeatStars, by sending a letter via postal mail to the contact address listed in your Account contact information, or by a posting on BeatStars associated services webpages. Notices shall become effective immediately, unless expressly stated otherwise in such notice.

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13.  Governing Law

You expressly agree that the laws of the State of Delaware, excluding its conflicts of law rules, govern these Terms of Service and your use of the Service, and that the exclusive jurisdiction for any proceeding relating in any way to your use of the Service for will be the Travis County in Austin, Texas. By accepting these Terms of Service, you hereby waive the right to object to the foregoing choice of law, personal jurisdiction or venue.

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14. Miscellaneous

These Terms of Service constitute the entire agreement between you and BeatStars and govern your use of the Services, superseding any prior agreements between you and BeatStars as it relates to the use of the Service. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions of these Terms of Service shall remain in full force and effect. BeatStars failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such right or provision, or any other right or provision of these Terms of Service. You shall not have the right to assign any of your obligations or rights hereunder and any unauthorized assignment by you shall be void ab initio. BeatStars will not be responsible for failures to fulfill any obligations due to causes beyond its control.