FANLINE MOBILE APPLICATION END USER LICENSE AGREEMENT

This Mobile Application End User License Agreement ("Agreement") sets forth legally binding terms between Users, Members, Visitors, and Web Administrators (collectively, "End User", "you", or "Licensee") and FANLINE, Inc. ("FANLINE") for your use of the FANLINE application (including all related documentation, the "Application"). The Application is licensed, not sold, to you.

  • Name of Application: FANLINE
  • Company Name: Burns Records KK
  • Director: Justin Mace
  • Company Address: 2601 La Tour Shiba Koen, 3-8-2 Shiba, Minato-ku Tokyo 105-0014
  • Customer Support: [email protected]

BY REGISTERING AND/OR LOGGING IN, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL AND USE THE APPLICATION.

  1. DESCRIPTION OF THE APPLICATION.

    The Application provides a platform for enabling direct communication, interaction, and engagement between celebrities, Musicians, Artists, experts, and other prominent individuals (“Entertainers”) and their admirers (“Fans”). A Fan may initiate communication with an Entertainer by using the Application’s chat function and selecting basic chat (text) or photo messaging. The Entertainer will use their best efforts to comply with any reasonable Fan requests for a Transaction and will respond within 48 hours. Chats are paid for via credits purchased in the iTunes store and Google Play. All credit purchases are final and no refunds will be provided; however, if a Fan does not receive the requested communication from an Entertainer that has been paid for with credits, the credits will be refunded to the Fan’s account and can be used for messaging access to other Entertainers.

  2. LICENSE GRANT.

    Subject to the terms of this Agreement, FANLINE grants you a limited, non-exclusive, and nontransferable license to download, install, and use the Application for your personal, non-commercial use on a single mobile device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Application's documentation.
  3. LICENSE RESTRICTIONS. Licensee shall not:

    1. Copy the Application, except as expressly permitted by this license;
    2. Modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
    3. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof
    4. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof
    5. Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or
    6. Remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.
  4. RESERVATION OF RIGHTS.

    You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions under this Agreement. FANLINE reserves and shall retain its entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

  5. COLLECTION AND USE OF YOUR INFORMATION

    You acknowledge that when you download, install, or use the Application, FANLINE may use automatic means (including, for example, cookies and web beacons) to collect information about your Mobile Device and about your use of the Application. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Application or some of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others. All information we collect through or in connection with this Application is subject to our Privacy Policy. By downloading, installing, using, and providing information to or through this Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

  6. GEOGRAPHIC RESTRICTIONS.

    FANLINE is based in the prefecture of Tokyo, Japan, and the Application is provided for access and use only by persons located in Japan. You acknowledge that you may not be able to access the Application outside of Japan and that access thereto may not be legal by certain persons or in certain countries. If you access the Application from outside Japan, you are responsible for compliance with local laws.

  7. UPDATES.

    FANLINE may from time to time, in its sole discretion, develop and provide Application updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that FANLINE has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet, either:

    1. (A) The Application will automatically download and install all available Updates; or
    2. (B) You may receive notice of or be prompted to download and install Updates.

      You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

  8. UNAUTHORIZED USE OF THE APPLICATION.

    You agree not to use the Application in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, including, but not limited to, FANLINE administrators, other users, and the Entertainers, and that FANLINE is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, or illegal messages or transmissions that you may receive as a result of using the Application. s

  9. ABUSIVE BEHAVIOR; VIOLATIONS OF TERMS OF USE.

    Any accounts and related accounts engaging in the activities specified below may be, at the sole discretion of FANLINE, temporarily locked and/or subject to permanent suspension. IF YOUR ACCOUNT IS PERMANENTLY SUSPENDED DUE TO VIOLATION OF THE TERMS OF USE, IN GENERAL, OR ABUSIVE BEHAVIOR, SPECIFICALLY, NEITHER YOUR CREDITS NOR YOUR PRIOR TRANSACTIONS WILL BE REFUNDED.

    1. PROHIBITED CONDUCT INCLUDES, BUT IS NOT LIMITED TO:
      1. Violent threats (direct or indirect): You agree not to make threats of violence or promote violence, including threatening or promoting terrorism; 
      2. Harassment: You agree not to incite or engage in the targeted abuse or harassment of FANLINE employees, other users, or Entertainers;
      3. Hateful conduct: You agree not to promote violence against or directly attack or threaten other people on the basis of race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, or disease;
      4. Multiple account abuse: You agree not to create multiple accounts for the purpose of overlapping uses or in order to evade the temporary or permanent suspension of a separate account;
      5. Private information: You agree not to publish or post other people's private and confidential information, such as credit card numbers, other payment information, street address, or Social Security/National Identity numbers, without their express authorization and permission. In addition, you agree not to post intimate photos or videos that were taken or distributed without the subject's consent;
      6. Impersonation: You agree not to impersonate others through the FANLINE service in a manner that is intended to or does mislead, confuse, or deceive others; and
      7. Graphic content: You agree not to use pornographic or excessively violent media in any images uploaded or posted on FANLINE.
    2. SOME OF THE FACTORS WE MAY CONSIDER WHEN EVALUATING ABUSIVE BEHAVIOR INCLUDES BUT IS NOT LIMITED TO:
      1. if a primary purpose of the reported account is to harass or send abusive messages to others;
      2. if the reported behavior is one-sided or includes threats;
      3. if the reported account is inciting others to harass another account; and
      4. if the reported account is sending harassing messages to an account from multiple accounts.
  10. THIRD PARTY CONTENT.

    2 The Application may display, include, or make available third-party content (including content provided by Entertainers and Fans as well as data, information, applications, and other products, services, and/or materials), or provide links to third-party websites or services, including through third-party advertising ("Third Party Content"). You acknowledge and agree that FANLINE is not responsible for Third Party Content, including its accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. FANLINE does not assume, and will not have, any liability or responsibility to you or any other person or entity for any Third Party Content. You acknowledge and agree that Third Party Content and links thereto are provided solely as a service and convenience to you, and that you access and use Third Party Content entirely at your own risk, and subject to such third parties' terms and conditions.

    You acknowledge and agree that the provision of access to any Third Party Content shall not constitute or imply any endorsement by FANLINE or its affiliates of such Third Party Content. FANLINE reserves the right to restrict or deny access to any Third Party Content otherwise accessible through the Application, although FANLINE has no obligation to restrict or deny access, even if requested by you.

    If you are a Fan, you agree that any Third Party Content provided by an Entertainer in response to your messaging request, including any text, photos, or videos provided by an Entertainer (“Entertainer Content”), is owned by the Entertainer, and is protected by applicable intellectual property and other laws, including, without limitation, pursuant to copyright, and that you will only access and view Entertainer Content via the Application and not use such Entertainer Content in any other way whatsoever. No portion of Entertainer Content may be reproduced, copied, or transmitted in any form or by any means, except through "sharing"; specifically, you have the right to share Entertainer Content on other social media platforms, but both FANLINE and the Entertainer retain the right and ability to request the Fan to remove the "shared" Content. Failure to do so within twenty-four (24) hours will result in termination of the Fan's account and forfeiture of any unused credits or funds.

    Furthermore, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on Entertainer Content, in any manner, and you shall not exploit Entertainer Content in any way whatsoever. You agree that you will not use any Entertainer Content in a manner that would infringe or violate the rights of the Entertainer or any other party, and that FANLINE is not in any way responsible for any such use by you.

    If you are an Entertainer, FANLINE acknowledges that you are the sole and exclusive owner of your Entertainer Content; however, you grant to FANLINE a perpetual, irrevocable, non-terminable, worldwide, royalty-free and non-exclusive license to use, copy, distribute, publicly display, modify, create derivative works, and sublicense your Entertainer Content, in any media, as reasonably necessary for FANLINE to provide the Application services.

  11. TERM AND TERMINATION.

    The term of Agreement commences upon your use of the Application, and continues for as long as you use the Application. You may terminate this Agreement by deleting the Application and all copies thereof from your Mobile Device. FANLINE may terminate this Agreement at any time without notice if it ceases to support the Application, which FANLINE may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

    Upon termination, all rights granted to you under this Agreement will also terminate, and you must cease all use of the Application and delete all copies of the Application from your Mobile Device and account.

    Termination will not limit any of FANLINE's rights or remedies at law or in equity.

  12. DISCLAIMER OF WARRANTIES.

    THE APPLICATION IS PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FANLINE, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

    WITHOUT LIMITATION TO THE FOREGOING, FANLINE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, FANLINE SPECIFICALLY DOES NOT REPRESENT THAT ANY ENTERTAINER COMMUNICATIONS OR CONTENT WILL MEET THE EXPECTATIONS OF ANY FAN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

  13. LIMITATION OF LIABILITY.

    TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FANLINE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

    PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR

    DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR CREDITS TO BE USED IN THE APPLICATION WITH RESPECT TO THE MATTER GIVING RISE TO THE LIABILITY.

    THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, OR FANLINE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

  14. INDEMNIFICATION.

    You agree to indemnify, defend, and hold harmless FANLINE and its officers, directors, employees, agents, affiliates, successors, and assignors from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement. Furthermore, you agree that FANLINE assumes no responsibility for the content you submit or make available through this Application.

  15. SEVERABILITY.

    If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term, and all other provisions of this Agreement will continue in full force and effect.

  16. RBITRATION CLAUSE; GOVERNING LAW.

    This Agreement shall be governed by and construed in accordance with the laws of Japan without reference to its principles governing conflicts of laws. Any dispute, controversy, or claim with the exceptions of enforcement of an award, order, or decree of arbitration, arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in Tokyo, Japan, in accordance with Commercial Arbitration Rules of the Japan Commercial Arbitration Association ("JCAA"). The arbitration will be conducted solely in English, unless one party requests, and bears all costs of, an additional language. The arbitrator shall be a licensed attorney with at least ten years' post-qualification experience. The arbitrator shall provide reasoning for the award, and the award shall be final and binding upon both parties. Judgment upon the award may be entered in any court having jurisdiction thereof.

    This arbitration agreement shall not limit either party's right to seek and obtain emergency or interim relief from any court of competent jurisdiction.

  17. LIMITATION OF TIME TO FILE CLAIMS.

    ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  18. ENTIRE AGREEMENT.

    This Agreement and our Privacy Policy (and if you are an Entertainer, our "Entertainer Services Agreement" with you) constitute the entire agreement between you and FANLINE with respect to the Application, and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

  19. WAIVER.

    No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

ENTERTAINER SERVICES AGREEMENT

FANLINE welcomes you as an Entertainer! In addition to the End User License Agreement (“EULA” or the "Agreement") for the FANLINE application you have agreed to, we require that Entertainers acknowledge and agree to the following Terms of Service:

  1. Compensation.

    FANLINE will compensate you based upon your successfully completed messaging transactions (“Transactions”) with Fans (as defined in the EULA).

    1. For each Transaction, FANLINE will deposit into your FANLINE account funds equal to 70 percent (70%) of the value of the credits that the Fan paid for the Transaction via messaging and funds equal to 100 percent (100%) of the value of the credits that the Fans paid for music after third party platforms such as Google Play or the Apple App Store receive 30%.
    2. Upon making a withdrawal request, FANLINE will transfer to you, through PayPal or a linked bank account, all funds deposited into your FANLINE account for Transactions. FANLINE will have no other compensation obligations to you. You are solely responsible for any expenses you may incur with respect to Transactions.
    3. You may decide how many credits a Fan must pay to engage in a particular type of Transaction with you, such as text, video, and Birthday messages. You acknowledge that FANLINE, in its sole discretion, can restrict you from making changes to the credit amount a fan must pay to engage in a particular type of transaction with you.
    4. You agree to provide us with any tax reporting information we may reasonably require (e.g., submission of a Form 1099) before FANLINE makes any payments to you.
  2. Completion of Transactions.

    You agree to (a) respond to each Fan's request for a Transaction within 48 hours of the posting of such request, and (b) use your best efforts to comply with any reasonable Fan requests for a Transaction that are consistent with the EULA.

  3. Credit Reimbursement to Fans.

    You acknowledge that some Fans may be dissatisfied with their Transactions with you, and subsequently request that FANLINE reimburse the credits paid for a particular Transaction. In such cases, FANLINE will review the Transaction and decide, in its sole discretion, whether the Fan's dispute of the Transaction(s) is valid or not. If FANLINE determines that the Fan's dispute of the Transaction is valid, FANLINE will reimburse to the Fan the credits the Fan paid for the Transaction, and you will not be compensated for such Transaction. If you have already withdrawn the funds in question, you will be obligated to pay the amount owed to FANLINE, and/or you acknowledge that FANLINE may withhold any future funds to cover the Fan's reimbursement. If you disagree with FANLINE's decision to reimburse a Fan, you agree that your only recourse is to terminate your relationship with FANLINE.

  4. Publicity.

    You agree that FANLINE may (a) publicly disclose that you are a FANLINE Entertainer in its publicity and marketing materials, and (b) use your name and image in promoting and advertising FANLINE's application.

  5. TERMINATION.

    Either you or FANLINE may terminate these Terms of Service at any time upon written notice (including by email) to the other party. Upon termination, FANLINE will pay to you any outstanding compensation owed to you under these Terms of Service for successfully completed Transactions, but will have no other obligations or liability to you.

  6. Payments; Fees; Taxes.

    (a) Payment Method. You are required to have an account at PayPal (as defined in Section 6(b), below, located at www.paypal.com in order to receive payments from FANLINE in regards to your Net Income (as defined in Section 3(d), below) and to provide FANLINE with the e-mail address associated with your PayPal Account. Alternatively, you may choose to have a Bank Account registered with FANLINE.

    (b) PayPal Account. The term "PayPal Account" shall be defined as your account, which is provided to you and maintained by PayPal located at www.paypal.com. Any objection relating to a payment rendered to your PayPal Account or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than six (6) months after the date the payment is rendered, and you hereby waive any longer statute of limitations that may be permitted by local or federal law. You agree that FANLINE is not responsible for any incorrectly routed payments to your PayPal account (whether by accident or by you providing invalid PayPal credentials), loss of monies from your PayPal Account due to unauthorized access, fraud, or termination of your PayPal Account by PayPal.

    (c) Net Income. "Net Income" shall be defined as FANLINE's actual receipts from Digital Stores less any fee(s), tax, or other bank charge(s) related to the sale of your Recordings. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than six (6) months after the date the payment is rendered, and you hereby waive any longer statute of limitations that may be permitted by local or federal law.

    (d) Payment Structure. With respect to the total revenue from sales of the Contents in the Entertainer's account, the Entertainer and FANLINE will both receive 100% of the proceeds, after third party platforms such as Google Play or the Apple App Store receive 30%.

    (e) Withdrawal of Funds. When the balance of the Revenue Share exceeds 1,000 Japanese Yen, or the equivalent in another currency (hereinafter referred to as the "Minimum Payment Amount"), then the Entertainer may make a request for a payment in a manner designated by FANLINE. Upon approval, FANLINE will transfer to the Entertainer the balance of the Revenue Share as of the end of the calendar month from when FANLINE received such a payment request, within approximately 45 days from the date on which FANLINE receives such payment request. No interest shall accrue on any payment of the Revenue Share made to Entertainers in accordance with the schedules above. 

    (f) Fees. Any fees associated with transfer of the Revenue Share will be borne by the Entertainer, and FANLINE may deduct such fees from the transferring Revenue Share. Unless otherwise set forth, the amount of Revenue Share will be calculated and transferred in Japanese Yen, and any foreign exchange fees associated with the transfer of the Revenue Share will be borne by the Entertainer.

    (g) Taxes.

    1. In the event that any distribution of the Contents is subject to any consumption tax or other value-added taxes (collectively, "VAT") in accordance with applicable laws and regulations, FANLINE may determine the distribution price for the Contents to be inclusive of such VAT.
    2. In the event that any payment of the Revenue Share to an Entertainer is subject to any VAT in accordance with applicable laws and regulations, FANLINE will pay such VAT to the Entertainer.
    3. In the event that any payment of the Revenue Share is subject to any withholding tax or other similar taxes (collectively, the "Withholding Tax"), FANLINE will deduct such Withholding Tax from the Revenue Share to be paid. If FANLINE receives valid documentation for reduction or exemption of the Withholding Tax from the Entertainer, FANLINE will take the necessary procedures to apply such reduction or exemption to subsequent payments.
    4. Any fees associated with preparation and provision of documents or taxes shall be borne by the Entertainer, and FANLINE may deduct such reasonable fees from the balance of the Revenue Share in the account of the Entertainer.
    5. Entertainers are deemed to have waived the right to receive the Revenue Share in the following cases:

      the Entertainer breaches the Terms of the Addendum or any signed documents or agreements signed in conjunction with the Addendum;

      the Entertainer's account is deleted;

      the Entertainer does not designate how to receive the Revenue Share within one (1) year after receiving notice from FANLINE directing the Entertainer to do so;

      the Entertainer does not receive the Revenue Share within one (1) year after receiving a notice from FANLINE directing the creator to do so;

      if FANLINE has been unable to contact the Entertainer for one (1) year through the contact information registered by the Entertainer; or

      The total amount of the Revenue Share not yet received does not exceed the Minimum Payment Amount at termination of the Service by FANLINE.

    MUSIC DISTRIBUTION AGREEMENT

    Welcome to the FANLINE Artist Agreement (together with any and all applicable Addenda, the "Agreement"), between you and FANLINE (a division of Burns Records, along with our licensees and assignees collectively referred to in this Agreement as "us," "we," and "FANLINE"). This Agreement contains the general terms and conditions under which FANLINE offers, and if you choose to utilize, the Digital Download and Distribution (as defined below). The Digital Download Addendum and/or the Consignment Service Addendum (each an “Addendum” and collectively the “Addenda”) will apply as applicable. Use of the Services, including through the submission of sound recordings (and the musical works embodied therein) for distribution by FANLINE through the FANLINE Mobile Application (and the musical works embodied therein) constitutes your agreement to and acceptance of this Agreement and any applicable Addendum.

  • BACKGROUND.

    THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER CLICKING “I AGREE”, WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND US, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR AN ARTIST, BAND, GROUP, OR ENTITY, IN WHICH CASE “YOU” SHALL REFER TO THE ARTIST, BAND, GROUP, OR ENTITY ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. THEREFORE, PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE”. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW.

    We reserve the right to add, delete, and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions below. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between you and FANLINE that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, you will be notified by email. 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 agreement on the Site or notice to you via e-mail, will constitute your binding acceptance of the changes.

    YOU ARE RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH FANLINE FOR SO LONG AS YOU AVAIL YOURSELF OF ANY OF ITS SERVICES.

  • 1. Terms of Service.

    This Agreement is incorporated into, and subject to, the Terms of Service (http://www.fanline.com/terms)("TOS"). All initially-capitalized terms not defined in this Agreement are defined in the TOS.
  • 2. Authorization.

    You hereby appoint us as your authorized representative for the sale and other distribution of “Your Content” (as defined below). Accordingly, you hereby grant to us and our “Licensees” (as defined below) the non-exclusive right, during the "Term" (as defined below) and throughout the “Authorized Territory” (as defined below), to:

    (a) Publicly perform, publicly display, communicate to the public, and otherwise make available Your Content and Clips, by means of digital audio transmissions (on an interactive or non-interactive basis) through the Mobile Application, to identify the availability of Your Content for license, sale, or distribution, and to promote Your Content, on a through-to-the-listener basis, without the payment of any fees or royalties to (i) the songwriters, composers, or music publishers owning any rights in and to Your Content; (ii) any performing artist(s) (including non-featured vocalists and musicians) on Your Content; (iii) any other person involved in the creation of or owning any portion of Your Content, including, but not limited to a record label; and (iv) any agents for any of the foregoing, including, without limitation, performing rights organizations (“PROs”) and unions or guilds, whether U.S.-based (such as ASCAP, BMI, SESAC, SoundExchange, AFTRA and AFM, etc.) or foreign (e.g., PRS for Music, PPL, CMRRA, CSI, GEMA, etc.);
    (b) Distribute Your Content in accordance with any applicable Addendum;
    (c) Place or embed Your Content in magazines, web sites, FANLINE advertisements, and any and all other media, whether now known or hereafter developed, but specifically excluding television and movies, to promote the FANLINE Service;
    (d) Use and distribute Copyright Management Information as embodied in a Digital Master of Your Content;
    (e) Use Your Content and metadata as may be reasonably necessary or desirable for us to exercise our rights under this Agreement; and
    (f) Authorize our Licensees to perform any one or more of the activities specified above or in an applicable Addendum.
  • 3. Term.

    The term of this Agreement will commence on the Effective Date and will continue, unless and until terminated by either you or us, upon twenty-four (24) hours written notice (the “Term”), which notice, if sent by (a) FANLINE to you, may be sent to you at the last e-mail address you provided to FANLINE; and (b) you to FANLINE, must be sent only to the following e-mail address: [email protected] with the following information: (i) your username; (ii) the e-mail address associated with your Account; (iii) all album titles for which you are requesting termination; and (iv) which Services you are terminating (e.g., Digital Distribution, and/or Sync Distribution).

    Any termination notice provided by you pursuant to this section shall be permanent and irreversible. Notwithstanding anything to the contrary herein, FANLINE may at any time in its sole discretion, with or without notice to you: (i) suspend or limit your access to or your use of the Services; and/or (ii) suspend or limit your access to your Account (as further defined, below).

  • 4. Payments to You; Records; Taxes.

    (a) Pricing the Sale of Your Content. Except as otherwise set forth in an Addendum, you will have the discretion to set the pricing for the sale of Your Content on the Mobile Application. FANLINE reserves the sole and exclusive right to set the pricing for any digital audio transmissions of Your Content, whether on an interactive or non-interactive basis, provided that Your Content will be priced the same as all other content on the Service licensed by FANLINE for interactive or non-interactive digital audio transmissions. You will not be subject to additional set-up fees and charges such as administering mechanical royalties for the reproduction and distribution of musical works (as applicable).
    (b) Record-keeping. We will maintain records which report the sales of Your Content, and which can be disclosed to you, if necessary, by explicit request.
    (c) Tax Information. FANLINE will use its reasonable efforts to collect sales and other taxes owed on the sale of Your Content (“Sales Tax”), and to remit such Sales Tax on your behalf to relevant government authorities. Notwithstanding the above, in all events, you acknowledge and agree that you are ultimately responsible for the payment of taxes owed in connection with the sale or distribution of Your Content pursuant to this Agreement, and you hereby indemnify FANLINE for any tax that may be owed in addition to those amounts collected and remitted on your behalf by FANLINE.
  • 5. Your Obligations.

    (a) You, or a licensee acting on your behalf, will be responsible for obtaining and paying for any and all clearances or licenses required in the Authorized Territory (or any portion thereof) for the use of any musical works embodied in Your Content. Without limiting the generality of the foregoing, you (either directly or through a third party acting on your behalf) shall be responsible for and shall pay: (i) any royalties and other sums due to artists (featured and non-featured), authors, co-authors, copyright owners, and co-owners, producers, engineers, and any other record royalty participants from sales or other uses of Your Content; (ii) all mechanical royalties or other sums payable to music publishers and/or authors or co-authors of musical compositions embodied in Your Content from sales or other uses of Your Content; (iii) all payments that may be required under any collective bargaining agreements applicable to you or any third party (e.g., to unions or guilds such as AFM or AFTRA); and (iv) any other royalties, fees and/or sums payable with respect to Your Content or other materials provided by you to us.

    You further agree that the amount payable to you is inclusive of any so-called “artist royalties” that might otherwise be required to be paid for sales or exploitations pursuant to the applicable laws of any jurisdiction and for any public performances, public displays, or communications to the public of the sound recordings and musical works constituting Your Content.

    (b) Parental Advisory Labeling. If applicable to you for Your Content in your jurisdiction, you will be responsible for complying with the Recording Industry Association of America’s (“RIAA”) Parental Advisory Logo (“PAL”) Standards for so long as you use the Services. Information about the RIAA PAL Program is available here: http://www.riaa.com/resources-learning/parental-advisory-label/

    FANLINE IS IN NO WAY RESPONSIBLE OR LIABLE FOR YOUR FAILURE TO ADHERE TO THESE STANDARDS, OR ANY OTHER APPLICABLE RULES, REGULATIONS, LAWS, OR STANDARDS IN YOUR TERRITORY.

  • 6. Right to Withdraw Material; Termination of Authorizations to Licensees.

    You have the right, at any time during the Term, to withdraw the authorizations set forth above for the sale or other uses of all or any portion of Your Content, upon written notice to us (a “Withdrawal Notice”), or to terminate this Agreement pursuant to Section 3 of this Agreement (a “Termination Notice”). Upon receipt of a Withdrawal Notice with respect to any of Your Content or a Termination Notice with respect to all of Your Content, we will promptly remove those elements of Your Content covered by such Withdrawal Notice or Termination Notice, as the case may be, from the Website (and in no event more than five (5) business days following receipt of a Withdrawal Notice or Termination Notice), and shall, within five (5) business days following our receipt of a Withdrawal Notice or Termination Notice, advise our Licensees via a “Takedown Notice” that they are no longer authorized to sell or offer for any other use those elements of Your Content covered by such Takedown Notice. Your submission of a Withdrawal Notice or Termination Notice shall not in any way limit the authorizations granted to us or any Licensees prior to the implementation of your Withdrawal Notice or Termination Notice, and will not limit in any way the rights of end users who have acquired Your Content.

    FANLINE is not responsible for, and has no liability for, any delays from our Licensees in removing Your Content from the Mobile Application owned or operated by such Licensees. You shall remain solely responsible for enforcing the removal of Your Content from our Licensees’ Mobile Application in the event such Licensees fail to remove Your Content following receipt of a Takedown Notice or following the termination of any rights granted to such Licensees by FANLINE; provided, however, that FANLINE may, in its sole and absolute discretion, continue to assist you to effectuate the removal of Your Content from Licensees’ websites and services. FANLINE may, but need not, provide you with notice in the event FANLINE terminates or allows to expire any authorizations previously granted to a Licensee for the distribution of Your Content. Nothing in this Agreement shall limit any remedies you may have at law or in equity against any Licensee that is using Your Content in violation of the terms of any license granted to such Licensee by you or FANLINE.

  • 7. Names and Likenesses; Promotional Use and Opportunities.

    (a) Name and Likeness of Artists and Songwriters. You hereby grant to FANLINE during the Term the right to use and to authorize our Licensees to use the names and approved likenesses of, and biographical material concerning, any artists, bands, producers, and/or songwriters, as well as track and/or album name, and all artwork related to your sound recordings or audiovisual works, in any marketing materials for the sale, promotion, and advertising of Your Content, which is offered for sale or other use under the terms of this Agreement (e.g., an artist or band name and likeness may be used in an informational fashion, such as by textual displays or other informational passages, to identify and represent authorship, production credits, and performances of the applicable artist or band in connection with the exploitation of Your Content).
    (b) Promotion. You hereby grant to FANLINE and our Licensees the right to market, promote, and advertise Your Content as available for purchase or license, in any and all media, whether now known or hereafter developed, as we and they determine in our and their discretion.
    (c) Customer Information. FANLINE may, from time to time, provide you with information relating to customers that purchase Your Content, subject to our privacy policy and the preferences of our customers. You may only use and disclose this information to a third party for internal record keeping purposes, and may not otherwise disclose any of this information to any other parties for any other purpose.
  • 8. Ownership.

    Subject to our rights hereunder or under any prior agreement between you and us, as between you and us, all right, title, and interest in and to

    1. Your Content;
    2. The Digital Masters;
    3. The Clips;
    4. all copyrights and equivalent rights embodied therein; and
    5. all materials furnished by you, will be yours.
  • 9. Modification, Termination and Effect of Termination.

    (a) Modification of Agreement. We reserve the right to change, modify, add to, or remove all or part of this Agreement, in our sole discretion, at any time and from time to time. Notice of any material change will be sent to you by electronic mail at least fifteen (15) days prior to its effective date. If the e-mail you have provided to us is no longer functioning, then, in addition to any other remedies we may have with respect to your Account and use of the Services, we shall be authorized to communicate with you via any other reasonable manner we may choose in our sole discretion, including through notice on the web page through which you access your Account information or via any accounting statement. The most recent date of this Agreement shall be identified on the first page hereof. In the event that you do not consent to any such proposed changes in the Agreement, your sole recourse shall be to terminate this Agreement by notice to us, and your failure to submit a Termination Notice within fifteen (15) days of the date of our notice to you shall constitute your acceptance of such changes to the extent Your Content is still available through the Services. To terminate your Agreement, you must send a Termination Notice to [email protected] and include in the subject line of your e-mail “Termination of Artist Agreement”.
  • (b) Consequences of Termination. The expiration or termination of the Agreement will not relieve either you or us from our respective obligations incurred prior to the effective date of your termination of the Agreement. In addition, provisions of this Agreement intended to survive the termination of this Agreement shall survive termination, including, but not limited to, the Indemnification, Disclaimers, Limitation of Liability, Basis of the Bargain, and General Provisions.
  • 10. Monitoring of Your Content; Removal of Content from Mobile Application.

    (a) Monitoring. FANLINE does not control Your Content and does not have any obligation to monitor Your Content for any purpose. FANLINE may choose, in its sole discretion, to monitor, review, or otherwise access some or all of Your Content, but by doing so FANLINE assumes no responsibility for Your Content, no obligation to modify or remove any inappropriate elements of Your Content, or to monitor, review, or otherwise access any other artist’s content or artwork.
    (b) Right of Removal. FANLINE reserves the right, in its sole and absolute discretion, to remove any of Your Content from the Mobile Application if such content:
    1. is patently offensive, pornographic, or defamatory;
    2. is the subject of a dispute between you or us and a third party;
    3. is content to which you cannot document your rights therein upon FANLINE’s request;
    4. violates the intellectual property rights or other protected interests of a third party;
    5. is the subject of a takedown notice by a party claiming to own the rights therein;
    6. is the subject of any fraudulent activity; or
    7. for any other reason in FANLINE’s sole and absolute judgment that is necessary to protect the business interests of FANLINE and any of its business partners or Licensees.

    FANLINE may also remove Your Content from the Mobile Application if you are abusive, rude, or provide false or intentionally misleading information to any FANLINE employees or agents. FANLINE shall have no liability to you for the removal of any of Your Content from the Mobile Application or any Licensee website or service other than to provide you a credit (but not a refund) for any fees previously paid by you for making Your Content available via the Mobile Application or through Licensees. The removal of any of Your Content shall not relieve FANLINE of the obligation to pay you any royalties that may have accrued prior to the removal of Your Content.

    (c) No Termination Due to Removal. This Agreement shall not be terminated automatically by FANLINE’s removal of Your Content from the Mobile Application or Licensee’s websites or services. In order for you to terminate this Agreement following the removal of any of Your Content, you must send FANLINE a Termination Notice.
  • 11. Account Information; Disclosures.

    (a) Your Account Information. In order to access some features of the Website, including your account information and periodic statements, you will have to create an online account (“Account”). You hereby represent and warrant that the information you provide to FANLINE upon registration will be true, accurate, current, and complete. You also hereby represent and warrant that you will ensure that your Account information, including your e-mail address, is kept accurate and up-to-date at all times during the Term of this Agreement.
    (b) Password. As a registered user of the Services, you will have login information, including a username and password. Your Account is personal to you, and you may not share your Account information with, or allow access to your Account by, any third party, other than an agent authorized to act on your behalf. As you will be responsible for all activity that occurs under your Account, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Website. You agree to notify us immediately of any breach in security of your login information. If you have any reason to believe that your Account information has been compromised or that your Account has been accessed by a third party not authorized by you, then you agree to immediately notify FANLINE by e-mail to [email protected]You will be solely responsible for the losses incurred by FANLINE and others (including other users) due to any unauthorized use of your Account that takes place prior to notifying FANLNIE that your Account has been compromised.
    (c) Disclosure of Information. You acknowledge, consent, and agree that FANLINE may access, preserve, and disclose your Account information and Your Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to (i) comply with a legal or judicial requirement; (ii) enforce this Agreement; (iii) respond to a claim that any of Your Content violates the rights of third parties; (iv) to respond to your requests for customer service; or (v) to protect the rights, business interests, property, or personal safety of FANLINE, its employees, and users, or the public.
  • 12. Prohibited Use of the Mobile Application and Licensee Websites and Services.

    You agree not to use the Mobile Application, the Services, and any services provided by Licensees, for any unlawful purpose or in any way that might harm, damage, or disparage FANLINE, its Licensees, or any other party. Without limiting the preceding sentence and by way of example and not limitation, you agree that you will not, whether through the Mobile Application, our Licensees, or Your Content, do or attempt any of the following:
    (a) Undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of any aspect of the Mobile Application or Website or any other part thereof, except and solely to the extent permitted by this Agreement, the features of the Mobile Application or Website or by law, or otherwise attempt to use or access any portion of the Mobile Application or Website other than as intended;
    (b) Reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Mobile Application or Website, use of the Mobile Application or Website, access to the Mobile Application or Website, or content obtained through the Mobile Application or Website, as a result of your being granted permission to upload Your Content to the Mobile Application or Website;
    (c) Remove, circumvent, disable, damage, or otherwise interfere with any security-related features of the Mobile Application or Website, features that prevent or restrict the use or copying of any part of the Website or features that enforce limitations on the use of the Mobile Application or Website;
    (d)Transmit or upload any material that contains viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful, damaging or deleterious software programs;
    (e) Interfere with or disrupt the Mobile Application or Website, networks, or servers connected to the Mobile Application or Website or violate the regulations, policies, or procedures of such networks or servers;
    (f)Upload or otherwise transmit any information or content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party, including by incorporating any such material in Your Content; or
    (g) Using the Mobile Application or Website in any manner whatsoever that could lead to a violation of any federal, state, or local laws, rules, or regulations.
  • 13. Availability of Services.

    FANLINE may make changes to or discontinue any aspects of the Services and any of the features, media, content, products, software, or services available via the Mobile Application or Website, at any time without notice and without liability to you. The features, media, content, products, software, or services available on and through the Mobile Application or Website may be out of date, and FANLINE makes no commitment to update any aspect of the Mobile Application or Website. FANLINE makes no representations and warranties with respect to availability of the Mobile Application or Website and may discontinue the Service at any time with or without notice. You are solely responsible for maintaining back-up copies of any elements of Your Content uploaded to the Mobile Application or Website.

  • 14. Additional Representations and Warranties.

    (a) Mutual Representations and Warranties. Each party represents and warrants to the other that it:
    1. is authorized to enter into this Agreement on the terms and conditions set forth herein;
    2. will not act in any manner that conflicts or interferes with any existing commitment or obligation of the other party, and that no agreement previously entered into by the party will interfere with the performance of its obligations under this Agreement; and
    3. shall perform its obligations hereunder in full compliance with any applicable laws, rules, and regulations of any governmental authority having jurisdiction over such performance.
  • (b) Representations and Warranties by You. You represent and warrant to FANLINE that:
    1. you have the full right, power, and authority to act on behalf of any and all owners of any right, title, or interest in and to Your Content, including, but not limited to, all musical works embodied in Your Content, and that you are authorized to provide Your Content to us for the uses specified in this Agreement. For the avoidance of doubt, if you are acting on behalf of an artist, band, group or corporation, you hereby represent and warrant to FANLINE that you are fully authorized to enter into this Agreement on behalf of such artist, band, group, or corporation and to grant all of the rights and assume and fulfill all of the obligations, covenants, and representations and warranties set forth in this Agreement;
    2. you own or control all of the necessary rights in Your Content in order to make the grant of rights, licenses, and permissions herein, and that you have permission to use the name and likeness of each identifiable individual person whose name or likeness is contained or used within Your Content, and to use such individual's identifying or personal information (to the extent such information is used or contained in Your Content) as contemplated by this Agreement;
    3. the use or other exploitation of Your Content, including, but not limited to, any musical works embodied in your sound recordings, by us and our Licensees as contemplated by this Agreement will not infringe or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights;
    4. to the extent you are the songwriter of any or all of the musical works embodied in Your Content, whether in whole or in part (e.g., as a co-writer), you have the full right, power, and authority to grant the rights set forth in this Agreement notwithstanding the provisions of any agreement you may have entered into with any PRO, whether based in the United States or elsewhere, or any music publisher. You also acknowledge that you are solely responsible for taking all steps necessary to inform such PRO or music publisher of your grant of a royalty free license to us and our Licensees for the public performance and communication to the public of Your Content, including as Clips, and that no fees or payments of any kind whatsoever shall be due to any PRO or music publisher for the use of the musical works in Your Content when publicly performed, communicated or otherwise transmitted by FANLINE or its Licensees. If such a fee arises, you will be solely responsible for its payment, and FANLINE will not be held liable for your failure to do so; and
    5. you have not assigned any of the rights in and to the sound recordings embodied in Your Content to any third party (e.g., a record label) that obtained exclusive rights in and to such sound recordings.
  • 15. Indemnification.

    (a) Indemnification. You hereby agree to indemnify, defend, and hold FANLINE harmless from and against any and all damages, claims, liabilities, costs, losses, and expenses (including, but not limited to, legal costs and attorneys’ fees) (collectively, “Claims”) arising out of any breach or alleged breach of any of the warranties, representations, covenants, or agreements made by you in this Agreement, including, but not limited to, any Claims made by a PRO or music publisher with respect to any public performances or communications to the public of any musical works embodied in Your Content, any contributor to any sound recording included within Your Content, including claims from any unions, guilds, background musicians or vocalists, engineers, etc., or any other party for any use or misuse of any other forms of intellectual property or proprietary rights in Your Content, including, but not limited to, trademark rights and invasions of the right of privacy or publicity. You agree to reimburse us, on demand, for any payment made by us at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, we may, at our election, withhold payment of any monies otherwise payable to you hereunder in an amount which does not exceed your potential liability to us pursuant to this Section.
    (b) Indemnification Request. If we make an indemnification request to you under this Section, we may permit you to control the defense, disposition, or settlement of the matter at your own expenses, provided that you shall not, without our prior written consent, enter into any settlement or agree to any disposition that requires any admission of liability by FANLINE or imposes any conditions or obligations on FANLINE other than the payment of monies that are readily measurable for purposes of determining your monetary indemnification or reimbursement obligations to us. If we, in our reasonable and good faith judgment, conclude that you are not capable of defending your or our interests against any Claims, then we shall have the option to control the defense in any matter or litigation through counsel of our own choosing to defend against any such Claim for which you owe FANLINE an indemnification, and the costs of such counsel, as well as any court costs, shall be at your expense.
  • 16. Dispute Resolution.

    (a) Mandatory Arbitration.Please read this carefully. It affects your rights. YOU AND FANLINE AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION, EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICES.
    (b) No Class Actions. YOU AND FANLINE AGREE THAT YOU AND FANLINE MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION SHALL BE NULL AND VOID.
    (c) Applicable Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Japan without reference to its principles governing conflicts of laws. Any dispute, controversy, or claim with the exceptions of enforcement of an award, order, or decree of arbitration, arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration in Tokyo, Japan, in accordance with Commercial Arbitration Rules of the Japan Commercial Arbitration Association ("JCAA"). The arbitration will be conducted solely in English, unless one party requests, and bears all costs of, an additional language. The arbitrator shall be a licensed attorney with at least ten years' post-qualification experience. The arbitrator shall provide reasoning for the award, and the award shall be final and binding upon both parties. Judgment upon the award may be entered in any court having jurisdiction thereof.

    This arbitration agreement shall not limit either party's right to seek and obtain emergency or interim relief from any court of competent jurisdiction


DIGITAL DISTRIBUTION ADDENDUM

  • Welcome to the FANLINE Digital Distribution Addendum between you and FANLINE (the "Addendum"). This Digital Distribution Addendum is part of and incorporates the terms of the FANLINE Artist Agreement, and contains additional terms and conditions under which FANLINE offers the Digital Download and Distribution Service and the Digital Performance Rights Administration Service.

  • 1. Additional Authorization.

    While selling Your Content on the Mobile Application is non-exclusive (meaning you have the right to sell your music directly), the rights granted by you to us under this Digital Distribution Addendum are exclusive with respect to serving as your authorized representative for distributing Your Content through the FANLINE Mobile Application. The rights granted are also exclusive as to acting as your collection agent with respect to royalties owed to you as the sound recording copyright owner by third party licensing organizations (such as Sound Exchange) for the exploitation of your Digital Performance Rights under the compulsory license ("Digital Performance Royalties"). However, you may opt out of our collection of such Digital Performance Royalties by express, written consent to FANLINE at [email protected], or by mail at [2601 La Tour Shiba Koen, 3-8-2 Shiba, Minato-ku Tokyo 105-0014].
  • 2. Additional Grant.

    In addition to the rights granted in the FANLINE Artist Agreement, You hereby grant to us the exclusive right (as explained below) and the non-exclusive right, during the Term and throughout the Authorized Territory, to:?

    (a) Reproduce, promote, sell, distribute, and deliver Your Content and Art Tracks as Digital Masters to purchasers and resellers who may use such Digital Masters in accordance with usage rules approved by us and pursuant to any limitations imposed by your distribution preferences (e.g., only Digital Master Sales);
    (b) Reproduce, distribute, and publicly display visual elements of Your Content (e.g., album cover artwork, images, etc.) in connection with the promotion, advertisement, sale, and distribution of Your Content; and
    (c) Use and authorize others to license the use of any album related artwork, photos, liner notes, metadata and other material related to, but not including, your sound recordings and video content that you have provided to FANLINE in perpetuity.