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Multimati, Ltd. Account Registration Agreement
The Agreement:
IMPORTANTWe must emphasize that by accepting this Agreement you are NOT transferring any ownership rights of any sort to any of your copyrights (song or sound recording) and no provision of, or prospective ambiguity in, this Agreement will be construed by anyone to transport any ownership rights in your copyright to us.
1. We Get To Non-Exclusively Digitally Distribute And Promote Your Content And Use Your Names. In order for us to be able to circulate, promote and distribute your Content, you must authorize us to do so in this Agreement. By clicking on the "I ACCEPT" button, you agree that we shall be your non-exclusive authorized representative for the Exploitation of your Content in accordance with the terms you designate in the Multimati Registry. Accordingly, you grant us and/or our Retailers the right, to1(a) Reproduce and convert your Content into Digital Masters, including creating "Acoustic Fingerprint(s)" of each Digital Master (and the Composition and Performances embodied in each Digital Master) for all of your Content, storing that Acoustic Fingerprint and your metadata for that Acoustic Fingerprint in the Multimati Registry, and to use those Acoustic Fingerprints and your metadata to offer Services to you or to others, even after this Agreement has ended.1(b) Distribute by digital transmission Digital Masters of your Content as "singles", "albums" or other "bundles", on-demand streams, "provisional/conditional downloads" or other configurations of Digital Masters used in the online music business in the Territory concerned, and to present those configurations of Digital Masters to End Users (including through the Multimati Player) or Retailers, subject always to the rules you establish in the Multimati Registry.1(c) Edit and make available, meaning to playback or otherwise make accessible to the public, portions of your Content ("Clips") (which we are entitled to select) by "streaming", which is primarily designed to encourage prospective customers to buy permanent downloads of your Content or subscribe to a service that includes your Content and generally assist in the promotion of the sale or playback of your Content.1(d) Reproduce and distribute any Composition embodied in a Digital Master derived from your Content, it being understood and agreed that we will not be obligated to account and repay mechanical royalties to you, all such sums being included in the wholesale cost established by you.1(e) Use your Content, Artwork and metadata as may be suitable for us for Exploitation, including providing "blocking" and/or "filtering" services for Registered Content to certain third parties.1(f) Authorize our Retailers to perform any one or more of the activities specified above, subject always to the rules you establish in the Multimati Registry.1(g) For the avoidance of doubt, the rights you grant to us for the Compositions include a license to us and any person, or organisation hosting or making available any Player which includes your Content;1(h) To the fullest extent permitted by law you waive all moral rights in your Content, Artwork and metadata, and you have procured that all contributors to them have done the same.1(i) You grant to us and our licensees the rights to use and publish, and to permit others to use and publish, the name(s), trademarks, approved likenesses and approved biographical materials of yourself and all persons rendering services in connection with your Content, in connection with our or our licensees’ Exploitation of your Content and Artwork, as well as in connection with us and our Services.
2.You Own Your Content. We Own Our Data. We want to emphasize that by accepting this Agreement you are NOT transferring any ownership rights of any sort to any of your copyrights in your song or and rights in any sound recording or performances, and no provision of, or prospective ambiguity in, this Agreement will be construed by anyone to transfer ownership of such rights to us. However, we are the sole owner of all data we create or collect during or after the Term during provision of the Services, including Acoustic Fingerprints, transaction data, file-share requests, file transfers, search requests, other shared materials, customer geographic and demographic information.
4. Our Retailers Can Sell Your Content, Unless You Tell Them Not To. 4(a) Subject to your right to opt out of making your Content available to a particular Retailer in this Agreement, you authorize us to enter into agreements to distribute your Content to Retailers for sale, streaming, or blocking. You will be able to review the Retailer Use Terms for each Retailer through the Multimati Account. Any additional Digital Masters that you register will be automatically made available to each Retailer whose Retailer Use Terms you have accepted or are deemed to have accepted because you did not reject that Retailer in accordance with each Retailer's Use Terms. 4(b) You agree that the distribution of Unregistered Content is entirely up to each Retailer and is not in Multimati’s control. You, and not Multimati, are solely responsible to pay all expenses for and to bring and prosecute any claims, involving your Content or otherwise, against a Retailer, or the owner, operator, or host of a web site which contains a Multimati Player. You understand and agree that we assume no obligation to enforce your rights. Enforcement of your rights is entirely your responsibility. 4(c) You will have the right at any time during the Term to modify the Exploitation of your Registered Content, or to withdraw your Registered Content by updating your Use Terms in the Multimati Account. Promptly following the modification of your Use Terms, we will advise our Retailers of such changes. To be clear, this modification of your Use Terms applies only to your Registered Content and not to Content that you have not Registered in the Multimati Registry (“Unregistered Content”). The foregoing will not limit your responsibility for sales and other uses of your Content and/or Artwork occurring prior to the implementation of such change and will not limit in any way the rights of End Users who have downloaded your Content or Artwork.
5. How your payment and registration work. 5(a) We will maintain a unified account (a "proceeds account") into which we will deposit net proceeds derived from sales of Digital Masters and against which we will debit all fees payable by you to us. We take 15% of the net profit from sales as administration fee.5(b) If Multimati change the fee schedule, we will do so in accordance with the notification and modification process described in Paragraph 7.1. For the avoidance of doubt, you, and not us or our designees, will be responsible for setting the wholesale price, subject to your obligation to pay the Transaction Fee. 5(c) Payment to You: During the Term, we will deposit into your Proceeds account all of your net proceeds received by us, less our applicable fees which are 15% on the net income. The payments will be processed on the first of every month, after deducting 1.50 Euros as administration fees. If there is no content sold, there will not be any administration fee. You will get the payments no later than forty-five (45) days following the end of each calendar month. We will hold payment until the following month if the total amount due to you is not more than 1.50 Euros. Our accountings will show, in reasonable detail, the name of the artist, the name and quantity of your Digital Masters sold during each month and for sales through a Retailer, the identity of the Retailer, together with the applicable wholesale price and total net proceeds payable for your Content. For sales through Multimati Player, we will not be obligated to provide the identity of the host of any particular Multimati Player.5(d) After accepting this agreement, Multimati will require some personal information for identity purposes.Name, Surname, Address, Date of Birth, Place of birth, ect.
6. Warranties and agreements for you and us6(a) By clicking on "I AGREE", you represent and warrant that you have the full authority to grant the rights in and to your Content, Artwork and associated metadata which you grant to us in this Agreement (including where necessary the authority to act on behalf of any other right owners) at no cost to us; and that you own or control all rights necessary in order to grant to us the rights (including rights in any musical work, lyrics, rights of performers and rights in the recording) granted under this Agreement; that the exercise of such rights, licenses and permissions by us and our Retailers and licensees will not violate or infringe any rights of any third party (including copyright, performers’ rights and rights of confidentiality, privacy and publicity); that all applicable moral rights have been waived to the fullest extent permitted by law; that your Content and Artwork does not contain falsehoods or misrepresentations that may damage Multimati or any other party and it is not abusive, obscene, defamatory, threatening, pornographic, harassing or racially or ethnically offensive; and that the it does not contain any advertisement nor does it solicit any business. You agree to be bound to the terms of Multimati's "Dispute Resolution and First Registrant Rule" located at [link]. You agree that you will not, and will not attempt to, challenge the Registration of any content that you do not own and control.
Signature
If you are under 18 years of age, your parent or guardian must enter into this agreement on your behalf.
MULTIMATI WEBSITE LEGAL DOCUMENTATION
GENERAL GUIDANCE NOTES
• All notes in italics are for guidance, and not intended for publication in the website.
• Ideally the “Privacy” and “Legal” links should be on every webpage. If this is unattractive for aesthetic reasons, the links must in any event appear on any pages where the user can enter personal information, upload files or buy downloads or subscriptions.
• If it is intended to contact users of the site to send them anything other than downloads which they have bought from the site or acknowledgements of their uploads –e.g. mailshots about Mutimati offers or developments, then on those webpages where visitors to the site give their personal details (e.g. when they create an account, upload, buy downloads), they must specifically “opt-in” to receiving such material by ticking boxes. This is a requirement in addition to the Privacy Policy. Using the users’ details to send such information without first obtaining the user’s opt-in is in breach of data protection legislation. The user must opt-in precisely for what (s)he will receive, e.g.
I would like to receive information about future Multimati promotions by email
I would like to receive information about future Multimati promotions by mail
I would lie to receive information about other similar services by email
I would like to receive information about other similar services by mail
I would like to receive information about Multimati by email
I would like to receive information about Multimati by mail
ONLINE PRIVACY POLICY
The Multimati website [link to the home page] is provided by Multimati Limited. Multimati is committed to protecting your privacy. We use the most up-to-date technologies to keep the information you give us secure and confidential, and to prevent unauthorised access to it.
1. You must agree to the conditions of this Online Privacy Policy and the Multimati Website Terms and Conditions [link], which apply to this website, before you use the website or submit any content to be displayed or downloaded.
2. Your access to and/or use of the Multimati website constitutes your agreement to this Online Privacy Policy and the Website Terms and Conditions [link], which takes effect on the date on which you first use the site. Multimati reserves the right to add to or change these terms and conditions at any time by posting changes on-line, and it is your responsibility to refer to and comply with these terms on accessing the site. Your continued use of this site after changes are posted constitutes your acceptance of these terms and conditions as modified.
3. IF YOU ARE UNDER 18 YEARS OF AGE you must obtain your parent or guardian’s consent to these conditions on your behalf. This includes obtaining your parent or guardian’s permission before you submit any material to our website (such as a music video).
4. IF YOU ARE UNDER 16 YEARS OF AGE you must obtain your parent or guardian’s permission before you submit any material to our website (such as a music video), and you must not provide any personal information about yourself without their explicit consent.
5. The purpose of this Online Privacy Policy is to describe the information we collect from visitors to our website, the purposes for which we use it and your rights regarding any information which you submit.
Non-Personal Information
6. Some information about visits to Multimati’s website is recorded by the normal operation of Internet servers on which our website is hosted. This information may include the user’s operating system (e.g. Mac or Windows), browser (e.g. Netscape or Internet Explorer) and the number and frequency of visits to the website.
7. We may leave cookies on your machine. They enable us to recognise visitors to our site and which web pages they visit. They also help us to provide features, such as facilitating online purchases. You can usually set your browser so that it does not accept cookies (although you may then not be able to use some features of the website) or so that you receive a warning when you receive a new cookie, and cookies can be erased from your computer’s hard drive. We may use web beacons to count page visits by users, to access our cookies, and to improve your experience on our website.
8. None of the information mentioned in paragraphs 6 or 7 enables us to identify you personally. Personal Information
9. “Personal information” is information which enables you to be identified as an individual. We collect and retain only sufficient personal information through our website to enable us to carry out services which you choose. You will be asked to provide personal information when you buy tickets for our events or provide content submissions (e.g. video content to be uploaded into the Multimati website).
10. We may associate information we collect from cookies with personal information which you provide to us online.
Our Use of Information
11. We may use information collected from visitors to our website:
• to tell you about our services or products which are likely to be of interest to you• to make our website more relevant to your interests and tell you about improvements which are likely to be of interest to you• to upload material which you have submitted into our website (e.g. to you're your music files available to other users)• to reviews the use which visitors make of our site• to reply to your questions• to protect the website security. 12. You are entitled to ask for a copy of the information we have about you at any time, and to have that information corrected if it is inaccurate. Please contact us at Multimati Privacy [link].
Disclosing Information to Others
13. We may disclose information which it receives from visitors to the Multimati website for technical support functions or if so required by law. If Multimati or its assets are acquired by another party, information acquired by us may be transferred. We may supply relevant information to carefully selected parties.
Links
14. The privacy policies of any other websites which you access through links from the Multimati website are not controlled by Multimati or subject to Multimati’s Online Privacy Policy. Multimati is not responsible for information provided to other sites, and Multimati excludes to the fullest extent permitted by law all liability that may arise in respect of such information.
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MULTIMATI – WEBSITE LEGAL INFORMATION
WEBSITE TERMS AND CONDITIONS
This Multimati website [link to home page] is provided by Multimati Limited [link to your company details, on your “About us” or “Contact us” page], and access to and use of the site is subject to the following terms and conditions:
1. Access to and/or use of this site constitutes your acceptance of these terms and conditions, which takes effect on the date on which you first use the site. If you are under 18, your parent or guardian must agree to these terms and conditions on your behalf. Multimati reserves the right to add to or change these terms and conditions at any time by posting changes on-line, and it is your responsibility to refer to and comply with these terms on accessing the site. Your continued use of this site after changes are posted constitutes your acceptance of these terms and conditions as modified. Access to and/or use of this site also constitutes your acceptance of the Multimati Privacy Policy [link] which you should read before you use this site.
2. You acknowledge that all intellectual property rights, including copyright and database rights, in the Multimati website and its contents belong to or have been licensed to Multimati or are otherwise used by Multimati as permitted by applicable law.
3. In accessing the Multimati website you agree to access and use the contents solely for your own personal, non-commercial use. You are not permitted to copy, download, store in any medium (including any other website), distribute, transmit, broadcast, show in public, adapt or change in any way any part of the Multimati website for any other purpose without the prior written permission of Multimati or in accordance with the Irish Copyright and Related Rights Act 2000 or other applicable law.
4. Links to the Multimati site are welcome, provided they link to the website's home page. Multimati disclaims all liability for any legal or other consequences (including for infringement of third party rights) of links made to the Multimati website.
5. Multimati provides the material published on its website on the basis that it makes no express or implied warranties in respect of the material. Multimati and the original providers of the material exclude to the fullest extent permitted by law all liability for any damages or losses and for any direct, indirect, incidental or consequential loss of business, anticipated savings, revenues or profits or goodwill or reputation or special damages or loss arising from the publication of the material on the Multimati website.
6. Multimati is not responsible for the content of any material you encounter after leaving our site via a link in it or otherwise, and Multimati excludes all liability that may arise in respect of such material to the fullest extent permitted by law.
7. Multimati endeavours to ensure that all information and material on the website is correct and accurate but does not accept any liability for errors or omissions, neither does Multimati warrant that use of this site will be uninterrupted.
8. This site may be used only for lawful purposes and in a manner which does not infringe the rights of, or restrict or inhibit the use and enjoyment of the site by, any third party.
9. To use some website functions, such as submitting material for publication, you will have to create an account. When creating your account, you must provide accurate information. You must keep your password secure, and are solely responsible for the activity that occurs on your account. You may not use anyone else’s account without their permission. You must notify Multimati at once of any breach of security or unauthorized use of your account, using this link: [link – it could be “webmaster” or “security” or something like that – it will send an email to the relevant person in Mutimati]. Multimati will not be liable for any unauthorised use of your account. User Submissions
10. If you submit music files or any other material for inclusion in the Multimati website or any other Mutimati services ("User Content"), Multimati has the right to edit, post, refuse to post or remove any User Content in its sole discretion. Multimati is not responsible for, neither does Multimati accept any liability for, any User Content. Any opinions, advice, statements, offers or other information expressed, made available or contained in User Content are not Multimati’s but are those of the party concerned. Multimati neither endorses nor is it responsible for the accuracy or reliability of any User Content, and excludes all liability that may arise in respect of such material to the fullest extent permitted by law.
11. Before you submit any User Content to the Multimati website, you must accept the applicable terms and conditions, which are found here [link to Agreement].
12. Multimati will remove User Content and/or bar access by relevant user(s) if notified that User Content infringes any rights of any third party. Contact us as soon as possible at contact [link, e.g. to “webmaster”], giving full details of any infringement.
13. These terms and conditions are governed by and will be interpreted in accordance with Irish law and any disputes relating to these terms and conditions will be subject to the jurisdiction of the courts of Ireland. The various provisions of these terms and conditions are severable and if any provision is held to be invalid or unenforceable by any court of competent jurisdiction then such invalidity or unenforceability shall not affect the remaining provisions.
14. If these terms and conditions are not accepted in full, use of this website must be terminated immediately.
Trademarks
15. The name and logo “Multimati” are protected by intellectual property law and may not be copied or used without permission.
16. If you have any comments about our website or our products or services, please contact us at Webmaster [link].
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© Multimati Limited 2008