SNOCAP, Inc. Account Registration Agreement

Summary:

It’s really simple…

  1. We get to non-exclusively digitally distribute and promote your content and use your names.
  2. How long this agreement lasts and who sells your content is up to you.
  3. You set the prices, we take a small fee, and we send you statements and payments each month.

We want to stress that by accepting this Agreement you are NOT transferring any ownership rights of any kind to any of your copyrights (song or sound recording) and no provision of, or potential ambiguity in, this Agreement will be construed by anyone to transfer any ownership rights in your copyright to us!

Agreement:

Please read this Agreement carefully. By clicking the "I ACCEPT" button, this will become a contract that is legally binding on you and us. If you find anything in here that you cannot agree to or if by agreeing you would be signing up to something that is not true, then you should not click on the "I ACCEPT" button. The "Effective Date" of this Agreement is the date on which you click the "I ACCEPT" button. We have the right to modify this contract from time to time as we state in Paragraph 7 below, and you will have the right to reject any modifications we want to make by terminating this Agreement. References to "us" anywhere in this contract means SNOCAP, Inc., of 139 Townsend Street, Suite 400, San Francisco, CA 94107.

Part of the signup process involves your filling out and signing an application for a SNOCAP account. Following approval of your application for a SNOCAP account ("Interface Account"), you will be able to access our "dashboard" or "Enabling Interface" to Register your Content in our SNOCAP Registry, and to set the prices or other sales terms that govern the sale and distribution of your Content. You will see certain capitalized terms in this Agreement, and those terms are defined in Paragraph 8 below.

  1. We Get To Non-Exclusively Digitally Distribute And Promote Your Content And Use Your Names.

    2. In order for us to be able to distribute your Content and to represent to people that you have authorized us to distribute and sell your Content, you have to authorize and empower us to do those things in this Agreement. By clicking on the "I ACCEPT" button, you appoint us as your non-exclusive authorized representative for the Exploitation of your Content in accordance with the terms you designate in the SNOCAP Registry. Accordingly, you grant to us and/or our Retailers the right, to:

    1. Reproduce and convert your Content into Digital Masters, including creating "Acoustic Fingerprint(s)" of each Digital Master (and the Composition embodied in each Digital Master) for all of your Content, storing that Acoustic Fingerprint and your metadata for that Acoustic Fingerprint in the SNOCAP Registry, and to use that Acoustic Fingerprints and your metadata to provide Services to you or to others, even if this Agreement has ended;
    2. Distribute by digital transmission Digital Masters of your Content as "singles", "albums" or other "bundles", on-demand streams, "conditional downloads" or other configurations of Digital Masters used in the online music business in the Territory concerned, and to deliver those configurations of Digital Masters to End Users (including through the SNOCAP MyStores) or Retailers subject always to the rules you set in the SNOCAP Registry;
    3. Edit and publicly perform, meaning to playback or otherwise make available in a publicly available way, portions of your Content ("Clips") (that we can create) by "streaming" that is primarily designed to have potential purchasers buy permanent downloads of your Content or subscribe to a service that includes your Content and generally help in the promotion of the sale or playback of your Content;
    4. Reproduce and publicly perform any Composition embodied in a Digital Master derived from your Content (including any and all "server" or "ephemeral" copies), it being understood and agreed that we will not be obligated to account and pay mechanical royalties to you, all such sums being included in the wholesale price set by you;
    5. Use your Content, Artwork and metadata as may be desirable for us for Exploitation, including providing "blocking" and/or "filtering" services for Registered Content to certain third parties;
    6. Authorize our Retailers to perform any one or more of the activities specified above subject always to the rules you set in the SNOCAP Registry;
    7. For the avoidance of doubt, the rights you grant to us for the Compositions are, and will otherwise be deemed to be, a direct license to us or any person, firm, corporation or other entity hosting or making available any MyStore including your Content; and
    8. You grant to us and our designees 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 you and all persons rendering services in connection with your Content, in connection with our or our designees’ Exploitation of your Content and Artwork, as well as in connection with us and our Services.
  2. How Long This Agreement Lasts Is Up To You.

    3. The time period that this Agreement is in effect begins on the Effective Date and continues as long as your Content is Registered in the SNOCAP Registry ("Term"). You may terminate this Agreement at any time by following the instructions in the Enabling Interface for un-Registering your Content from the SNOCAP Registry. We can terminate this Agreement at any time by sending you a notice of our intention to terminate through either the Enabling Interface or to your contact address listed in your Interface Account.

  3. You Own Your Content. We Own Our Data.

    4. Again, we want to stress that by accepting this Agreement you are NOT transferring any ownership rights of any kind to any of your copyrights (song or sound recording) and no provision of, or potential ambiguity in, this Agreement will be construed by anyone to transfer any ownership rights in your copyright to us. However, we are the sole owner of all data we observe or collect during or after the Term as part of providing 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.
    1. Subject to your right to opt out of making your Content available to a particular Retailer in this Agreement, you authorize us to make a contract with Retailer(s) that allows us to distribute your Content to a Retailer for sale, streaming, or blocking. You will be able to review the Retailer Use Terms for each Retailer through the Enabling Interface. If you do not opt out of a particular Retailer through the Enabling Interface within fifteen (15) days after you are presented with such Retailer Use Terms, you will be deemed to have authorized us to make your Content available to that Retailer on those terms and we will make your Content available. 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.
    2. You understand and agree that the distribution of Unregistered Content is solely up to each Retailer and is not in our control. You, and not us, are solely responsible to pay all costs for and to bring and prosecute any and all claims, involving your Content or otherwise, against a Retailer, or the owner, operator, or host of a web site which contains a SNOCAP MyStore. You understand and agree that we assume no obligation to enforce your rights. Enforcement of your rights is solely your responsibility.
    3. You will have the right at any time during the Term hereof to modify the Exploitation of your Registered Content, or to withdraw your Registered Content by updating your Use Terms in the SNOCAP Enabling Interface. 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 SNOCAP 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. You Set The Prices, We Take A Small Fee, And We Send You Statements and Payments Each Month.
    1. 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. All such fees (e.g., per-download transaction fees) are listed on SNOCAP’s “Fees Schedule” located at http://www.snocap.com/join/compare.php. If we change our fee schedule, we will do so in accordance with the notification and modification process described in Paragraph 7(a). 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 MyStore Transaction Fee.
    2. 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 (as described herein), on a monthly basis, 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 twenty dollars (US$20.00). 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 SNOCAP MyStores, we will not be obligated to provide the identity of the host of any particular SNOCAP MyStore.
  6. Some Promises You and We Need To Make.
    1. By clicking on "I AGREE", you promise us that you have all rights necessary to give us your Content, Artwork and associated metadata, all at your sole cost and expense. You understand and agree that the only sums we are required to pay to you in connection with any and all Exploitations of your Content, Artwork or metadata will be the retail price therefor less any and all sums you are required to pay to us under this Agreement. You will be responsible for and will pay (i) any sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Digital Masters; (ii) all sums payable in connection with the Compositions derived from sales or other uses of Digital Masters, (iii) for any rights, consents, or royalties payable to third-parties in connection with the delivery, encoding, transcoding, encrypting, use and/or distribution of Content; (iv) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (v) any other monies payable with respect to Exploitations of your Content, and Artwork, metadata and any other materials provided by you to us. You further agree to be bound to the terms of SNOCAP's "Dispute Resolution and First Registrant Rule" located at www.snocap.com/about/policies/disputes. You agree that you will not, and will not attempt to, challenge the Registration of any content that you do not own and control.
    2. You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title or interest in and to your Content or Artwork; and that you own or control all rights necessary in order to grant to us the rights and promises you grant to us under this Agreement, that the exercise of such rights, licenses and permissions by us and our Retailers and licensees will not violate or infringe the rights of any third party.
    3. Each party represents and warrants that it has full authority to enter into and fully perform its obligations under this Agreement and has obtained all necessary third-party consents, licenses and permissions necessary to do so; and neither party will not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party's performance of its obligations under this Agreement; and that each party represents and warrants that it will perform their obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.
  7. All The Other Things A Contract Need To Have.
    1. Modification: we reserve the right to change all or part of this Agreement. Notice of any such changes will be provided through the Enabling Interface or in the manner detailed in Paragraph 7(h). It is your responsibility to check the Enabling Interface for any notices of modifications to this Agreement. If you do not consent to any such proposed changes your sole recourse will be to terminate this Agreement by written notice to us, and your failure to do so within ten (10) days of the date of any such change notice in the Enabling Interface will constitute your acceptance of such changes.
    2. Effect of Termination: the expiration of the Term of this Agreement will not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, the provisions of this Agreement will continue to apply even after the expiration of the Term.
    3. Indemnification: if we receive a claim that our distribution of your Content or Artwork or any other materials provided or authorized by you violates any third party rights, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our licensees and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our licensees and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Paragraph. You agree that your consent will not to be unreasonably withheld. We will promptly notify you of any such claim, and by obtaining, posting and maintaining an adequate bond for our benefit you may assume control of the defense of such claim, provided that we will have the right in all events to participate in the defense thereof. Additionally, you agree to indemnify, defend, and hold us harmless from and against anything including all losses or liabilities (including reasonable attorneys' fees, costs, and expenses) arising out of any claims by a Retailer that relates to your withdrawal of your Content (such as claims alleging unfair business practices, or price discrimination).
    4. Additional Services: If you breach this Agreement or otherwise act in a manner that we determine, in good faith, requires us to provide additional services we do not customarily provide in the normal course of its business, we will notify you that we intend to render such services, and we reserve the right to charge you our standard rate price for the time and materials required to complete such additional services.
    5. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement will not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, or employee.
    6. This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination will not affect any other provision hereof, and the unenforceable provision will be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
    7. This Agreement will be binding on the assigns, heirs, executors, personal representatives, administrators, and successors (whether through merger, operation of law, or otherwise) of each of the parties.
    8. Except as otherwise provided for herein, any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses provided to and by you upon registration, or as properly updated.
    9. This Agreement will be governed and interpreted in accordance with the internal laws of the State of California applicable to agreements entered into and to be wholly performed therein, without regard to principles of conflict of laws. Any dispute arising out of or relating to this Agreement will be subject to binding arbitration in San Francisco County, California (or another location as We may agree in writing), by telephone, in writing or on line, at Our choice, before and under the then-current Commercial Arbitration Rules of the American Arbitration Association. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. You and we will each pay one-half of the costs and expenses of such arbitration, and each of the parties will separately pay its counsel fees and expenses.
    10. To the extent permitted by applicable law, the rights and remedies of the parties provided under this Agreement are cumulative and are in addition to any other rights and remedies of the parties at law or equity.
    11. The section entitled “Summary” and the titles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
    12. This Agreement is for the sole benefit of the parties hereto and their authorized successors and permitted assigns. Nothing herein, express or implied, is intended to or will confer upon any person or entity, other than the parties hereto and their authorized successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  8. What The Capitalized Words Mean.
    9.

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

    1. "Artwork" means album cover artwork for your Content, and any other artwork relating to your Content you provide to us. All such artwork will be deemed to have been cleared by you for all purposes unless you otherwise notify us.
    2. "Content" means sound recordings [including any and all musical compositions (“Compositions”) embodied therein] that you register in the SNOCAP Registry for Exploitation. All Content must be owned or controlled by you and/or have been licensed by you for all purposes and rights granted and authorized in this Agreement. No Digital Master of your Content may exceed fifteen (15) minutes of playing time or include an interpolation of multiple recordings (e.g., a "DJ Mix").
    3. "Digital Master" or "Digital Masters" means a copy or copies of your Content in digital form. Digital Masters may include metadata associated with a Digital Master (such as song title, artist name, running time, identifiers [e.g., ISRC] and other information customarily associated as metadata in the online music business in the country concerned), and Artwork.
    4. "Enabling Interface" means an online portal that provides access to your Digital Masters Registered in the SNOCAP Registry.
    5. "End User" means a person who accesses or receives your Content via a Retailer or the SNOCAP MyStore.
    6. "Exploitation" or "Exploit" means the sale, license, digital transmission, editing, marketing and/or distribution of one or more Digital Masters, including any and all reproductions made and distributed of any and all Digital Masters.
    7. "Registration" means a SNOCAP Content Provider's affirmative indication in the SNOCAP Registry with respect to particular Digital Masters that such SNOCAP Content Provider owns or controls such Digital Masters. "Register" or "Registered" will have correlative meanings, and "Unregistered" means a Digital Master that has not been Registered.
    8. "Retailer" means any authorized third party that markets, distributes or sells the Content of a SNOCAP Content Provider.
    9. "Retailer Use Terms" means the terms upon which a Retailer may Exploit your Content, if approved by you.
    10. "Services" means the services provided by us as described in this Agreement and other materials provided or made available to you by us.
    11. "SNOCAP Content Provider" means a party (including you) with which we have a contractual relationship pursuant to which such party permits the Exploitation of their Content.
    12. "SNOCAP MyStore" means an online store, such as one that you create by means of the SNOCAP Enabling Interface, that provides a sales and/or distribution opportunity for your Content that you have Registered whereby such store may be inserted into any product or service that has the capability of rendering html (such as, by way of example only, and not limitation, a web page) after you have enabled the functionality on the SNOCAP Enabling Interface.
    13. "SNOCAP Registry" means our collection and maintenance of all information and records processed and compiled by us (including without limitation aggregate metadata, Digital Masters, Artwork, Registrations and your Use Terms and the use terms of third parties) in a form available for access by SNOCAP Content Providers and SNOCAP Enabled Retailers through the SNOCAP Enabling Interface.
    14. "Territory" means the countries of the world designated by you in the Enabling Interface (the default Territory being the world), provided, that we may elect to make the SNOCAP MyStore available on a more limited basis.
    15. "Use Terms" means the rules you establish in the SNOCAP Registry which govern the Exploitation or prohibition against Exploitation of your Content by third parties, including Retailers approved by you.