Last updated October 1, 2024

Please read the following terms carefully. These terms and conditions, as well as the copyright policy (the "Copyright Policy") and privacy policy (the "Privacy Policy") (incorporated herein by this reference and collectively referred to as the "Social Platforms Terms of Service"), govern your access to and use of the tunecontroldistribution.com website (the "Site") or distribution.tunecontrolapp.com, including your use of any content, information, products and/or services (the "Social Platforms Service(s)") thereon. This is a legal agreement between you and TuneControl, LLC. ("TuneControl"). TuneControl reserves the exclusive right to modify, discontinue or terminate the Site and the Social Platforms Services at any time, or to modify the Social Platforms Terms of Service without notice. It is your responsibility to periodically check the Social Platforms Terms of Service for changes. By continuing to use or access the Site and/or Social Platforms Services after TuneControl makes and posts any modifications, you agree to be legally bound by the revised Social Platforms Terms of Service. You may not alter the terms and conditions of the Social Platforms Terms of Service without the express written consent of TuneControl.

YOU UNDERSTAND THAT BY USING THE SOCIAL PLATFORM SERVICES OFFERED BY TUNECONTROL THROUGH THE SITE OR IN CONNECTION WITH YOUR TUNECONTROL ACCOUNT, YOU AGREE TO BE BOUND BY THE SOCIAL PLATFORM TERMS OF SERVICE. IF YOU DO NOT AGREE TO THE SOCIAL PLATFORM TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SOCIAL PLATFORM SERVICES OFFERED BY TUNECONTROL.

1. GRANTING OF RIGHTS.

(a) By subscribing to TuneControl's Social Platform Services, you irrevocably grant TuneControl, worldwide (the "Territory") and during the Term (as defined below), the sole and exclusive right to be the administrator of the Recordings (as defined in Section 3 below) submitted by you hereunder, solely through the following distribution and/or social media platforms (collectively, the "Social Platforms"), as each may be selected and approved by you: (I) Meta and Meta properties, i.e., Facebook, Messenger (including integrated (partially or fully) with Meta's other messaging services other than WhatsApp), Instagram, Portal, and Oculus, and all properties owned and/or operated by Meta or its affiliates that are integrated with the foregoing (by way of example, Lasso, IGTV, SparkAR, MicDrop, Gaming), including in each case, all features and functionality thereof (including the functionality of live streaming), and all players, pages, tools, and APIs, in each case owned and controlled by Meta or its affiliates, and including in each case, successor and derivative versions (the “Meta Platforms”); (II) TikTok; (III) CapCut; and (IV) YouTube, including all mirror and/or derivative sites and related products and services (e.g., YouTube Shorts and YouTube Creator Music) and all successor, successor and/or international versions thereof (the “YouTube Platforms”), including but not limited to YouTube Music, the YouTube Video Player, and websites, applications (e.g., main YouTube application, YouTube Music application), APIs, embeds, products and services, and any of the foregoing that are available for syndication, as well as TuneControl’s YouTube sound recording monetization and revenue collection service (“YouTube Monetization”), as further described in Section 7 below.

(b) Without limiting the foregoing, the rights granted by you to TuneControl hereunder include, without limitation, the right to:

1. Sell, use (and license the use of), copy, reproduce, communicate to the public, distribute and otherwise exploit the Recordings in all media and by all means (now known or which may exist in the future) ("Sale") through the Social Platforms, including, without limitation, synchronizing the Recordings with video content (including live video) and still images;
2. Reproduce, publish and use (and permit others to reproduce, publish and use): (A) the titles of the Recordings; (B) the name(s), biographical information; photographs and likenesses of any artist(s) appearing on the Recordings; (C) the cover art associated with the Recordings; and (D) other information and/or materials provided by you or the artists whose performances are captured on the Recordings; in connection with the sale, advertising, distribution and exploitation of the Recordings and/or in connection with TuneControl’s general business (and the general business of any of TuneControl’s parent, subsidiary and/or affiliate companies) and the advertising and promotion of TuneControl’s services (and any of TuneControl’s parent, subsidiary and/or affiliate companies’ services);
3. To authorize the creation, use and exploitation of so-called "user-generated content" incorporating your Recordings; and to authorize users of the Social Platforms to make moderate modifications to your Recordings as part of their user-generated content (for example, altering the playback speed of your Recordings);
4. Collect all revenue derived from any use of the Recordings permitted herein;
5. Pursue, defend and settle claims relating to the exploitation of the Recordings on all Social Platforms; and
6. Enter into agreements or assign or license any of TuneControl's rights and/or delegate any of its obligations under this Agreement to third party licensees on terms acceptable to TuneControl.

(c) TuneControl reserves the right, in its sole discretion, to refuse to provide its services to you or any customer, for any reason, or for no reason, and shall have no obligation to provide notice of such refusal.

(d) Although you have the right to sell your Music on any platform, consumer store, and/or through your own website, the rights you grant to TuneControl under this Social Platforms Service are exclusive with respect to TuneControl acting as your authorized representative to distribute your Recordings to the Social Platforms listed above in Section 1(a), as each may be selected and approved by you.

(e) From time to time during the Term, individual Social Platforms may make changes to their platform, including, but not limited to, adding or removing specific services or products, developing and beta testing new products, running promotions, rebranding, and creating alternative fees and/or pricing structures (individually and collectively, "New Platform Development(s)"). By entering into this agreement, you understand that, as part of the Social Platform Service, in connection with any Social Platform you select and approve distribution to, you may be automatically opted into New Platform Developments made by such Social Platform during the Term. In such event, your sole remedy to opt out of such New Platform Development will be to (i) opt out of the specific New Platform Development (if permitted by TuneControl and/or the applicable Social Platform, at each's discretion); (ii) opt out of distribution to such Social Platform entirely; or (iii) terminate this agreement.

2. TERM.

The term of this Agreement will begin on the date you click the “I Accept” button and will continue unless and until terminated by either you or TuneControl (the “Term”).

3. RECORDINGS.

The term "Recordings" is defined as sound recordings (and audio-visual recordings, if applicable) together with any artwork, metadata and/or other material submitted by you to TuneControl at any time as part of the Social Platforms Service. TuneControl, in its sole discretion, reserves the right to reject any material (including, without limitation, Recordings, images and/or artwork) submitted by you. You agree to submit all Recordings, images and artwork at your expense, in the format(s) required by TuneControl and/or the Social Platforms. Technical descriptions of such format(s) will be provided to you upon request, provided that TuneControl reserves the right to convert the audio files of the Recordings as necessary to comply with the format and/or file size requirements of all Social Platforms. In addition, TuneControl shall have the right to correct metadata errors to comply with Platform requirements. TuneControl is committed to providing your Recordings to Social Platforms as quickly as possible, with lead times ranging from a few hours to a few days to a few weeks for the particular Social Platforms to ingest and make your Recordings available to customers.

4. PAYMENTS.

(a) In connection with your Recordings exploited through the Social Platforms, TuneControl will pay you eighty percent (100%, if the user is subscribed to the silver, gold, platinum or enterprise plan, otherwise he/she/they will receive 85% of the income) of the Net Revenues (as defined in Section 4(b) below) attributed to your Recordings and actually received by TuneControl from the Social Platforms for the licensed uses of your Recordings. Net Revenues will be credited to your TuneControl account in a timely manner following receipt of the Net Revenues by TuneControl. Once payment has been credited to your account, you may withdraw all or a portion of the Net Revenues at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.

(b) “Net Revenues” shall be defined as TuneControl’s actual revenues from the Social Platforms less (i) any taxes, fees or other charges related to the use of your Recordings and/or the sending of payments to you; and (ii) any revenue paid to a Split Contributor through the “TuneControl Splits” feature, as set forth below, if applicable. Any objection to any accounting statement or any claim arising therefrom must be made (and any claim commenced) no later than one (1) year after the date the statement is issued, and you hereby waive any longer statute of limitations that may be permitted by law.

(c) To the extent you owe any amounts to TuneControl as a result of the Social Platform Terms of Service or otherwise, TuneControl shall have the right to deduct all or a portion of such amounts from any Net Income otherwise due to you.

(d) Net Income recorded in your TuneControl account will be pooled in an interest-bearing bank account with the Net Income of other TuneControl customers until you withdraw such funds. You agree that you will not receive interest or other earnings on Net Income that TuneControl handles as your agent and places in such pooled account. As consideration for your use of the Social Networking Services, you irrevocably transfer and assign to TuneControl any ownership rights you may have in any interest accruing in Net Income held in such pooled account. In addition to or in lieu of accruing interest on such pooled account, TuneControl may receive a reduction in fees or expenses charged for banking services by the banks holding your Net Income.

(e) Eligible TuneControl account owners may direct a portion of their earnings to other eligible TuneControl accounts (referred to herein as "Split Contributor(s)") using the "TuneControl Split" feature, as set forth herein. To create a split payment for a Recording, you must (i) distribute the Recording using a "Rising Artist," "Emerging Artist," or "Professional" plan (Recordings distributed under a New Artist Plan are not eligible for split payments); and (ii) provide TuneControl with the email address associated with each Split Contributor's account and the percentage of earnings each Split Contributor will receive. To receive a split payment as a Split Contributor, you must have a valid TuneControl account using an Emerging Artist, Emerging Artist, or Professional level plan, or a New Artist plan with the "TuneControl Split Contributor" add-on. Once a split has been created, in order to receive their revenue share, each Split Contributor must confirm the details of their revenue split. In the event that a revenue split is directed to an ineligible TuneControl account or email address, is not confirmed by a Split Contributor, or is otherwise invalid, the revenue share attributed to that recipient will still be paid to the owner of the TuneControl account that created the split.

(f) Sales through certain Social Platforms, services and/or other revenue streams may not be eligible for split payments. Such ineligible revenue streams may include revenue derived from (i) the exploitation of the rights in the underlying musical compositions embodied in the Recordings; (ii) Sales of Recordings on Meta-Platforms; and (iii) Monetization of Recordings on YouTube.

(g) TuneControl account holders are solely responsible for all charges, fees, duties, taxes and services payable in connection with the Sale of Recordings through their TuneControl account, including any portion of such revenue that may be paid to a Splits Contributor.

5. STREAMING FRAUD.

(a) You agree that you will not use the Site or Social Platform Services to transmit, route, provide connections to, or store any material that infringes copyrighted works or otherwise violates or promotes the violation of any third party's intellectual property rights. You acknowledge and agree that TuneControl may disable access to and/or terminate your account and/or remove or disable access to any Recording or any associated materials that you provide to TuneControl in the event that TuneControl receives any claim that, if true, would constitute a breach of your representations and warranties herein. For more information, please see the Copyright Policy.

(b) You agree not to engage in (or allow any third party to engage in, or encourage, employ, contract or employ any third party to engage in) any activities that, in TuneControl's sole discretion, constitute Stream Manipulation.

1. “Stream Manipulation” means any activity or method that involves the artificial creation, by human or non-human means, of online or offline plays on audio or audiovisual streaming services, where such plays do not represent bona fide end-user listening or viewing initiated by genuine consumers taking place in the reporting country. Stream Manipulation may involve or include, among other things, inflating, generating, or manipulating play counts, sales, follow counts, engagement activity, or other key metrics used by the Services or any Consumer Store, through the use of (A) bots, scripts, viruses, worms, or other computer code, files, programs, or automated processes; or (B) click farms, troll farms, fake accounts, shared account information, or virtual private networks. Streaming Manipulation may be the result of activities undertaken with respect to individual recordings or groups of recordings to artificially improve chart positioning, increase market share, increase royalties or other payments, or for any other fraudulent or dishonest purpose.
2. You should be aware that Stream Manipulation may be the result of the actions of a third party, such as a promotion or marketing company, record label, or music distributor, acting on behalf of an artist or on their own behalf. We encourage you to do your research and investigate any companies or individuals you hire to promote or market your music, as you may be liable for stream manipulation perpetrated by a third party on your behalf. For the avoidance of doubt, any stream manipulation performed by a third party on your behalf or relating to your recordings is a violation of these Social Platforms Terms of Service.
3. The factors used to determine whether a particular consumer or marketing activity constitutes Transmission Manipulation will vary depending on the specific circumstances of each case, and the examples and descriptions of Transmission Manipulation set forth herein are not intended to be exhaustive.
4. Certain social platforms that use your recordings may also have policies relating to fraud and suspected fraudulent activities, and you agree that it is your responsibility to be aware of and follow such policies, and that such policies will be binding on you.

(c) In the event that TuneControl has, in its good faith discretion, reason to suspect that your account or Recordings have been subject to, involved in, or generated revenue from: violation of the Social Platforms’ Terms of Service; fraud; infringement of copyright, trademark, right of publicity, or any other intellectual property rights; failure to comply with any third party licensing requirements; or Stream manipulation (collectively, “Misconduct”), TuneControl reserves the right to: (i) discontinue posting of revenue, including any Net Revenue or other payments to your account, (ii) block your ability to otherwise withdraw funds from your account until resolution of the suspicious activities is obtained to TuneControl’s satisfaction, and (iii) remove any or all of your Recordings from any or all of the Social Platforms. You further agree that you will forfeit such revenue if TuneControl determines, in its good faith discretion, that your account or Recordings have been subject to, involved in, or generated revenue from Misconduct.

(d) You further agree as follows:

1. You agree to provide TuneControl with any information that TuneControl reasonably requests as part of its investigation into the Misconduct.
2. You agree that if a Platform notifies TuneControl that any of your Recordings have generated revenue, plays, or streams as a result of Misconduct, such notification will serve as sufficient evidence for TuneControl to determine, in its good faith discretion, that such revenue or plays are the result of Misconduct.
3. If TuneControl determines that your account or Recordings have been subject to, implicated in, or generated revenue from Misconduct, you agree that all revenue from your account that has been frozen by TuneControl will be forfeited, regardless of whether it was generated from any specific Recording(s) or Platform(s).
4. You agree that TuneControl's good faith determination of Misconduct may be based on streaming or other activity that is the same as or similar to instances previously determined by TuneControl to involve Misconduct.
5. Payment of earnings to you by TuneControl does not constitute an acknowledgement by TuneControl that such earnings were not the result of Misconduct.
6. TuneControl has no obligation to investigate Misconduct unless and until it freezes the earnings on your account.
7. If TuneControl determines that revenue generated in your account is the result of Misconduct, and such revenue has already been paid to you, you agree to return such revenue to TuneControl.
8. You agree that you will not be entitled to a refund of any fees paid by you to TuneControl in the event that TuneControl disables access to your account, your Recordings and/or any other materials you provide to TuneControl, or any revenue you have ceased to earn as set forth in the preceding sentence.
9. To the extent TuneControl, in its good faith discretion, determines that any Misconduct was caused by you or by the actions or omissions of your affiliates or any third party acting on your behalf or at your direction, any costs incurred by TuneControl (including legal fees and expenses) in connection therewith may, in addition to your other remedies, be deducted by TuneControl from any money otherwise payable to you.
10. If in TuneControl's reasonable commercial judgment you decide to retain an attorney to review potential Misconduct or review and/or respond to any third party allegations of Misconduct by you or associated with your account or the Recordings, TuneControl shall, in its sole discretion, have the right to deduct from your account the cost of such engagement, but no less than three hundred dollars (300), to offset the costs of associated legal fees and expenses.

(e) TuneControl shall have the right, but not the obligation, to review and/or monitor any activity and content uploaded by you. TuneControl may investigate any complaints or any violations of its policies and may take any action it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denial of access, and/or removal of any materials you may have uploaded. You agree that TuneControl reserves the right and may terminate your account at its sole discretion for any reason and at any time, including if, in TuneControl's good faith discretion, it believes that you have engaged in inappropriate conduct.

6. ADDITIONAL METAPLATFORM TERMS.

In the event you choose to distribute Recordings to Meta Platforms as part of the Social Platforms Service, the additional terms set forth in this Section 6 will apply:

(a) To the extent that you are the author or owner of any rights in any musical composition and/or lyrics embodied in any Recording that you submit to TuneControl at any time for distribution through the Meta Platforms as part of the Social Platforms Service, you must, as part of the Social Platforms Terms of Service registration process:

1. represent and warrant to TuneControl that all relevant rights in and to such musical composition(s) and/or lyrics(s) that are necessary for the Meta Platforms to make use of such Recordings for the purposes set out in these Social Platforms Terms of Service are controlled in their entirety by one or more established and reputable music publishing companies and/or one or more internationally accepted collective management organizations;
2. If at the relevant time in which you submit your Recordings to TuneControl you are not a party to a songwriter agreement with an established and reputable music publisher, and/or a member of an internationally accepted collective management organization anywhere in the world (as evidenced by your ability or inability to give the representation and warranty in Section 6(a)(i.) above), you have the ability to subscribe to TuneControl's Publishing Administration Services as a customer of TuneControl with respect to the administration of your rights in such musical composition(s) and/or lyrics.

(b) TuneControl will deliver your Recordings to the Meta Platforms solely to the extent you have provided representations and warranties pursuant to Section 6(a)(i.) above. Without prejudice to TuneControl’s rights and remedies under these Social Platforms Terms of Service, if the representations and warranties you provided as part of the Social Platforms Service registration process are inaccurate, (i) TuneControl may immediately remove, may request Meta to immediately remove, or may be requested by Meta to immediately remove, the applicable Recordings from the Meta Platforms; (ii) and to the extent you owe any amounts to TuneControl as a result thereof, TuneControl shall be entitled to deduct all or part of such amounts from any Net Income otherwise due to you.

(c) You agree that (i) you will not, directly or through an agent or third party, sue Meta or its affiliates, or their respective directors, officers or employees (collectively, "Meta Entities") during or after the Term, with respect to any use of Recordings submitted by you hereunder for distribution through the Meta Platforms as part of the Social Platforms Service, artwork and/or any other content owned or controlled by you on the Meta Platforms during the Term (including any use of such Recordings by end users of the Meta Platforms) so long as such use is not the result of a breach hereof and, (ii) you forever, irrevocably and unconditionally release, absolve and discharge Meta and all Meta Entities, from any and all liabilities, claims, actions, suits and demands of any kind throughout the world, whether known or unknown, that you may have, or believe you have, against Meta and/or its affiliates arising from, or relating to, any and all actual or alleged unauthorized use of any Recording submitted by you hereunder for distribution through the Meta Platforms on any of the Meta Platforms by any of the Meta Entities or by any end user of the Meta Platforms, at any time prior to the date your Recording is first delivered by TuneControl to the Meta Platforms, in connection with or in connection with user videos uploaded to, hosted on or transmitted through the Meta Platforms (without Meta admitting any such claims, or having any liability for such claims).

• ADDITIONAL TERMS AND CONDITIONS FOR THE YOUTUBE SOUND RECORDING REVENUE COLLECTION SERVICE.

In the event you opt into YouTube Monetization as part of the Social Platforms Service, the additional terms set forth in this Section 7 apply:

1. To be eligible for a Recording for YouTube Monetization, that Recording must also be opted in to all other YouTube Platforms.
2. By opting into YouTube Monetization, you understand and agree that your Recordings may be incorporated and distributed as part of user-generated videos on the YouTube Platforms and that any revenue derived therefrom may be shared with the uploader of the applicable video and any applicable rights holders therein.
3. You may submit Recordings for YouTube Monetization that use only your own material to which you have exclusive rights and/or third party material to which you have exclusive rights. For the sake of clarity, Recordings that incorporate the following types of content are not eligible for inclusion in YouTube Monetization (each, an "Ineligible Recording"): (i) content that is non-exclusively licensed to a third party; (ii) content released under Creative Commons or similar free/open licenses; (iii) public domain recordings; (iv) clips or samples from other sources (including clips used under fair use principles); (v) karaoke recordings, instrumental versions, remasters, and sound-alike recordings; (vi) sound effects, sound tracks, or production loops; and (vii) content created solely for, or submitted specifically for, use in YouTube videos in order to manipulate YouTube's content ID system (e.g., music used for end cards in videos). Submitting Recordings that are not eligible for use in connection with YouTube Monetization may result in TuneControl disabling your access to YouTube Monetization, terminating your TuneControl account, and/or deducting funds earned in connection with YouTube Monetization from your TuneControl account.
4. You warrant and represent that (i) when using YouTube Monetization, you will comply with all of the terms of these Social Platform Terms of Service, including the terms set forth in this Section 7; (ii) any Recordings submitted for YouTube Monetization will only use your own material to which you have exclusive rights and/or third party material to which you have exclusive rights; and (iii) you will not submit any Recordings that are not eligible for inclusion in YouTube Monetization.

8. YOUTUBE CREATOR MUSIC ADDITIONAL TERMS.

Recordings that opt ​​into YouTube Monetization may be considered by YouTube for the YouTube Creator Music service (the "CM Service"). By opting into YouTube Monetization, you understand that your Recordings may be submitted by TuneControl for inclusion in the CM Service. If any of your Recordings are selected for inclusion, the additional terms set forth in this Section 8 will apply:

(a) The terms of this Section 8 (the "YouTube Creator Music Terms") constitute a license agreement between you and TuneControl, relating to the CM Service. You hereby confirm to TuneControl your approval of the license described in this Section 8 (the "License") in connection with the Sale(s) of your Recording(s) on the CM Service. The CM Service will allow certain eligible YouTube Creators selected by Google ("Eligible Creator(s)") to access a library of sound recordings (including their Recordings) to sync into Eligible Creators' videos (on a per-video basis), or other audio or audiovisual content uploaded or otherwise made available by Eligible Creators (including as a live stream) (each a "Creator Video") on the YouTube Platforms, pursuant to the terms of a sync license purchased through the CM Service (each a "CM License"), including a sync license fee paid by the Eligible Creator (the "License Fee"). Under each CM License, the Eligible Creator is granted the following worldwide, non-exclusive rights: The right to use up to the full length of the applicable Recording in the Creator Video and the right to stream the applicable Creator Video via live streaming, on-demand streaming, and/or conditional download on the YouTube Platforms. The term of the CM License may be for a fixed period of time or for the duration of the copyright in the Recording in question (as determined by TuneControl, YouTube and/or the applicable Eligible Creator). The sale, administration and billing of CM Licenses to Eligible Creators will be issued by Google LLC, 1600 Amphitheatre Parkway, Mountain View, CA 94043, USA ("Google") acting as agent on behalf of TuneControl, on behalf of Google and for TuneControl's account.

(b) For purposes of the preceding paragraph and subject to the terms of this Section, you grant TuneControl the following License, which includes all rights necessary to authorize Google to sublicense to Eligible Creators, on a non-exclusive basis, the right and license (but not the obligation), throughout the world and during the term of each respective CM License, to:

1. Digitally download a Recording to local storage devices solely as necessary for the Eligible Creator(s) to determine whether they wish to use such Recording in their Creator Video, provided that (A) no other rights are granted to the Eligible Creator in connection with such download; and (B) the Eligible Creator agrees to delete any unused downloads after 90 days (and you hereby agree and acknowledge that no additional payment shall be owed to you in connection with such download);
2. Record, edit (for synchronization, transition, playability and pacing purposes only), use, synchronize, reproduce and make available the Applicable Recording in the Creation Video and make copies of the Creation Video for sale on the YouTube Platforms (including live streaming, on-demand streaming and conditional download) in accordance with these Terms; and
3. Include and publicly display metadata in such Creator Video relating to the Licensed Recording.

(c) The following license restrictions shall apply to each CM License:

1. The following persons/entities are excluded from the CM Service: (A) any person and/or entity that Google determines is primarily engaged in the production of audiovisual content for commercial use; or (B) any commercial brand whose channels promote such brands.
2. The following restrictions apply to CM Service videos, which cannot be licensed under a CM License:

• (A) Videos where the creator has been paid (and/or received any other material consideration) by a brand or service to make a video primarily dedicated to endorsing or promoting that brand or service; and
• (B) Videos that make any of the following uses of a Recording: 1. uses that fundamentally alter the Recording; 2. uses of the name and/or likeness of the performer on the Recording, other than to identify the Recording and/or the artist in question; or 3. uses that create so-called "Art Track" (a static image while the entire song plays) or other similar static image or lyric videos.