These Terms and Conditions were last modified and are effective as of October 1, 2024.

TUNECONTROL, LLC. SUPPLEMENTAL TERMS AND CONDITIONS: EDITORIAL ADMINISTRATION

The following Publishing Administration Terms and Conditions (the “Publishing Administration Terms”) apply to users of www.tunecontroldistribution.com, www.tunecontrolapp.com or http://Distribution.tune-control.com, its associated websites, and other digital properties (collectively, the “TuneControl Sites”), which are owned and operated by TuneControl, LLC. (“TuneControl”). TuneControl is also referred to as “Publisher,” “we,” or “us” in the Publishing Administration Terms and in connection with your use of the TuneControl Sites and use of any publishing administration content, information, products, or services herein (collectively, the “Publishing Administration Services”). The Publishing Administration Terms represent a legally binding agreement between you, an individual user or entity (collectively or individually, “Users”), and TuneControl with respect to your use of the Publishing Administration Services. Users or TuneControl are referred to herein individually as a “Party” and Users and TuneControl collectively as the “Parties.” When using the TuneControl Sites, you will be subject to (i) the Terms and Conditions available at www.tunecontroldistribution.com/terms (the “Primary Terms”; capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Primary Terms); (ii) any additionally posted supplemental terms or rules applicable to specific services and features that may be posted from time to time on the applicable site (the “Supplemental Terms”); and (iii) any other binding agreements between you and TuneControl. These Editorial Administration Terms are deemed to be “Supplemental Terms.”

BEFORE USING THE PUBLISHER MANAGEMENT SERVICES, PLEASE READ THE FOLLOWING PUBLISHER MANAGEMENT TERMS CAREFULLY. BY REGISTERING FOR OR USING THE PUBLISHER MANAGEMENT SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE PUBLISHER MANAGEMENT TERMS, THE MASTER TERMS, ANY OTHER APPLICABLE SUPPLEMENTAL TERMS, AND THAT YOU AGREE TO BE BOUND BY ALL OF THEM AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS”). IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST DISCONTINUE YOUR USE OF THE TUNECONTROL SITES.

GRANTING OF RIGHTS.

1. Durante el Plazo (según se define en la Cláusula 5.1 a continuación), por medio de este instrumento usted otorga al Editor, en todo el mundo (el “Territorio”), el derecho único y exclusivo de ser el administrador de las composiciones musicales que sean de su propiedad o que estén bajo su control, en la máxima medida de su derecho sobre estas, y que usted envíe al Editor durante el Plazo (las “Composiciones”), excluyendo la concesión de licencias de sincronización “tradicionales” para su uso en películas, televisión y publicidad, cuyos derechos usted conservará. Salvo lo dispuesto en la oración anterior, los derechos de administración del Editor incluyen, entre otros, los siguientes derechos únicos y exclusivos:
1. (a) Register the Compositions, if you have not already done so, with the relevant copyright management organizations, as well as any and all other licensing agencies.
2. (b) Reproduce, encode, manufacture, distribute and sell discs incorporating one or more Compositions, in physical, digital and electronic form or in any other format or medium.
3. (c) Perform the Compositions and license others to perform them, publicly or privately, for or not for profit, through public or private performance, by traditional or digital broadcast, on radio, television, the Internet, or by any other method or media now known or hereafter developed.
4. (d) Publish, or license others to publish, printed versions of the Compositions, in any form, including licensing sheet music and lyrics.
5. (e) Arrange or otherwise adapt, change or translate any Composition, including the right to: (i) record or re-record a Composition in a foreign language; (ii) add new lyrics or music to any Composition; (iii) license other artists' versions (“covers”) of a Composition; and (iv) license third parties to authorize interpolations or “samples” of the Compositions.
6. (f) Grant, manage and collect monies under blanket audio-only licenses and blanket audiovisual synchronization licenses (e.g., “micro-sync” licenses) to the Compositions for use of the Compositions in “art tracks” (user-generated videos on sites and services such as YouTube, Facebook, TikTok) and other audiovisual programs. In connection with YouTube or any other consumer-facing third-party digital site, Publisher’s rights shall include the right to identify, claim and monetize videos containing Compositions that are eligible to be displayed with advertising.
7. (g) Use names, images and biographical information of the authors of the Compositions in connection with the exploitation or promotion of the Compositions and for the promotion of the Publisher's business.
8. (h) Authorize or grant licenses to third parties to exercise any of the rights granted to the Publisher under this instrument.
9. (i) Subject to the terms and conditions set forth herein, collect all proceeds obtained from the exploitation of the rights granted herein.

1.2 In connection with the grant of the foregoing rights, you hereby appoint Publisher as your legal and trustworthy agent and attorney-in-fact (with full powers of substitution and delegation) to draft, execute and execute any and all documents, instruments and writings on behalf of Publisher or you, and to take any other action on behalf of Publisher or you that, in Publisher's reasonable business judgment, is necessary or desirable to carry out the purposes of this Agreement.

2. Payments.

 2.1 “Gross Revenues” as used in these Publishing Administration Terms means all revenues derived from the exploitation of the rights in the Compositions granted to Publisher hereunder, actually received by Publisher, less only deductions for arrangers’, adapters’ and translators’ fees and royalties (subject always to the rules and practices of the local collecting society), any tax deductions or standard fees deducted by bona fide collection agencies or independently operating societies, and sub-publisher or administrator fees or commissions anywhere in the Territory. Publisher shall be entitled to collect all Gross Revenues, including any money generated by the Compositions prior to the commencement of the Term but not yet collected.

(a) You will receive eighty-five percent (80%) of the Gross Revenues derived from the exploitation of the Compositions in the Territory, including, but not limited to, mechanical royalties, print revenues, and the so-called “publisher’s share” of public performance revenues. Publisher will be permitted to retain fifteen percent (20%) of the Gross Revenues.

(b) For the avoidance of doubt, the payments to you set forth above include all lyricist royalties, excluding the “author’s share” of public performance revenues that you will receive from your designated copyright society (the “PRO”). In the event that you create any Composition, in whole or in part, and are not a member of a PRO and choose not to affiliate with a PRO during the Term, subject to the rules and regulations of the PROs and as otherwise agreed between you and Publisher, Publisher shall have the right, where possible, to collect and receive a so-called “author’s share,” in addition to a so-called “publisher’s share,” in the performance revenues generated by the applicable Compositions.

2.2 You will receive statements of your share of the Gross Revenue, and such money will be credited to your TuneControl account within forty-five (45) days after the end of each calendar quarter for each preceding quarterly period. Once payment has been credited to your account, you may withdraw all or a portion of your account balance, at your discretion. You will be responsible for any bank or other charges related to such withdrawals. Any objection to a statement or any legal claim arising therefrom must be made (and any litigation commenced) no later than one (1) year after the date the statement is initially sent to you; and you waive any longer statute of limitations permitted by law. No general objection, including, but not limited to, a general demand to overreport deductions or underreport income, will be deemed a valid objection. Similarly, in the event there is any over-reporting of income to you, or if a third party pays you any portion of the Gross Proceeds that should have been paid to Publisher hereunder, Publisher shall have the right to deduct any overpayment, or Publisher's share of any income that should have been paid to Publisher, from any income otherwise payable to you now or accruing in the future under this Agreement or any other agreement between you and TuneControl.

2.3 Gross Revenues recorded in your TuneControl account will be pooled into an interest-bearing bank account with Gross Revenues from other TuneControl customers until you withdraw such funds. You agree that you will not receive interest or other earnings on Gross Revenues that Publisher handles as your agent and places into such pooled account. As consideration for your use of the Publishing Administration Services, you irrevocably transfer and assign to Publisher any ownership rights you may have in any interest accruing from Gross Revenues held in such pooled account. In addition to, or in lieu of, accruing interest on such pooled account, Publisher may receive a reduction in fees or charges charged for banking services by the banks with which your Gross Revenues are deposited.

2.4 In the event that Publisher has, in its discretion and in good faith, reason to suspect that your account has been the subject of or has been involved in fraudulent or infringing activity, Publisher reserves the right to cease sending Gross Proceeds to your account and to disable you from withdrawing funds from your account until the suspicious activity is clarified to Publisher's satisfaction. You further agree that you will forfeit such Proceeds if Publisher determines, in its discretion and in good faith, that such Proceeds are the result of infringement or fraud. To the extent any fraudulent or infringing activity is determined to be the result of the actions or omissions of you or your affiliates, any costs incurred by Publisher (including attorneys' fees and expenses) in connection therewith may, without prejudice to any other remedies, be deducted by Publisher from any sums otherwise payable to you hereunder. Some of the Publisher's licensees may also have policies relating to fraud and suspected fraudulent activity, and you agree that it is your responsibility to be aware of such policies and that they will be binding on you hereunder.

2.5 In the event that Publisher is made aware of any claim for infringement of copyright, trademark, right of publicity or other intellectual property right or failure to comply with any third party license requirement or any other allegation that, if true, would imply that you have violated or breached any of your representations, warranties or agreements hereunder, you agree that Publisher may freeze all revenue in your account that has been received in connection with the disputed Compositions or other materials submitted by you, and you agree that you will forfeit such revenue if Publisher determines, in its sole and good faith discretion, that such revenue is the product of fraud or infringement. In addition, if Publisher elects in Publisher’s reasonable business judgment to retain legal counsel to review or respond to such claim, Publisher shall have the right, in its sole discretion, to deduct from your account or charge any Payment Method (as defined in the General Terms) a minimum of three hundred U.S. dollars (US$300) to offset the costs of attorneys’ fees and associated expenses.

3. Obligations to Third Parties.

You shall be solely responsible for the payment of all compensation, if any, and any permissions required from songwriters, licensors, revenue participants and other third parties to whom you are obligated to pay a share of the proceeds derived from any of the Compositions. You warrant and represent that such songwriters, licensors, revenue participants and other third parties to whom you have obligations to pay a share of the proceeds derived from the Compositions will remit solely to you for the collection of such amounts, and you hereby agree to indemnify and hold Publisher harmless from any claim, demand or cause of action by any songwriters, licensors, revenue participants and other third parties for any such payments, in accordance with the indemnification provisions set forth herein.

4. Tariffs.

4.1 You shall pay Publisher a one-time, non-refundable fee (the “Setup Fee”), as set forth on Publisher’s website, to cover Publisher’s administrative expenses with respect to the registration of your Compositions throughout the Territory.

4.2 You agree that Publisher is authorized to deduct the Setup Fee, any applicable taxes, and other applicable charges you incur in connection with your use of the Publishing Management Services directly from your TuneControl account or to collect such fees using any payment method you provide to Publisher (such as, for example, a PayPal account, credit card, or debit card) (each, a “Payment Method”). For the avoidance of doubt, if you or Publisher terminate this agreement for any reason set forth herein, you will not be entitled to a full or partial refund of the Setup Fee. In addition, if for any reason you fail to make a payment or if a payment hereunder is reversed through the Payment Method or any other method after you accept the Terms, Publisher will be entitled to recover the Setup Fee, by any means necessary, including the right to keep your account active and collect any resulting royalties until the Setup Fee has been fully recovered. It is your responsibility to notify Publisher if you have changed your Payment Method by making appropriate changes to your TuneControl account settings. If you do not provide a valid Payment Method, your service may be disconnected or interrupted at Publisher's sole discretion.

5. Term.

5.1 The “Term” of this Agreement shall be for an initial period of one (1) year, beginning on the date Publisher receives and processes the Setup Fee (as defined above) and continuing until the end of the calendar quarter in which Publisher receives your notice of termination. After the initial period, the Term will automatically renew and extend for additional quarterly periods unless you provide Publisher with written notice of termination at least thirty (30) days prior to the end of the then-current period.

5.2 Publisher shall have the right to collect all revenue related to the Compositions generated prior to the commencement of and during the Term. After the Term, Publisher shall have the right to a twelve (12) month post-Term collection period to collect any revenue generated during the Term but not yet paid (the “Post-Term Period”). If Publisher receives revenue generated after the Post-Term Period from a collecting society, licensee, or any other entity due to their acts or omissions or your failure to inform any third party of the expiration of this Agreement, you acknowledge that Publisher’s receipt of such revenue shall not constitute a breach of this Agreement. Publisher shall continue to account to you for such revenue in accordance with the terms set forth herein.

6. Warranties, declarations, indemnities.

6.1 You warrant and represent that: (i) you are at least eighteen (18) years of age; (ii) you have the full right and authority to enter into and fully perform this agreement and to grant to Publisher all of the rights specified herein; (iii) Publisher's exercise of any and all rights with respect to the Compositions, including the music, title, or lyrics, will not violate or infringe any ordinary law or statutory right of any person, firm, or corporation, including, but not limited to, contract rights, copyrights, and privacy rights; (iv) the rights granted hereunder are free and clear of all claims, demands, liens, and inhibitions; and (v) none of the Compositions are defamatory or obscene. Notwithstanding the foregoing, no consent of any third party is, and shall not be, required to exploit the rights granted by you to Publisher hereunder.

6.2 You further warrant and represent that all registrations and information you submit to the Publisher are and will continue to be true and correct. In the event that the Publisher receives notice regarding a discrepancy or inaccuracy in the registration of a Composition, the Publisher shall be entitled to suspend payments in relation to the Composition in question until such discrepancy or inaccuracy is resolved.

6.3 You will defend, indemnify, and hold Publisher and any of its affiliates (including directors, partners, officers, employees, sub-publishers and other representatives) harmless from and against any third party claims, damages, and losses and expenses, including reasonable attorneys' fees and expenses, arising out of or relating to any breach or alleged breach by you of any warranty, representation or agreement made in this instrument or relating to any act or omission by you or performed under your direction or control. You will reimburse Publisher for any payment made at any time after the date of this instrument in respect of any liability or claim for which Publisher is entitled to be indemnified. Alternatively, Publisher may elect to deduct such payment from any income otherwise payable to you hereunder or under any other agreement between you and TuneControl.

7. Legal proceedings and settlement agreements.

7.1 Notwithstanding the provisions of Clause 6.3 above, Publisher shall have the right, but not the obligation, to defend, settle and prosecute all claims and actions in respect of the Compositions and generally to do all things necessary with respect to them and the copyright or other rights in the Compositions; provided, however, that Publisher shall not settle claims without your consent (other than as set out in Clause 7.2 below). In the event that Publisher or you recover any sums of money as a result of a judgment or settlement, such sums shall be divided between you and Publisher in the same proportions as set out in Clause 2 above, after deducting any out-of-pocket costs involved in obtaining such sums, including reasonable attorneys' fees and expenses. You shall have the right to seek legal representation, to assist or assume the presentation or defense of any such matter, but at your own expense. Any judgment against Publisher and any settlement by Publisher of claims against Publisher with respect to any of the Compositions, together with costs and expenses, including, without limitation, attorneys' fees and expenses, shall be subject to the indemnification provisions of the Publisher Administration Terms, and any indemnification payments required by you shall be paid to Publisher out of any sums that may be owed to you under any account owned and administered by Publisher or shall be paid immediately upon demand of Publisher.

7.2 Notwithstanding any provision hereof, Publisher shall have the right, but not the obligation, to enter into licensing agreements and industry-wide collective settlement agreements with respect to Publisher's managed composition catalog (including Compositions) for the recovery of royalties filed and endorsed by advocacy groups such as the National Music Publishers Association of the United States without your prior consent.

8. Documents.

8.1 Upon Publisher's request, you will sign and deliver to Publisher any necessary documents regarding the rights granted to Publisher in the Compositions and, if you do not do so within ten (10) business days of Publisher's request, Publisher may sign such documents on your behalf.

8.2 At the time you accept the Publishing Administration Terms, you will provide the Publisher with copies of any existing licenses or other agreements relating to the Compositions. You also agree to notify the Publisher each time a version of any Composition is recorded during the Term, as soon as reasonably practicable after becoming aware of it. If you fail to provide the Publisher with any of the materials or information referred to in this section, the Publisher's rights in the Compositions will not be affected as a result. The Publisher will not be liable for any failure to collect any sum of money or for any failure to protect copyright in respect of the affected Compositions as a direct or indirect result of any such failure by you.

9. Updates to the Terms and Conditions. Cancellation.

9.1 The Publisher reserves the right to modify the Editorial Management Terms at any time or to include new provisions or conditions regarding your use of the TuneControl Sites. The Publisher will notify you of any material changes to the Editorial Management Terms and you will have the right to terminate the Term if you do not wish to accept them. Otherwise, if you continue to use the TuneControl Sites and do not terminate the agreement, such modifications and updates will be deemed accepted and incorporated into these Editorial Management Terms.

9.2 In addition to the above, you will have the right to cancel the Term at any time after one (1) year by completing and returning the following notice: [__________________]. Cancellation will be effective at the end of the calendar quarter in which we receive such cancellation notice, subject to our Post-Term Period and the collection rights of copyright, licensing and other collective management collection organizations.

10. Breach of Terms and Conditions. Termination.

You agree that Publisher may terminate any account (or any part thereof) you may have through the Sites or your use of the Sites and that Publisher may delete all or any part of your account, at any time and for any reason (including, without limitation, breach of these Editorial Administration Terms) or for no reason at all, in Publisher's sole discretion. You agree that your access to the Sites or any account you may have, or any part thereof, may be terminated without notice, and you agree that Publisher shall not be liable to you or any third party for such termination. These remedies are in addition to any other remedies Publisher may have at common law or in equity.