Writer Terms of Service

AllTrack Writer Terms of Service

Welcome to the AllTrack Writer Affiliation agreement (which together with any application or registration information submitted by you via the AllTrack online registration process, or otherwise submitted by you manually or electronically, and any and all applicable Schedules, Exhibits, Addenda or Attachments collectively comprise the "Agreement" or “Terms of Service”), between “AFFILIATE or you” and AllTrack Music Rights Inc., a company incorporated in the state of Delaware (“ORGANIZATION or ALLTRACK or we”).

JOINING ALLTRACK IS FREE.

WE HOPE YOU ENJOY USING OUR SERVICE.

THE “START DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK TO ACCEPT AND AGREE TO ITS TERMS ON AN ALLTRACK WEBSITE OR APPLICATION, OR ALLTRACK PARTNER WEBSITE OR APPLICATION. THIS AGREEMENT, WHEN ACCEPTED BY YOU, WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND ALLTRACK. PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE PROCEEDING.

YOU ARE RESPONSIBLE FOR MAINTAINING A VALID EMAIL ADDRESS ON FILE WITH ORGANIZATION FOR SO LONG AS YOU AVAIL YOURSELF OF ANY OF ORGANIZATION’S SERVICES.

In consideration of the mutual covenants and promises in this Agreement and for other good and valuable consideration, ORGANIZATION and AFFILIATE agree as follows:

1. DEFINITIONS

1.1 “Work”

1.2 “Performing”

Means performing by any means and in any manner, which without limiting this definition, includes live performances and communications by digital, broadcast, telecommunication, satellite and any other means, whether now known or later invented. “Performance” and “Perform” shall have corresponding meanings.

1.3 “Performing Right”

The expression “Performing Right” includes any right that now exists or may exist in the future under the law, or any treaty, applicable anywhere in the world, of Performance of any Work in public by any means whether now known or later invented and in any manner, including the right to authorize or prohibit (where permissible under law) any public Performance of any Work; provided, however, that it does not include any of the following:

(i) The Performance of an opera, operetta, musical play, ballet or similar work in its entirety insofar as it consists of words and music that were written expressly for it and when performed with the dramatic action, costumes or scenery of that work, except in cases where the performance is delivered as part of a pre-recorded audio-visual work (including but not limited to film and video).

(ii) The Performance of a choreographic work in its entirety insofar as it consists of words and music or music alone written expressly for it and when performed with the live visual representation of that same choreographic work, except in cases where the performance is delivered as part of a pre-recorded audio-visual work (including but not limited to film and video).

2. TERM

The initial Term of this Agreement shall begin on the date the Agreement is originally entered into by and between AFFILIATE and ORGANIZATION (the “Start Date”) and continue through the last day of the calendar quarter immediately following the two year anniversary of the Start Date (the “End Date”); except that if AFFILIATE is already represented by another Performing Rights licensing organization at the time of entering into this Agreement, the End Date of this Agreement shall instead continue through the last day of the calendar quarter immediately following the two year anniversary of the date on which ORGANIZATION assumes control of AFFILIATE’S IPI Number (after AFFILIATE’s agreement with such third party Performing Rights licensing organization has ended).

3. AUTOMATIC EXTENSION OF TERM

At the end of the initial Term or any renewal Term (each of the initial or any renewal periods a “Term”), the Agreement will be automatically extended for an additional two year period unless terminated by either party in accordance with the terms herein.

4. ASSIGNMENT OF PERFORMING RIGHTS

AFFILIATE grants ORGANIZATION, as the sole and exclusive organization, the right to Perform, and license others to Perform, throughout the universe (including the metaverse), and assigns to ORGANIZATION, whether published or unpublished, by all means or mediums known or yet devised, all Performing Rights in every part, share or interest in every Work (which shall include the right to record, and the right to allow others to record, every Work in part or in full, for the purposes of performing publicly, auditioning or archiving), that (a) may be created by AFFILIATE alone, jointly or in collaboration with others in whole or in part, during the Term of this Agreement; and (b) was created by AFFILIATE alone, jointly or in collaboration with others before the date of this Agreement and is currently owned or controlled, in whole or in part by AFFILIATE, except a Work in which there is an outstanding grant of the right of public Performance to a third party Performing Rights licensing organization other than ORGANIZATION at the time of entering into this Agreement, where AFFILIATE notifies ORGANIZATION of its intent not to assign to ORGANIZATION such right of public Performance; and (c) otherwise currently is or may be obtained by transfer of ownership, control or income participation to AFFILIATE during the Term, which in each case shall be deemed simultaneously assigned by AFFILIATE to ORGANIZATION. Notwithstanding anything to the contrary in this Section 4, AFFILIATE retains the right to:

(i) Enter into publishing agreements, with respect to the Works, with any affiliated publisher of ORGANIZATION.

(ii) Directly license the Performing Right of the Works (except to or with the assistance of other organizations that are agents or licensors of Performing Rights) in the United States, provided that AFFILIATE delivers a written agreement, executed by both AFFILIATE and licensee, within 14 days of execution and in advance of the performance of any such Works, evidencing the direct licensing of the Works, the specific grant of the license in terms of duration, means and location and the financial consideration; provided, further that AFFILIATE acknowledges that by doing so it is foregoing any consideration it would have otherwise received from ORGANIZATION related to Works covered under such direct license.

AFFILIATE represents that it has the authority to, and grants ORGANIZATION the non-exclusive royalty free right to use (a) AFFILIATE’S name (legal and professional), biographical information and likeness; and (b) any rights it controls in related images, in order for ORGANIZATION to market and promote its business and licensing efforts and exercise and enforce its rights granted herein.

5. WARRANTY OF TITLE OF WORKS ASSIGNED

AFFILIATE warrants and represents that AFFILIATE has the right and authority to enter into this Agreement and assign the rights in all Works to ORGANIZATION in accordance with this Agreement, free of any liens, claims and encumbrances. AFFILIATE warrants and represents that the Works, the Performing Rights of which are assigned by this Agreement, do not and will not infringe the copyright in any third-party Work and that AFFILIATE will reimburse ORGANIZATION for any loss, costs or damages which ORGANIZATION may incur if a claim is made against ORGANIZATION which relates to the rights assigned by this Agreement.

6. OBLIGATIONS OF AFFILIATE

6.1 NOTIFICATION OF AND REGARDING WORKS

Upon signing this Agreement, AFFILIATE shall notify ORGANIZATION in the manner prescribed by ORGANIZATION, of all Works and rights that are written or composed by AFFILIATE and assigned by this Agreement, and AFFILIATE shall notify ORGANIZATION of any and all additional Works and rights at the time AFFILIATE creates, acquires or obtains control of those Works and rights, and shall also, if requested by ORGANIZATION, timely provide ORGANIZATION with a copy or recording of each Work. All registration information and other information you submit to ORGANIZATION is and will remain truthful and accurate. You acknowledge and agree that ORGANIZATION is permitted (but not obligated) to register your Works and/or modify your Work registrations on your behalf. You will notify us promptly if any information regarding your Work registrations changes or needs to be updated. ORGANIZATION reserves the right to decline or revoke any of the Works or other content you register with us, for any reason, including without limitation, if such Works or other content (i) is deemed objectionable, (ii) violates this Agreement in any way or the terms and conditions of any of our third party licensees, (iii) is in or enters the public domain, (iv) is not accepted by ORGANIZATION’s sister societies throughout the world, (v) is registered or claimed in duplicate at other licensing organizations, (vi) infringes on the rights of a third party or is fraudulent (or if we have reason to believe that it is infringing or fraudulent, e.g. by way of a third party notification or claim), or (vi) for any reason in our reasonable business judgment. In such cases, we reserve the right to suspend or recoup distributions to AFFILIATE or be entitled to reimbursements from AFFILIATE of past distributions in connection with the Works in question until the discrepancy or inaccuracy is resolved to our sole reasonable satisfaction, without limitation of our indemnity rights.

At the time of entering into this Agreement, where AFFILIATE assigns to ORGANIZATION the right of public Performance in a Work where there is also an outstanding grant of the right of public Performance to a Performing Rights licensing organization other than ORGANIZATION during an interim period, AFFILIATE shall, upon request by ORGANIZATION, provide ORGANIZATION with accounting and statements issued by such Performing Rights licensing organization for any periods where payments were received by AFFILIATE.

6.2 COOPERATION IN INFRINGEMENT ACTIONS

AFFILIATE agrees from time to time during the Term of this Agreement, and subsequent to the Term for infringements that occurred prior to expiration of the Agreement, to execute any documents that are reasonably required by ORGANIZATION and to perform those acts that are necessary to allow ORGANIZATION to enforce the rights assigned by this Agreement.

6.3 INTERESTS OF THE ORGANIZATION

AFFILIATE shall not do anything that may prejudice the interests of ORGANIZATION and shall cooperate with and provide reasonable assistance to ORGANIZATION and its officers, and to fellow affiliates of ORGANIZATION, in furthering the interests of ORGANIZATION.

6.4 INDEMNIFICATION

AFFILIATE agrees to defend (with counsel satisfactory to ORGANIZATION), indemnify, and hold harmless ORGANIZATION, its agents, consultants and licensees, against any and all demands, losses, damages, suits, judgments, liabilities and costs, including counsel fees, resulting from any claim of whatever nature arising from or in connection with the rights granted by AFFILIATE in this Agreement, and AFFILIATE will pay all liabilities, damages, awards, settlements, losses, and expenses arising from any such claims. ORGANIZATION may withhold payment of all sums due hereunder until receipt of satisfactory written evidence that such matter has been resolved at ORGANIZATION’S sole reasonable discretion.

7. OBLIGATIONS OF ORGANIZATION

7.1 COLLECTIONS AND DISTRIBUTIONS

ORGANIZATION agrees to make efforts to license and collect from third parties for their non-exclusive right to publicly perform the Works. It is understood that ORGANIZATION may enter into agreements with similar societies in other countries and that the rights assigned or licensed by ORGANIZATION to similar societies on behalf of AFFILIATE in respect of these countries and the distribution of the royalties collected from the licensing of those rights in those countries are subject to the laws and distribution rules of the societies in those countries.

As full consideration for all rights granted to ORGANIZATION hereunder, ORGANIZATION agrees to pay to AFFILIATE, for the valid Works publicly Performed in relation to each respective distribution period, at generally similar rates to its writer affiliates based on actual or estimated play counts and rate factors calculated in accordance with ORGANIZATION’s payout practices then in effect, free of any interest, for each Work where completed registration data has been received by ORGANIZATION.

Distributions shall, if applicable, be subject to appropriate adjustments for conflicts or errors, and deductions for any non-income related taxes, outstanding advance balance recoupments, fees and expenses related to collecting royalties from foreign societies (e.g. foreign exchange), garnishments or similar withholdings imposed by a governmental or court order, amounts received by AFFILIATE from another Performing Rights licensing organization for Performances of the Works already represented by ORGANIZATION hereunder (i.e. being paid more than once for the same Performance), or amounts otherwise due to ORGANIZATION from AFFILIATE.

AFFILIATE acknowledges and agrees that this Agreement represents and sets forth the full scope of potential consideration due to AFFILIATE by ORGANIZATION, and AFFILIATE shall not be owed or due any consideration received by ORGANIZATION from any sources other than as specified in this Agreement.

7.2 INFRINGEMENT OF PERFORMING RIGHTS

If a third party infringes on the Performing Rights assigned to ORGANIZATION hereunder, ORGANIZATION and any society or party with which ORGANIZATION has a collection or reciprocal agreement shall have the right, any damages or awards from which shall accrue solely to their own benefit, to institute or defend in its own name or in the name of the AFFILIATE, or otherwise, in any legal proceedings in respect of the rights assigned, and AFFILIATE shall not be required to pay for any of the costs, charges and expenses of those proceedings.

8. NON-PERMISSIBLE ACTIVITIES; FRAUD

In the event that ORGANIZATION, in its reasonable business judgment, has reason to suspect that your account has been involved in fraudulent, infringing, or illegal activities, or other activities in violation of this Agreement, including, without limitation, submission of Works ineligible for administration hereunder such as Works that are in or enter the public domain or Works not accepted by ORGANIZATION’s sister societies throughout the world (collectively, “Non-Permissible Activities”), in no way limiting ORGANIZATION’s rights and remedies hereunder or otherwise at law or in equity, ORGANIZATION reserves the right to recover costs and losses incurred by ORGANIZATION (including, without limitation, amounts repaid to third party licensees and societies, as well as legal fees and costs) in connection therewith, in addition to its other remedies, by means of suspending or offsetting distributions to AFFILIATE, recouping previous distributions made to AFFILIATE, and being entitled to reimbursements from AFFILIATE, until resolution and/or explanation of the suspected Non-Permissible Activities is obtained by ORGANIZATION to its satisfaction, in its sole good faith discretion. Certain of ORGANIZATION’s licensees may also have policies related to suspected or actual Non-Permissible Activities, and you agree that such policies shall be binding upon AFFILIATE hereunder.

You agree that we may send notices and other communications, including password confirmations, to the current address shown in our records. You further agree that ORGANIZATION will not be responsible or liable to you in any way if monies or information are intercepted by an unauthorized person, whether electronically or physically, either in transit or at your place of residence or business. You agree to (i) keep your password secure and strictly confidential, providing it only to parties authorized by you; (ii) instruct each person to whom you give your password that he or she is not to disclose it to any unauthorized person; and (iii) immediately notify us and select a new password if you believe your password may have become known to an unauthorized person. ORGANIZATION will have no liability to you for any distribution made to the financial account submitted within your ALLTRACK account if such distribution occurred before you have notified us of possible activities of misconduct and we have had a reasonable opportunity to act on that notice. We may suspend or cancel your password even without receiving such notice from you, if we suspect your password is being used in an unauthorized or fraudulent manner. You are responsible for all actions performed in your account, whether or not specifically authorized by you.

9. TERMINATION

Either AFFILIATE or ORGANIZATION may terminate this Agreement, effective at the end of the initial Term or any renewal Term, by giving notice to the other party not more than six months and less than three months immediately prior to the end of the Term then in effect. A notice of Termination must either be (i) submitted by AFFILIATE from within AFFILIATE’s online member account hosted by ORGANIZATION, or (ii) sent by AFFILIATE by registered or certified mail, or other physical sending method that requires a professional mail courier to record the date sent (the authenticity of which is verifiable by ORGANIZATION).

Notwithstanding termination of this Agreement, ORGANIZATION shall have the right to continue to license the Works under licenses already in effect at the time of termination of this Agreement, until their expiration, during which period AFFILIATE shall be entitled to receive distributions from ORGANIZATION. All rights granted herein and terms and conditions of this Agreement with respect to any Works that continue to be licensed by ORGANIZATION shall continue to apply until such licenses are no longer in effect.

10. POWER OF ATTORNEY

AFFILIATE agrees to make, constitute and appoint ORGANIZATION, or a designated party of our choosing, your true and lawful attorney, irrevocably during the Term, in our name or that of our designated party, or in your name or otherwise, to perform all acts, deliver any and all instruments, papers, documents, process or pleadings, executed by us in your name if applicable, that in our sole judgment, may aid in or be required to revoke and assign administration, representation and collection rights, collect royalties, resolve copyright infringements, recover damages and enforce or protect the rights granted under this Agreement.

11. ASSIGNMENT

This Agreement and the rights and obligations under this Agreement are not transferable or assignable by AFFILIATE without prior written consent of ORGANIZATION.

AFFILIATE further agrees to promptly notify ORGANIZATION immediately to the extent AFFILIATE no longer owns or controls the rights to any Works due to either sale, transfer of ownership or expiration of copyright (i.e. entering public domain).

12. SUCCESSORS AND ASSIGNS OF AGREEMENT

This Agreement shall be binding on the heirs, legal representatives or other successors in interest and assigns (subject to Section 11) of AFFILIATE and ORGANIZATION.

13. CONSENT FOR ELECTRONIC COMMUNICATIONS, E-SIGN AND DEPOSITS

ORGANIZATION may provide you with certain communications, notices, updates, agreements, statements, or disclosures in writing (“Communications”) regarding our services, policies, and terms. Communications may include, but are not limited to, (1) agreements required to register for and use the services, (2) financial transaction authorizations, receipts, disbursements and confirmations, (3) account statements and history, and (4) federal and state tax statements and documents. This Agreement hereby confirms your ability and consent to receive Communications electronically from ORGANIZATION, rather than in paper form, and enter into binding agreements, by electronically agreeing to terms of service or through the use of electronic signatures or electronic acknowledgements, in our relationship with you (“Consent”). Under this Consent, ORGANIZATION may provide all Communications electronically by email, by text message, or by making them accessible via ORGANIZATION websites or applications. We may also use electronic signatures and obtain them from you.

You authorize ORGANIZATION to transfer funds electronically to the financial institution and account number that you provide within your ALLTRACK account, which authorization shall remain in full force and effect until you or your authorized representative modifies the payment instructions. You agree that ORGANIZATION and your financial institution will be afforded a reasonable amount of time to act on any modifications that you make to your account information. In the event that an incorrect amount of money is deposited into your account, you hereby authorize your financial institution to reverse the deposit or make the appropriate adjustment based on the instructions provided by ORGANIZATION.

14. DISPUTE RESOLUTION

Disputes arising in connection with this Agreement shall be submitted to the American Arbitration Association in New York, New York, for arbitration under its prevailing rules then in effect. The arbitrator(s) will be selected as follows: ORGANIZATION and AFFILIATE shall each have the right to appoint one arbitrator by written notice to the other. If, within 10 days following the delivery of such notice by either party, the other shall not appoint another arbitrator by written notice, the first arbitrator shall be the sole arbitrator. If two arbitrators are appointed, these arbitrators shall appoint a third arbitrator. If the two arbitrators are not able to agree upon a third arbitrator within 10 days of the appointment of the second arbitrator, then either of ORGANIZATION or AFFILIATE may, in writing, request the American Arbitration Association to appoint the third arbitrator. The award made in the arbitration shall be binding and conclusive on both parties. Costs, expenses and reasonable attorneys' fees of arbitration shall be borne by the unsuccessful party. Judgment may be entered in New York State Supreme Court or any other court having jurisdiction. Any disputes, and associated awards or resolutions, must be held in strict confidence by the parties.

FORCE MAJEURE

Neither Party shall be deemed to be in breach of this Agreement or otherwise liable to the other party in any manner whatsoever for any failure or delay in performing its obligations under this Agreement due to a “Force Majeure Event”, which shall include any event arising which is beyond the reasonable control of the affected Party, including without limitation any fire, flood, acts of God or public enemy, internet failures, earthquakes, governmental or court order, national emergency, strikes or labor disputes, civil riots, or wars. A Party who becomes aware of a Force Majeure Event which gives rise to or which is likely to give rise to any failure or delay in performing its obligations under this Agreement shall notify the other and shall inform the other of the nature of the Force Majeure Event and period for which it is estimated that such failure or delay shall continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event. The taking place of a Force Majeure Event shall have the effect of suspending the obligations of the party which has invoked the provisions of this Section to the extent such obligations are affected by the Force Majeure Event. Contractual dates shall be extended by a period equal to the duration of the Force Majeure Event plus the number of days required to reach the last day of the immediately subsequent calendar quarter.

16. OTHER

AFFILIATE represents that he/she is at least 13 years of age. ORGANIZATION’S site and services are not intended for individuals under 13 years of age.

AFFILIATE represents and warrants that all of the information provided to ORGANIZATION in connection with the affiliate relationship being established herein, whether provided manually or electronically, including if submitted through alltrack.com or one of its subdomains, is complete and true in all respects, and that this Agreement is being entered into in reliance upon the information contained therein; provided, further, that this Agreement may be terminated by ORGANIZATION immediately if any requested information was not answered fully or accurately by AFFILIATE. The terms of this Agreement shall be subject to ORGANIZATION’S standard practices and procedures in effect as of the date of this Agreement and as they may be updated, modified or supplemented from time to time. We may update, modify or supplement the terms herein in our sole discretion, which terms shall become effective immediately and made available on alltrack.com or one of its subdomains. AFFILIATE acknowledges that the relationship between AFFILIATE and ORGANIZATION created by this Agreement is one of ordinary contracting parties and is not intended to be a fiduciary relationship with respect to any of the rights or obligations hereunder. AFFILIATE further acknowledges and agrees not to disparage ORGANIZATION or its company employees or contractors. Please review the Terms of Service periodically. Your continued use of ORGANIZATION’S services following the posting of changes and/or modifications to the Terms of Service will constitute your acceptance of the revised terms and conditions.

17. ENTIRE AGREEMENT; NO IMPLIED TERMS; SURVIVAL

Each party acknowledges and agrees that this Agreement (including any of the information provided by AFFILIATE during the application or registration process in connection with this Agreement), with respect to the Performing Rights assigned herein, is the only and complete agreement between AFFILIATE and ORGANIZATION, supersedes any other exchanges between the parties whether written or oral, and no additional terms are or may be implied. If part of this Agreement is declared void by a court of competent jurisdiction, the remaining parts shall continue to be binding and shall have the same force and effect as if the void part were deleted from the Agreement.

The headings contained in this Agreement are for convenience of reference only, are not to be considered a part of this Agreement, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement.

All covenants, representations and warranties made in this Agreement, shall survive any termination of this Agreement.

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