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Terms & Conditions

WARRANT AND AFFIRMATION OF AGE

I warrant, represent and affirm I am at least thirteen (13) years of age.

1. GRANT OF RIGHTS.

The rights granted hereunder shall include sale of permanent digital downloads and interactive streaming services. Specific rights are more fully described below.

By using AvenueHiFi.com services, you the artist irrevocably grant to Company, throughout the world and during the Term (as defined below), the non-exclusive right:

(a) to sell, copy, distribute and otherwise exploit the "Recordings" (defined below) by all means and media (whether now known or existing in the future) through your artist profile and other various lcoations on the AvenueHiFi.com Web site;
(b) to collect all income deriving therefrom on your behalf; and
(c) use the name(s), photographs and likenesses, artwork images, biographical and other information provided by you or the artists whose performances are embodied on the Recordings in connection with the Recordings and Company's general business.

2. RECORDINGS.

The "Recordings" subject to this Agreement are the sound recordings and audio/visual recordings that you submit to Company upon your acceptance of this Agreement as well as any other sound and/or audio/visual recordings that you choose to submit thereafter by giving Company notice and appropriate copies thereof. Company reserves the right to reject any materials (recordings, videos or artwork) that you submit, in its sole discretion. You agree to submit all Recordings and artwork, at your sole expense, in the format(s) required by the various consumer licensee's of Company. Technical descriptions of such format(s) will be provided to you upon request. You agree that Company and/or its suppliers will have the right to supplement existing artwork necessary to complete the packaging for Discs-On-Demand. Best efforts will be made to provide you with approval over such artwork, but in the event that you object to any such artwork your only remedy shall be to either (a) provide appropriate replacement artwork, or (b) request prospective discontinuation of delivery of your Materials in such manner. In no circumstances shall Company have any liability to you with respect to the quality, sufficiency or other aspect of the creation and delivery of such materials.

3. PAYMENTS.

(a) Company will pay you one hundred percent (100%) of "Net Income" (as defined in paragraph 3(b) below). Net Income will be posted to your AvenueHiFi.com account within 15 days after Company's receipt thereof. Once payment has been credited to your account, you will be able to withdraw all or any portion at your discretion. You will be responsible for any bank fees or other charges related to such withdrawals.
(b) "Net Income" means Company's actual receipts from payments, minus the fees described in paragraph 6 below, related to the sale of the Recording. Any objection relating to any accounting statement or any lawsuit arising therefrom must be made (and any lawsuit commenced) no later than one year after the date the statement is rendered, and you hereby waive any longer statute of limitations that may be permitted by law.
(c) To the extent that you owe any amounts to Company as a consequence of this agreement, Company shall have the right to deduct all or a portion of such amounts from any Net Income otherwise then payable to you.
(d) In the event that Company has, in its reasonable business judgment, reason to suspect that your account has been subjected to and/or involved in fraudulent activities, Company reserves the right to discontinue posting of Net Income to your account and block your ability to otherwise withdraw funds therefrom, until satisfactory resolution and/or explanation of the suspect activities is obtained. To the extent that any fraudulent activities are determined to be caused by your or your affiliates actions or omissions, any costs incurred by Company (including legal fees and costs) in connection therewith may, in addition to its other remedies, be deducted by Company from any monies otherwise payable to you hereunder. Certain of Company's licensees may also have policies related to fraud and suspected fraudulent activities and you agree that such policies shall be binding upon you hereunder.
(e) The Net Income in your AvenueHiFi.com account may be held by the Company in an interest-bearing account. The Company may, in its sole discretion, retain all interest earned on the Net Income or pay to you all or a portion of such interest.
(f) In connection with your decision to use the AvenueHiFi.com streaming media player (Media Player) or other "widgets" as a platform for users to stream your Recordings, you hereby waive any right to digital artist royalties, performance royalties or any other fees or royalties, statutory or otherwise, that AvenueHiFi.com may be obligated to pay you or a third party in connection with such use of the Media Player.

4. THIRD PARTY OBLIGATIONS.

You shall be solely responsible for securing and paying for digital phonorecord delivery (DPD), mechanical and any other licenses required from musical composition copyright owners (or their agents) in connection with Company's exploitation of rights hereunder, royalties due to artists, producers and other persons who performed in the making of the Recordings and all payments that may be required under collective bargaining agreements. Outside of the United States, Company customarily requires the digital music service providers (DMSP's) to secure and pay for music publishing licenses (and such license fees may or may not be deducted by the DMSP concerned from the proceeds payable to Company). If with respect to any DMSP outside of the United States Company is not able to do so, Company shall have the right, at its option, to either (i) decline to license such DMSP, or (ii) assume the responsibility to clear and pay for the music publishing licenses required in connection with such DMSP's sales, which license fees Company shall have the right to deduct from royalties payable to you hereunder. To the extent Company is required, or elects (in its sole discretion), to pay any of the foregoing amounts, such payments will be deducted from any royalties otherwise due to you in connection with paragraph 3 above.

To the extent that Company permits you to select certain tracks from your AvenueHiFi.com catalog to distribute free to fans or distribute directly through your own website, you agree that you will be solely responsible for any of the above referenced third party payment obligations resulting from such deliveries.

5. WARRANTIES; REPRESENTATIONS; INDEMNITIES.

You warrant and represent that you have the right and authority to enter into this agreement and to grant to Company all rights specified; all of the Recordings, including any sampled third party material embodied therein, artwork, metadata, videos and any other materials furnished by you to Company or relating to the Recordings are owned or controlled by you and shall not infringe on the copyrights or other rights of any person or entity; and that Company shall have the right to exploit same in all manner hereunder free from adverse claim and without any obligation to make any payment of any nature to any person or entity, other than the royalties due to you described in paragraph 3 above. You shall defend and indemnify Company and any of its affiliates (including any directors, members, officers, employees and other representatives) against any third party claims or expenses and losses resulting from breach, or a claim which if true would constitute a breach of the foregoing warranties, including reasonable attorneys' fees and litigation expenses. Company shall give you prompt notice of any claim and you shall defend Company at your expense with counsel approved by Company (which approval shall not be unreasonably withheld). If a claim is made Company shall have the right to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim shall be subject to Company's prior written approval.

6. COMPANY FEES.

In consideration of the services rendered hereunder, you shall pay to Company the fees described on the attached Fee Schedule, which may be amended from time to time by Company without notice to you.

7. TERM.

The Term of this agreement shall be perpetual commencing on the date hereof. In the event of any such notice of termination, Company shall have ten (10) business days to pull your Recordings off of our sites and applicable services.

8. CONFIDENTIALITY.

The parties acknowledge and agree that in the course of negotiating and transacting business under this agreement each party may become aware of certain otherwise confidential information related to the other's business and business practices. Except to the extent that such information is otherwise generally available to third parties or is required to be divulged by operation of law, the parties agree to keep such information confidential.

9. OTHER AGREEMENTS.

You acknowledge that in providing the services and payments hereunder, Company may be required to enter into certain sublicensing agreements with various consumer outlets. You agree that the terms of this agreement shall be subject to any applicable terms and conditions of the agreements Company enters into with respect to such sublicensees.

11. MISCELLANEOUS.

(a) Company cannot guarantee exploitation of the Recordings, which will depend on consumer preference. Company may assign its rights under this agreement in whole or in part. You shall notify Company if you assign this agreement. This agreement does not create a partnership or joint venture. This agreement constitutes the entire agreement between you and Company pertaining to its subject matter and may not be changed, waived, discharged or terminated except by an instrument in writing signed by you and Company.
(b) Neither party shall be deemed in breach of this agreement unless the other party has given the breaching party notice, and the breaching party has failed to cure such breach within 30 days after receipt of such notice. In no event shall any breach entitle either party to rescind the rights granted hereunder, but rather the aggrieved party shall only be entitled to damages reasonably related to the breach concerned and no penalty shall be awarded to either party.
(c) This agreement shall be governed by the laws of the State of Maryland which apply to agreements entered into and wholly performed in the State of Maryland and the parties hereby grant to the U.S. District Court for the Greenbelt Division of Maryland, or the Court of Appeals of the State of Maryland, Anne Arundel County, exclusive jurisdiction to hear any disputes arising therefrom.
(d) You acknowledge that you have read and understand Company's Privacy Policy as more fully described on Company's website, and by accepting this agreement have accepted the terms and conditions therein, as same may be amended from time to time.
(e) It is Customer's responsibility to deliver all necessary information, metadata, songs, graphic files or any other information or music in any required specifications. Customer acknowledges that Company will not be obligated to furnish its services hereunder until receipt of said materials.
(f) Customer authorizes AvenueHiFi.com to perform and make full-length clips of the Customer Content available by streaming to promote the band, artist and/or sale of applicable Recordings free of charge. Said clips may be created by AvenueHiFi.com or any third party affiliated with AvenueHiFi.com.
(g) Company reserves the right not to provide its services to any customer for any or no reason.

12. FEE SCHEDULE.

As of March 1st, 2009: