We want to stress that by accepting this Agreement you are NOT transferring any ownership rights of any kind to any of your copyrights (song or sound recording) and no provision of, or potential ambiguity in, this Agreement will be construed by anyone to transfer any ownership rights in your copyright to us!
Please read this Agreement carefully. By clicking the "I ACCEPT" button, this will become a contract that is legally binding between you and Phibble. If you find anything in here that you cannot agree to or if by agreeing you would be signing up to something that is not true, then you should not click on the "I ACCEPT" button and please contact us so that a separate agreement can be reached.
The "Effective Date" of this Agreement is the date on which you click the "I ACCEPT" button. We have the right to modify this contract from time to time as we state in Paragraph 7 below, and you will have the right to reject any modifications we want to make by terminating this Agreement.
1. Phibble Is Allowed To Non-Exclusively Digitally Distribute And Promote Your Content And Use Your Names.
In order for us to be able to distribute your Content and to represent to people that you have authorized us to distribute and sell your Content, you have to authorize and empower us to do those things in this Agreement. By clicking on the "I ACCEPT" button, you appoint us as your non-exclusive authorized representative for the Exploitation of your Content in accordance with the terms set forth in this agreement. Accordingly, you grant to us the right, to:a. Reproduce and convert your Content into Digital Masters.
b. Distribute by digital transmission Digital Masters of your Content as "singles", "albums" , "ringtones" or other "bundles", on-demand streams, "conditional downloads" or other configurations of Digital Masters used in the online music business in the Territory concerned, and to deliver those configurations of Digital Masters to End Users.
c. Edit and publicly perform, meaning to playback or otherwise make available in a publicly available way, portions of your Content ("Clips") (that we can create) by "streaming" that is primarily designed to have potential purchasers buy permanent downloads of your Content or subscribe to a service that includes your Content and generally help in the promotion of the sale or playback of your Content;
d. Reproduce and publicly perform any Composition embodied in a Digital Master derived from your Content (including any and all "server" or "ephemeral" copies), it being understood and agreed that we will not be obligated to account and pay mechanical royalties to you, all such sums being included in the wholesale price set by you;
2. Phibble Is Allowed To Non-Exclusively Promote and sell your Merchandise.
a. Distribute all of your available merchandise, including clothing (shirts, thongs, etc.), accessories (beenies, caps, scarves, etc.), concert tickets, posters, etc.
3. How Long This Agreement Lasts Is Up To You.
The time period that this Agreement is in effect begins on the Effective Date and continues as long as your Content is listed on the Phibble.com website(s). You may terminate this Agreement at any time by notifying us in writing.
4. You Own Your Content/Merchandise. Phibble Owns Our Data.
Again, we want to stress that by accepting this Agreement you are NOT transferring any ownership rights of any kind to any of your copyrights (song or sound recording) and no provision of, or potential ambiguity in, this Agreement will be construed by anyone to transfer any ownership rights in your copyright to us. However, we are the sole owner of all data we observe or collect during or after the Term as part of providing the Services, transaction data, file-share requests, file transfers, search requests, other shared materials, customer geographic and demographic information.
5. You Set The Prices, Phibble Will Take A Small Fee, And Send You Statements and Payments Each Month.
We will maintain a unified account (a "proceeds account") into which we will deposit net proceeds derived from sales of Content, Merchandise, Ringtones and against which we will debit all fees payable by you to us. All such fees are listed in Paragraph 5(b).. If we change our fee schedule, we will do so in accordance with the notification and modification process described in Paragraph 7(a).a. Payment to You: During the Term, we will deposit into your proceeds account all of your net proceeds received by us, less our applicable fees (as described herein), on a monthly basis, no later than forty-five (45) days following the end of each calendar month.
b. Fee Schedule
Item
Phibble Fee
Transaction Fee
Payout
Single Song Digital Download (Sold @ .99 US)
Non-DRM 320k Encoded High Quality MP30¢
33¢
66¢
Ringtones
0
60%;
30%;
All Other Content and Merchandise
10%
2% + 20¢
Just Shy of 88%
Store Set Up Fee
One-Time Fee Deducted from First Payment$10
N/A
N/A
6. Miscellaneous Understandings
By clicking on "I AGREE", you promise us that you have all rights necessary to give us your Content, Artwork and associated metadata, all at your sole cost and expense. You understand and agree that the only sums we are required to pay to you in connection with any and all Exploitations of your Content, Artwork or metadata will be the retail price therefor less any and all sums you are required to pay to us under this Agreement. You will be responsible for and will pay (i) any sums due to artists, authors, co-authors, copyright owners and co-owners, producers and any other record royalty participants from sales or other uses of Digital Masters; (ii) all sums payable in connection with the Compositions derived from sales or other uses of Digital Masters, (iii) for any rights, consents, or royalties payable to third-parties in connection with the delivery, encoding, transcoding, encrypting, use and/or distribution of Content; (iv) all payments that may be required under any collective bargaining agreements applicable to you or any third party, and (v) any other monies payable with respect to Exploitations of your Content, and Artwork, metadata and any other materials provided by you to us.a. You represent and warrant that you have the full authority to act on behalf of any and all owners of any right, title or interest in and to your Content or Artwork; and that you own or control all rights necessary in order to grant to us the rights and promises you grant to us under this Agreement, that the exercise of such rights, licenses and permissions by us and our Retailers and licensees will not violate or infringe the rights of any third party. b. Each party represents and warrants that it has full authority to enter into and fully perform its obligations under this Agreement and has obtained all necessary third-party consents, licenses and permissions necessary to do so; and neither party will not act in any manner which conflicts or interferes with any existing commitment or obligation of such party, and that no agreement previously entered into by such party will interfere with such party's performance of its obligations under this Agreement; and that each party represents and warrants that it will perform their obligations hereunder in compliance with any applicable laws, rules and regulations of any governmental authority having jurisdiction over such performance.
7. Everything Else.
Modification: we reserve the right to change all or part of this Agreement. Notice of any such changes will be provided through this website and via direct email. It is your responsibility to check these areas for any notices of modifications to this Agreement. If you do not consent to any such proposed changes your sole recourse will be to terminate this Agreement by written notice to us, and your failure to do so within ten (30) days of the date of any such change notice in writing will constitute your acceptance of such changes.a. Effect of Termination: the expiration of the Term of this Agreement will not relieve either party from their respective obligations incurred prior to or during the Term. Accordingly, the provisions of this Agreement will continue to apply even after the expiration of the Term.
b. Indemnification: if we receive a claim that our distribution of your Content or Artwork or any other materials provided or authorized by you violates any third party rights, you agree to fully indemnify and hold us harmless, and upon our request, defend us and our licensees and affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) concerning any such claim. Accordingly, you agree to reimburse us and our licensees and our affiliates on demand for any payments made in resolution of any liability or claim that is subject to indemnification under this Paragraph. You agree that your consent will not to be unreasonably withheld. We will promptly notify you of any such claim, and by obtaining, posting and maintaining an adequate bond for our benefit you may assume control of the defense of such claim, provided that we will have the right in all events to participate in the defense thereof.
c. The parties agree and acknowledge that the relationship between the parties is that of independent contractors. This Agreement will not be deemed to create a partnership or joint venture, and neither party is the other's agent, partner, or employee.
d. This Agreement contains the entire understanding of the parties relating to the subject matter hereof, and supersedes all previous agreements or arrangements between the parties relating to the subject matter hereof. This Agreement cannot be changed or modified except as provided herein. A waiver by either party of any term or condition of this Agreement in any instance will not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable, such determination will not affect any other provision hereof, and the unenforceable provision will be replaced by an enforceable provision that most closely meets the commercial intent of the parties.
e. "Territory" means the countries of the world.
f. Order Fulfillment Phibble shall not be responsible for delays and/or errors in fulfilling orders for Provider’s Content caused by Phibble’s Internet connection, equipment (including server) failure, distributors and/or delivery services and/or by Acts of God, and/or any other cause beyond the control of Phibble. Phibble shall not be responsible for any failure to list the submitted Content due to transmission errors and/or any other cause beyond the control of Phibble.