Terms of Use

Content Uploading Agreement

This Content Uploading Agreement (this "Agreement") is a legal agreement between you ("you") and MeeMix Ltd. ("MeeMix") which establishes the terms and conditions under which you may upload Your Content (as defined hereunder) on to the MeeMix website located at www.meemix.com (the "Website").

1.                   Accepting this Agreement. Uploading Your Content is subject to your acceptance of the terms of this Agreement. Your acceptance of the terms of this Agreement is established by checking the "I Accept" or similar box at the end of this Agreement and/or by uploading any Content to the Website. We suggest that you print or save a copy of this Agreement for your records.

2.                   Purpose of this Agreement. MeeMix provides a service by which music is made available to users over the Internet on MeeMix' Website (the "Service"). In providing the Service, MeeMix may use also affiliated outlets such as third party software client applications, widgets, blogs and social networks and third party hardware applications (for example internet radio players, media adapters and other hardware where music can be played). Pursuant to this Agreement and subject to the terms set forth herein, you may upload to the Website sound recordings, music videos and textual content (collectively, "Your Content" or "Content"). For the sake of clarity, this Agreement shall apply to you also if you are an authorized record Label, and the terms "Content" and "Your Content" shall apply, mutatis mutandis, to sound recordings, music videos and textual content of artists represented by you.

3.                   Your Content

3.1         When establishing an uploading account you will be required to set up an artist card ("Artist Card") which shall serve as your (or the artist represented by you, if you are an authorized record Label) personal "portfolio" and incorporate any and all Content you elect to upload, such as sound recordings and music videos, but which may also include textual information about yourself (or about the artist represented by you, if you are an authorized record Label) and the Content you provide. As part of the Artist Card you may include a link to webpage/s containing additional information about you (or the artist represented by you, if you are an authorized record Label) and/or Your Content ("Link"). All information included in your Artist Card (including in any Link) shall be deemed to be Your Content for the purpose of this Agreement.

3.2         When uploading Your Content to the Website, you agree that Your Content may be made available to users of the Service as part of MeeMix' ongoing, random, radio-like streaming selection. In addition, when registering for your uploading account, you will be asked for your permission in using Your Content for additional purposes, which include "On Demand" streaming of your entire sound recording and/or music video upon a user's request as well as downloading of your sound recording and/or music video to a user's computer. By checking the applicable box when registering for your account you hereby agree and permit MeeMix to use Your Content in the manner described in the registration form.

3.3         Following registration and creation of your Artist Card, MeeMix shall create a personal Artist Page, which shall be accessible by users of the Service ("Artist Page"). The Artist Page will include information that you provide when setting up your (or the artist's represented by you) Artist Card, as well as content posted by users of the Service (such as talkback postings) and Service-related content provided by MeeMix. You agree that MeeMix shall be entitled to edit, modify, assemble and lay out any content included in your Artist Page as it deems fit at its discretion and in doing so shall be permitted to edit, modify, reproduce and create derivative works of any of Your Content.

3.4         You understand and acknowledge that MeeMix shall be under no obligation to stream or use Your Content on the Website.

3.5         You shall retain all of your ownership rights in Your Content; however, you are required to grant limited license rights to MeeMix and other Website users, as detailed in section 4 below.

3.6         You understand and agree that you are solely responsible for Your Content and the consequences of uploading or publishing it, and MeeMix expressly disclaims any and all liability in connection with Your Content.

3.7         MeeMix reserves the right (but shall have no obligation) at any time and without prior notice to decide whether Your Content complies with the content requirements set forth in this Agreement and may remove specific Content or your Artist Card in its entirety in the event MeeMix deems, in its sole discretion, that it is in violation of this Agreement.

3.8         You agree that MeeMix may encode or transcode Your Content, provided that it shall not modify it.

3.9         You shall be free at any time and at your discretion, to remove any specific Content from the Website or to remove your Artist Card and all of Your Content therein in its entirety, in which case this Agreement shall terminate as set forth in section 10 below.

4.                   Grant of License

4.1         When you upload Your Content to Website, you grant MeeMix, a worldwide, free of charge, non-exclusive, royalty-free, transferable right and license (with the right to sublicense) to use, encode, reproduce, copy, distribute (only as part of the MeeMix Service), prepare derivative works of and display such Content in connection with the provision of the Service. For the sake of clarity, except as provided in section 3.3 above, it is expressly agreed that MeeMix shall not be entitled to edit or modify Your Content unless expressly agreed otherwise between you and MeeMix.

4.2         In addition to the license granted to MeeMix in section 4.1 above and subject to section 3.3 above, when uploading Your Content to the Website, you further grant each user of the MeeMix website, a worldwide, free of charge, non-exclusive, royalty-free license to access Your Content through the Website, and to use, listen to, view, download (if permitted by you when registering to your account), reproduce, and prepare derivative works of (to the extent applicable for downloading purposes) such Content to the extent permitted by the functionality of the Website.

4.3         The above licenses granted by you in Your Content shall terminate, with respect to specific Content, when you remove or delete such specific Content from the Website, and with respect to your Artist Card and all of Your Content as a whole, when you remove or delete your Artist Card from the Website. To the extent you upload any textual content apart from the Content you provide in your Artist Card (such as talkbacks with respect to other artists), the above licenses granted by you therein are perpetual and irrevocable but subject to your ownerships rights, which are retained by you as set forth in section 3.5 above.

4.4         All rights and licenses not expressly granted by you to MeeMix under this Agreement are reserved by you.

5.                   Delivery. You shall provide MeeMix with the materials detailed in MeeMix' Uploading Guidelines.

6.                   Warranties and Representations. You warrant and represent to MeeMix that:

6.1         The information you provided to set up your account is true, accurate and complete;

6.2         You have full right and authority to enter into this Agreement and grant the licenses set forth herein;

6.3         You are the owner or authorized user (such as, for example, an authorized record label) of Your Content throughout the world and you have (and will continue to have) all necessary licenses, rights, consents, and permissions which are required to enable MeeMix and the Website users to use Your Content for the purposes of the provision of the Services by MeeMix, and otherwise to use Your Content in the manner contemplated by this Agreement;

6.4         The use by MeeMix and/or Website users of Your Content shall not infringe upon the rights of any third party, including any intellectual property rights;

6.5         There is no present or prospective claim or litigation in respect of Your Content;

6.6         Any Links provided by you shall be solely to webpage/s that primarily feature information about you and/or Your Content (such as your artist website);

6.7         Your Content shall not include any advertising or promotional materials of any kind whatsoever.

6.8         Your Content does not include any ideas, content or material which are defamatory, pornographic, obscene, indecent, abusive, incites terrorism, offensive or menacing;

6.9         You have cleared all rights and made all payments due to any performing artist, collecting society, producer or contributor to Your Content and that no further payments shall be payable by MeeMix thereof for its and/or its Website users' use of Your Content; and

6.10      Your Content will not contain any contaminated file, viruses, worms, Trojan horses or other similar harmful or destructive code or program.

7.                   Indemnity. You will indemnify and hold MeeMix, its directors, officers, employees, affiliates, agents, contractors and licensors harmless with respect to any suits or claims arising out of any breach or non-performance by you of any of your representations, warranties or covenants contained in this Agreement, including, without limitation, the infringement by you of any third party copyright, performing right or any other intellectual property right.

8.                   Limitation of Liability. IN NO EVENT WILL MEEMIX BE LIABLE TO YOU FOR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, CORRUPTION OF FILES, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR ANY OTHER PECUNIARY LOSS) EVEN IF MEEMIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.                   Term and Termination

9.1         This Agreement shall start on the date that you either set up your Artist Card, deliver the Content to MeeMix, or upload the Content using the facility on the MeeMix Service, and shall continue from then until such time as you or MeeMix terminate this Agreement by:

9.1.1          You removing your Artist Card entirely and all of Your Content using the facility provided by the MeeMix Service; or

9.1.2          MeeMix removing your Artist Card entirely and all of Your Content at its discretion; or

10.               Other Terms. You agree that your conduct on the MeeMix website will comply with (and you agree that Your Content shall comply with) the MeeMix Website Terms of Use (as updated from time to time) which form a part of this Agreement. To the extent there is any conflict between the Website Terms of Use and this Agreement, the terms of this Agreement shall prevail.

11.               General

11.1      MeeMix may assign any of its rights under this Agreement. You may not sublicense, assign, or transfer any of your rights, duties, or obligations under this Agreement to any third party. Any attempt to sublicense, assign, or transfer any of your rights, duties, or obligations in violation of the provisions of this Agreement is void.

11.2      If you know of, or suspect, copyright infringement, please send a notice to copyrights@meemix.com. The notice must contain all of the information set forth in Section 512(c)(3)(A) of the U.S. Copyright Act, 17 U.S.C. § 101 et seq. as shall be modified.

11.3      MeeMix may, at its sole discretion, make changes to this Agreement at any time. If MeeMix does this, it will post the changes on this page. In certain circumstances, MeeMix may send an email to you notifying you of the change. You should, however, check this page from time to time to take notice of any changes. If you find any change unacceptable, you should terminate this Agreement by removing Your Content using the facility provided by the MeeMix Service. Failure to terminate this Agreement by removing Your Content following any change shall constitute your acceptance of the new terms of this Agreement.

11.4      This Agreement will be governed by the laws of the State of Delaware, USA, without giving effect to any choice-of-law or conflict-of-laws provisions. The exclusive jurisdiction for any claim, action or dispute with MeeMix or relating in any way to this Agreement will be in the competent courts of Delaware, USA.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND MEEMIX WITH RESPECT TO THE SUBJECT MATTER HEREIN AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND MEEMIX RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.