Set.fm reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement pursuant to the provisions below. In the event of substantive changes to the terms of this Agreement, you will be notified by email. If any modification is unacceptable to you, your only recourse is to discontinue use of the Services. Your continued use of the Services following posting of a change notice or new agreement on the Site or notice to you via e-mail, will constitute your binding acceptance of the changes and thereby waives any rights or remedies you may otherwise have had.
YOU ARE RESPONSIBLE FOR MAINTAINING A VALID E-MAIL ADDRESS ON FILE WITH SET.FM FOR SO LONG AS YOU USE ANY SERVICES.
Any live recording uploaded to Set.fm’s website, applications, or forwarded to Set.fm by Artist for manual upload shall collectively be referred to as a "Recording" or "Recordings", as the case may be. Artist shall retain all property rights and copyrights in such Recordings, but Artist explicitly agrees that Artist shall only distribute such Recordings via Set.fm, even if Artist opts to terminate this Agreement or otherwise opts to cease selling the Recording via Set.fm. Artist hereby grants Set.fm, its successors in interest, assigns and licenses the exclusive, world-wide, irrevocable right to record, copy, create derivative works, dub, sell, lease, license, market, exploit for commercial gain, distribute, whether to the public or to private entities, online, electronically, via analog transmission, or by any media currently available or hereafter created or devised, the Recordings (hereinafter the "License"). By way of example, the License allows Set.fm the exclusive right to distribute the Recordings in any media and format, order, in any place in the world subject only to the terms and conditions contained herein and those incorporated by reference. Artist agrees to these terms and conditions for each new Recording uploaded to Set.fm, including any and all amendments.
In exchange for the License by Artist to Set.fm of the Recordings and all associated rights (including but not limited to the right to copy, sell, distribute, sample, make derivative works, sublicense, purchase, and market), Set.fm agrees to pay Artist seventy percent (70%) of all net sales (net of taxes and transaction costs) of live recordings which occurred by or through Set.fm (the “Payment”). Set.fm shall pay Artist monthly via check or Paypal or similar such account as determined in the sole discretion of Set.fm. Set.fm shall provide an accounting of all Sales concurrently with the monthly payment. Artist agrees to assist and sign any other document to carry out the reasonable intent of the parties. Artist shall not have any right in, nor shall Artist receive any compensation for, any advertising revenues, marketing revenues, partnership revenues, revenue by any Set.fm affiliate, joint ventures, other artist revenues, or revenues of any form from Set.fm’s website and applications (except for sales directly related to Artist’s Recordings). Notwithstanding anything else to the contrary contained herein, Set.fm shall only make Payment to Artist if Set.fm receives all necessary consents from the Artist and their respective copyright and rights holders, and Set.fm actually receives money for such sales, and such sale of the Artist’s set is lawful and does not infringe upon any copyright or rights holder. It is expressly understood that Set.fm shall only be obligated to make Payment to Artist upon receipt of good funds and shall not be obligated to make Payment to Artist for promotional or free Recordings distributed by Artist via Set.fm. All payments are net thirty (30) days from the last day of the month in which the transaction (sale) occurred. Artist explicitly agrees and consents to pay Set.fm, any transaction cost or tax associated with any promotional or free Recordings distributed by Set.fm on behalf of Artist, if any such expenses are incurred by Set.fm. Artist may opt to use Set.fm’s fee-based “Hidden Set” functionality to distribute Recordings, or portions thereof, to the public in exchange users’ email addresses. Set.fm shall assess a fee, for each Recording (or portion thereof) so distributed, ranging from $.15 to $.30, at Set.fm’s sole discretion. You explicitly agree to allow Set.fm to offset any monies owed to You on account of expenses and costs incurred by Set.fm on Your behalf.
This Agreement is global in scope and Set.fm shall have the exclusive right to sell, distribute, make derivative works, market, license, reproduce, and exploit for commercial gain the Recordings throughout the world. The term of this Agreement shall be for the life of the copyright in the Recordings and any extensions as per Form SR of the US Library of Congress. However, notwithstanding anything else to the contrary contained herein, Artist shall have the right to terminate this Agreement, and the License, upon thirty (30) days’ written notice to Set.fm. The address for notice to Set.fm shall be 902 E. 5th St, Suite 208, Austin TX 78702 unless changed by an authorized representative of Set.fm and communicated to Artist in writing. Notwithstanding anything else to the contrary contained herein, Artist may request that Dejast take down any Recording, or part thereof, and Set.fm shall take down such Recording or part within seven (7) days written notice to Set.fm. Artist shall indemnify, defend and hold Set.fm harmless from and against any injury, damage, liability, loss of profits, demand or lawsuit arising from taking down any Recording, or part thereof. Set.fm reserves the right to take down any or all of Artist’s Recordings from its websites and applications for any reason or no reason.
Set.fm shall grant Artist the Right of attribution to each Recording and shall distribute any and all Recordings of Artist with the attributes provided in the Artist Portal of the Set.fm website or applications.
Artist agrees to indemnify, defend, and hold Set.fm and its members, affiliates, officers and directors from and against: (1) any breach of this Agreement, (2) any claim, lawsuit, demand, royalty, cause of action or sum due as a result of a breach of any warranty or representation contained herein, (3) any claim, lawsuit, demand, royalty, cause of action arising out of Artist’s breach of contract, negligence, or intentional conduct or copyright infringement. Artist expressly waives any cause of action against Set.fm and its members, affiliates, officers and directors.
Artist expressly agrees that any liability by Set.fm shall be limited to the amount of total sales by Set.fm of Artist’s Recordings. Artist expressly waives any and all rights to punitive damages, consequential damages, attorneys fees, delay damages, and liquidated damages. Artist agrees that this limitation of liability is a material inducement for Set.fm to distribute Artist’s Recordings, and Set.fm would not otherwise distribute, sell, market, exploit for commercial gain, and copy Artist’s Recordings.
All duties, obligations and rights of Artist hereunder are personal and non-assignable. This Agreement shall be binding on the respective parties, their successors, and assigns.
This Agreement contains all of the understandings, oral and written, of the parties and merges al previous agreements. Set.fm reserves the right to modify the terms and conditions hereunder upon 30 days written notice to Artist. Artist may not modify this Agreement without the written consent of Set.fm. If any portion of this Agreement is found to be invalid or unenforceable, it shall not affect the balance of this Agreement.
This Agreement shall be governed solely by Texas law. The venue for any litigation involving this Agreement shall be exclusively Austin, Texas in any court of competent jurisdiction therein.
The Parties agree that they are independent contractors and no partnership, joint venture, or affiliation of any sort is contemplated by this Agreement. No employer or employee relationship is intended. Set.fm shall not be responsible for any taxes, fees, charges or business licenses or permits of any sort related to the Artist (except as required under this Agreement).
Artist agrees that no grant or license by Set.fm of any right, copyright, patent, trademark, application, or software or intellectual property (“Set.fm Intellectual Property Rights”) right is contemplated by this Agreement and that any such rights are and shall remain the sole property of Set.fm and Artist shall not copy, sell, distribute, use, modify, or license such Set.fm Intellectual Property Rights without the express written consent of Set.fm.
The Artist and the person completing this Agreement ("Signatory") agree, represent and warrant that they are not creating this Set.fm artist account for the sole purpose of harassing, annoying, libeling, slandering, bullying, and misrepresenting or deceiving to the public any person, place, organization, company, or thing. The Artist and the Signatory also represent and warrant that they are not opening this Set.fm artist account for the sole purpose of violating any law, treaty, regulation or code. Artist and the Signatory, jointly and severally agree that they shall indemnify, defend and hold Set.fm harmless from and against any breach of this section. This section shall survive the termination and expiration of this Agreement.
The Signatory to this Agreement represents and warrants the she or he has all necessary authority to bind the Artist to this Agreement. Signatory agrees to indemnify, defend and hold Set.fm harmless from and against any dispute arising out of this section or any breach of this section. This section shall survive the termination and expiration of this Agreement.