CONTENT ACCESS AGREEMENT
The Terms and Conditions of Use (these "Terms") set forth below govern the use of (which includes access to) the 24Six digital platform, including, but not limited to, the 24Six website and software applications that incorporate or link to these Terms (collectively, "24Six Platform") and any material that is made available through 24Six Platform (the "24Six Platform Content"). Use of the 24Six Platform may be subject to additional terms and conditions presented by 24Six.
24Six for Artists is made available to users in the entertainment industry for business purposes only and is not open to "consumers" as contemplated in applicable consumer protection laws, or anyone acting for personal, family or household purposes.
By signing up for, accessing, or otherwise utilizing the 24Six Platform, you agree to these Terms on behalf of the entity, organization or business that you represent , and you represent and warrant to 24Six that: (1) you are an authorized representative of that Contributing Artist with the authority to bind the Contributing Artist to these Terms; (2) the Contributing Artist agrees to be bound by these Terms; and (3) you agree to be bound by these Terms on behalf of such Contributing Artist. If you cannot agree to everything in the preceding sentence, then you must not use 24Six Platform.
Age and eligibility requirements
In order to use 24Six Platform, you must (1) be 13 years of age (or the equivalent minimum age in your home country) or older; (2) have parent or guardian consent if you are a minor in your home country; (3) have the power to enter a binding contract with us on behalf of your Contributing Artist and not be barred from doing so under any applicable laws; and (4) reside in a country where 24Six Platform is available. You also promise that any registration information that you submit to 24Six is true, accurate, and complete, and you agree to keep it that way at all times.
THE 24SIX SERVICE PROVIDED BY US
24Six has the right to track the volume of downloads and 24Six shall determine how the data will be used, if at all, in its sole discretion. The 24Six Platform will provide you access to usage data with respect to your content (“Usage Data”). 24Six makes no representation or warranty as to the accuracy of the Usage Data. All Usage Data is provided to you "AS-IS" and use of the Usage Data shall be at your sole and exclusive risk and discretion.
The 24Six Platform Content is stored in the 24Six database for the sole purpose of making such content available on the 24Six Platform. You shall not rely on 24Six Platform as your sole venue for storage of content. 24Six is not liable for damage to, deletion of, or failure to store any 24Six Platform Content.
24Six will track the current popularity of 24Six Platform Content on the 24Six Platform in a manner determined by 24Six in its sole and exclusive discretion, and shall be entitled to publish the list of trending 24Six Platform Content including, but not limited to, the order in which any particular 24Six Platform Content appears on the list of trending content. You acknowledge and agree that 24Six has full and absolute discretion to determine the list of trending content and you expressly waive any right to challenge or otherwise dispute 24Six’s determinations.
CONTENT AND INTELLECTUAL PROPERTY RIGHTS
The content you post on 24Six Platform
You, on behalf of your Contributing Artist, may post, upload, or otherwise contribute content to 24Six Platform ("User Content"). For the avoidance of doubt, "User Content" includes all information, materials and other content that is added, created, uploaded, submitted, distributed, or posted to 24Six Platform by users, which includes, but is not limited to, songs, podcast programs and videos. 24Six, and/or any third party appointed by 24Six, may in its sole and absolute discretion decide to use all, or parts of, the metadata provided in connection with such User Content, as well as to supplement and/or replace such metadata.
24Six may also post, upload, or otherwise contribute User Content to 24Six Platform on your behalf with prior written permission . 24Six has the sole discretion to categorize User Content as it sees appropriate.
You and your Contributing Artist are solely responsible for all User Content that you post or posted on your behalf by 24Six with prior written permission.
You covenant, represent and warrant, on behalf of your Contributing Artist, that, with respect to any User Content you post on 24Six Platform that to your knowledge: (1) you own or have the right to post such User Content; (2) such User Content, or its use by 24Six pursuant to the license granted below, does not (i) violate these Terms, applicable law, the regulations and rules of any guilds, unions or collectives, or violate or infringe upon the rights of any third party, including any intellectual property (including without limitation, copyright), publicity, privacy, personality, contract or other rights of others, or (ii) imply any affiliation with or endorsement of you or your User Content by 24Six or any artist, band, label, or other individual or entity without the prior express written consent from 24Six or such individual or entity; (3) you have and shall have acquired, retained and properly administered any third-party rights, licenses, authorizations, consents, permissions and approvals relating to the User Content you post to 24Six Platform and required by 24Six to exercise the license granted in these Terms; (4) you shall be solely responsible for complying with the terms and conditions set forth in each of the third-party licenses, authorizations, consents, permissions and approvals referenced in clause (3) of this paragraph, and you shall be solely responsible for making any and all payments of royalties, fees and any other monies (however characterized) to any and all third parties as and when required under such third-party licenses, authorizations, consents, permissions and approvals; (5) no royalties, fees or other monies (however characterized) are or shall be payable by or on behalf of 24Six to or on behalf of any person or entity in connection with or arising out of the User Content you post to 24Six Platform or the exercise by 24Six of the license granted in these Terms; (6) all User Content you post to 24Six Platform is and shall be correct, accurate, and does not contain any content that violates the terms of the Agreement and the representations and warranties set forth herein; and (7) you have and shall comply with all applicable laws, regulations and industry standards when posting User Content to 24Six Platform.
24Six is not responsible for what you or others post or share on 24Six Platform. To the extent you or your Contributing Artist has access to a particular page or account on 24Six Platform which is also accessible to one or more other users or subscribers, certain of your User Content (including, but not limited to, your name, role, access level and certain actions you take on 24Six Platform) may be visible to such other users or subscribers. Your right to access and edit pages or assets may differ depending on your underlying rights over that material and your level of access to 24Six Platform. In some cases, you may share editing rights of a particular page or account on 24Six Platform with other users or Subscribing Entities.
Takedowns and monitoring user content
24Six shall be under no obligation to include or distribute User Content via 24Six Platform. 24Six may, but has no obligation to, monitor or review User Content. Except to the extent prohibited by applicable law, 24Six reserves the right to remove or disable access to any User Content from 24Six Platform in its sole discretion, for any or no reason. 24Six may take these actions without prior notification to you or any third party and without any liability to you for such removal. In the event that any content removed by 24Six from the 24Six Platform by 24Six pursuant this provision, the Artist shall be free to make such content available on any other platform that it deems appropriate.
Licenses that you grant to us – User Content
24Six does not claim any ownership rights in the User Content you post to 24Six Platform. After posting User Content to the Service, as between you and 24Six, you will continue to retain any rights you may have in your User Content, including any intellectual property rights or other proprietary rights associated with your User Content, subject to the license you grant to 24Six.
By posting User Content to the Service, you, on behalf of your Contributing Artist, grant 24Six a license to reproduce, make available, perform and display, translate, distribute, and otherwise use such User Content through any medium, whether alone or in combination with other content or materials, in connection 24Six's streaming service. You further grant us the right to use your name, likeness, song, video, podcast program, and photograph on 24Six Platform and 24Six's music streaming service and in our marketing communications to advertise, market and promote the availability of your User Content on 24Six Platform and 24Six's music streaming service with prior written approval. Where applicable and to the extent permitted under applicable law, you also agree to waive, and not to enforce, any "moral rights" or equivalent rights, such as your right to be identified as the author of any User Content.
Compensation to Song Artist
24Six will distribute to the song artists collectively, on a monthly basis, a fixed percentage of all subscription-based net revenue in an amount of thirty percent (30%) of such net-revenue, which shall be subject to periodic increases at the discretion of 24Six, based upon the total number of subscribers, but which shall, at no point, be less than thirty percent (30%) (the “Artist Revenue Pool”). The allocation of the Artist Revenue Pool to individual song artists, will be in proportion to the number of downloads generated by such song artist in comparison to the total number of downloads for the relevant period. For the purposes of allocation of the Artist Revenue Pool, each download must have been played for a minimum of 20 seconds. The allocation of the Artist Revenue Pool shall be made by 24Six based solely on its data and its determination shall be final and binding.
Compensation to Podcasters and Video Creators
24Six will distribute, on a monthly basis, thirty percent (30%) of all revenue generated from advertisements (“Podcast and Video Revenue Pool”) to the podcasters and video creators collectively. The allocation of the Podcast and Video Revenue Pool to individual podcasters and video creators will be thirty percent (30%) of the revenues generated from advertisements listened to or played on such podcast and video. For the purposes of allocation of the Podcast and Video Revenue Pool, each advertisement must have been played or listened to for a minimum of 15 seconds. The allocation of the Podcast and Video Revenue Pool shall be made by 24Six based solely on its data and its determination shall be final and binding.
With 24Six’s music streaming service, users are able to subscribe, download and listen to the song, hear the podcast and view the video offline. While offline, 24Six will still be able to track offline use, however, such data will only become available once users go back online. As a result, the streaming data of a particular song artist and the advertisement revenue generated from a podcast or video are not fixed and will be subject to adjustment if and when users come back online. Upon receipt of such data, 24Six will adjust the revenue due to the song artists, podcasters, and video creators, which sum may be deducted or added to the next distribution. In the event that an adjustment is made after you terminate this Agreement, you should be entitled to receive such additional funds, or, you shall refund such excess funds as the case may be. This provision shall survive termination of this Agreement.
DISPUTES AND PROBLEMS
Limitation of liability and time for filing a claim
You agree that your sole and exclusive remedy for any problems or dissatisfaction with 24Six Platform is to uninstall any 24Six software and to stop utilizing the 24Six Platform. 24Six shall have no obligation or liability arising from or related to third-party applications or the content thereof made available through or in connection with 24Six Platform, and while your relationship with such third-party applications may be governed by separate agreements with such third parties, your sole and exclusive remedy, as with respect to 24Six, for any problems or dissatisfaction with any third-party applications or the content thereof, is to uninstall or stop using such third-party applications.
In no event will 24Six, its officers, members, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers, or licensors be liable for (1) any indirect, special, incidental, punitive, exemplary, or consequential damages; (2) any loss of use, data, business, or profits (whether direct or indirect), in all cases arising out of the use of or inability to use 24Six Platform, devices, third- party applications, or third-party application content, regardless of legal theory, without regard to whether 24Six has been warned of the possibility of those damages, and even if a remedy fails of its essential purpose.
24Six and Contributing Artist agree, to the fullest extent permitted by law, to indemnify and hold each other, their directors, officers, employees, affiliates, agents, contractors, and licensors harmless from and against any and all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) a breach of any of these Terms (including any additional 24Six terms and conditions incorporated herein); (2) any representation or warranties made by either party herein, (3) any User Content posted, contributed or otherwise made available on the 24Six Platform; (3) any activity in which either party engages on or through 24Six Platform; and (4) violation by either party of any law or the rights of a third party.
24Six has the option to terminate if you breach any of these Terms.
Any party to these Terms may cancel at any time.
GOVERNING LAW, MANDATORY ARBITRATION
Governing law and jurisdiction
These Terms are governed by and shall be construed in accordance with the laws of Orthodox Judaism, as determined by the arbitrators set forth in the proceeding section. In the event that any dispute, claim, or controversy arises in connection with these Terms or 24Six Platform that is not subject to mandatory arbitration under the Arbitration Agreement below, then such matter shall be subject to the laws of the State of New York, United States of America, without regard to New York's choice or conflicts of law principles and each party agrees to the jurisdiction of the federal and state courts located in New York County, New York, to resolve such dispute. NOTHING HEREIN SHALL BE CONSTRUED TO CREATE A RIGHT TO LITIGATION OR OTHERWISE UNDERMINE THE ARBITRATION AGREEMENT SET FORTH BELOW.
Dispute Resolution and Arbitration Agreement
Any claim arising under these terms must be commenced by filing a demand for arbitration or filing an individual action under the arbitration agreement below within one (2) years after the date the party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. The parties expressly agree that any and all disputes or controversies arising out of this Agreement, its performance, or the alleged breach thereof, if not disposed of by agreement, shall be submitted for resolution by binding arbitration before the Beth Din of America (https://bethdin.org/). If the Beth Din of America is not available or otherwise unable to adjudicate the dispute, the parties shall engage in the process known as “Zabla” whereby each parties designates one rabbinical court judge and those judges jointly designate a third judge. The decision of the arbitrators shall be final and conclusive on the parties and shall be a bar to any suit, action or proceeding instituted in any federal, state or local court or before any administrative tribunal. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorney fees and costs only where allowable under applicable law), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Terms.
If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in the 'Governing law and jurisdiction' section above shall govern with respect to any aspect of any dispute, claim or controversy that, as a result of such invalidation, is no longer governed by this Arbitration Agreement.
ABOUT THESE TERMS
Other than as stated in this section or as explicitly agreed upon in writing between you and 24Six, these Terms constitute all the terms and conditions agreed upon between you and 24Six and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.
Changes to these Terms
We may make changes to these Terms (including any additional 24Six terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means, including by posting the revised Terms on the applicable 24Six Service (provided that, for material changes, we will seek to supplement such notice by email, an in-service pop-up message or other prominent notice within the Service, or other means). Any such changes will not apply to any dispute between you and us arising prior to the date on which the Terms were changed. Your use of 24Six Platform following any changes to these Terms will constitute your acceptance of such changes. If you do not wish to continue using 24Six Platform under the updated Terms, you may terminate your account by contacting us.