VENDOR AGREEMENT Updated January 12, 2015 Please read the following Vendor Agreement (this “Agreement”) carefully before signing up as an Artist, Label, Author, Film Creator, Publisher or Distributor (collectively called “Vendors”) on the
www.musicblastglobal.com website (the “Site”), before registering with or opening an account on the Site ("Account"), offering any products for sale on the Site or using the various Services we provide, as defined below, so that you are aware of your legal rights and obligations with respect to the Site or Music Blast Global and any of its affiliates, parents and subsidiaries (individually and collectively, "we," "us," “our” or "MBG"). o BY USING THIS SITE OR USING OUR SERVICES, INCLUDING PURCHASING ANY PRODUCT, YOU (I) SIGNIFY YOUR IRREVOCABLE ACCEPTANCE OF THIS PRIVACY POLICY; AND (II) REPRESENT THAT YOU ARE EITHER MORE THAN 18 YEARS OF AGE, AN EMANCIPATED MINOR, OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THIS PRIVACY POLICY, AND TO ABIDE BY AND COMPLY WITH THIS PRIVACY POLICY. IN ANY CASE, YOU AFFIRM THAT YOU ARE OVER THE AGE OF 13, AS THE SITE IS NOT INTENDED FOR CHILDREN 13 YEARS OF AGE OR UNDER. IF YOU ARE 13 YEARS OF AGE OR UNDER, YOU ARE NOT ALLOWED TO USE OR EVEN ACCESS THE SITE AND/OR THE SERVICES OR TO CREATE AN ACCOUNT. o OUR BUSINESS CHANGES CONSTANTLY, AS DO OUR POLICIES, RULES AND REGULATIONS POSTED ON THE SITE, INCLUDING THIS AGREEMENT. IT IS YOUR EXPRESSED OBLIGATION TO CHECK THE SITE FREQUENTLY TO SEE IF THERE ARE ANY RECENT CHANGES TO THIS AGREEMENT. WE RESERVE THE RIGHT TO REVISE THIS AGREEMENT AT ANY TIME WITHOUT PROVIDING NOTICE. YOUR CONTINUED USE OF THE SITE, THE SERVICES (AS HEREINAFTER DEFINED) AND/OR YOUR ACCOUNT SHALL BE DEEMED AN IRREVOCABLE ACCEPTANCE OF ANY SUCH REVISIONS. o ANY CONTROVERSY, CLAIM, DEMAND OR DISPUTE ARISING OUT OF OR IN RELATION TO ANY PORTION OF THIS AGREEMENT, OR THE BREACH THEREOF, MUST BE RESOLVED BY A COURT LOCATED IN INGHAM COUNTY, MICHIGAN EXCEPT AS OTHERWISE DESCRIBED IN THE ARBITRATION OPTION SECTION (SEE SECTION BELOW AND FOR FURTHER DETAILS). o YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL BE LIABLE UNDER ANY AND ALL OBLIGATIONS AS SET FORTH IN OUR SITE’S TERMS AND CONDITIONS AND THIS AGREEMENT. 1) Description of the Site: The Site directly promotes and permits its Users to promote digital content, such as sound recordings, videos and ring tones as well as promotional products and merchandise (“Products”) produced by, related to, promoted by or featuring various music artists, labels, distributors, film creators, publishers and authors (“Vendors”). The Site enables its users, members or visitors (“Users”) to purchase, rent or license (as applicable) Products, under certain terms and conditions as set forth in the Terms & Conditions. The Site may, now or in the future, also allow Users to communicate with other users based on mutual or expressed interests in various featured music artists, geographic location or musical genre. All activities and capabilities offered by or through the Site shall individually and collectively be referred to as “Services”. Users of the Site may, where and if available, submit any photograph(s), video(s), image(s), text, rating, opinions and/or comment(s) or other content to the Site (“Submission(s)”). MBG reserves the right to add, change, modify, suspend or discontinue any portion of the Site or the Service(s) offered at any time. MBG may also impose limits on certain Services or features and/or restrict User or Vendors access to parts of the Site or to the entire Site in our sole and absolute discretion and without notice or liability to anyone. 2) Selling Products. If you register any Products for sale via our Services, You agree, acknowledge, represent and warrant that: a) All Products you register for sale via MBG, the Site and our Services, and the offers and sale thereof, comply with all applicable U.S. federal and state laws and regulations. b) Without further conditions or limitations, You authorize MBG to list any Product You register for Sale and make it available for Sale to Users at a price you designate ("Retail Price"), according to our 3 price tiers. c) MBG may remove any Product from the Site at any time, in its sole discretion, without cause or notice to you or any penalty or liability for doing so. d) You will advise MBG of any regulatory or legal complaints, or threats of such complaints, that you receive in connection with or relation to such Product you receive from any person, company or entity that purchased such Product or received a Promotion in connection with such Product within two business days of your receipt of such complaint. You shall assist MBG, at your sole cost and expense, in taking any steps and actions, as necessary and appropriate, or as reasonably requested by MBG to respond to and/or resolve such complaints. e) For any retail transaction involving a physical product, MBG will collect and remit state or local transfer taxes (including but not limited to sales or use tax) where it is legally required to do so. Where MBG does not collect and remit state or local transfer taxes on a transaction, it is possible that you will have the legal obligation to pay such taxes. You may wish to consult a tax professional to determine if you will have this type of obligation in any particular state. f) You will not use the Site or our Services to: (i) make any false or deceptive statement or claim regarding your Product or sales of your Product; (ii) offer any promotions or incentives to Affiliates unless you intend to fulfill such promotions or incentives; or (iii) suggest in any way, whether express or implied, that your Product(s) are endorsed, approved or sponsored by MBG in any way. MBG reserves the right to suspend your ability to use the Site or our Services at any time. 3) Sale Earnings: At the completion of every Sale of your Products, your Account will be credited (“Payout”) the Retail Price minus any and all fees and costs. Fees and costs shall include both any and all Commissions paid out to Affiliates, both Direct and Downline, any applicable credit card processing fees and service fee paid out to MBG. The total amount retained will be fifty percent (50%) of the Retail Price (for single tracks), thirty percent (30%) of the Retail Price (for EP‘s and Albums). For non-music products (including magazines, books, DVDs, etc) we will retain twenty five percent (25%) of the Retail Price. For Concert Tickets we will retain $2.50 per ticket sold ($2.50 will be added to the sale price). All Payouts shall be subject to the following rules: (a) It is your sole obligation to designate the Retail Price, Commissions and any discounts offered to buyers of Product you list on the Site (We use a 3 price tier system for music products). (b) All Sales of your Products shall be subject to the Retail Price, Commissions and any discounts indicated at the time of Sale. (c) Your Account shall be credited for Payouts following receipt by MBG of payment for Sale and reporting by MBG’s own internal computer system. (i) You may cash-out (“Cash Out”) any Payout in accordance with the rules established by MBG and published to the Site, which may change from time to time at our sole and absolute discretion. The above not withstanding, a Cash Out must be for no less than $20.00 per transaction. (j) MBG may, in its sole and absolute discretion, force a Cash Out at any time. (k) Payouts credited to your Account do not accrue interest. (l) As a Vendor, you agree, acknowledge, represent and warrant that: a. MBG shall have the sole right and responsibility for processing all Sales. You acknowledge that all agreements relating to Sales shall be between MBG and the User. b. You will not suggest or imply any warranty or other policy with respect to any Products other than MBG’s written policies; c. You will not make any unlicensed or unauthorized use of or otherwise infringe or misappropriate any materials protected by any patent, copyright, trademark, trade secret, or other intellectual property or proprietary right ("IP Rights"). d. All communications and/or representations made by you in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive. Such disclosures and disclaimers must be made in a clear and conspicuous manner, and will otherwise comply with your country's laws and all U.S. federal and state laws, including U.S. Federal Trade Commission regulations, policies and guidelines governing advertising, disclosure and consumer protection, including the FTCs endorsement rules. e. Except as provided for by our Services, you will not offer, suggest or imply the availability of any rebates, coupons, tickets, vouchers or similar incentives to induce or encourage the purchase of a Product. f. If you send, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages ("Emails") in connection with the Promotion or Sale of any Product, then you agree, acknowledge, represent and warrant that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations. g. You assume sole responsibility for obtaining and maintaining all relevant and necessary licenses and permits associated with any business operations as MBG’s Vendor. h. You agree and acknowledge that MBG, in its sole discretion, may suspend your Account(s) or hold any or all funds in you’re Account if MBG suspects or has reason to believe and/or if a person otherwise claims that you have been involved with any of the following: i. Illegal activity, including but not limited to, fraud, spam or other illicit commercial activities or any other activity which violates any federal, state, local or foreign law whether currently in effect or hereafter enacted or amended ("Law"); ii. Violation or infringement of any person's rights, including without limitation, any IP Rights; iii. Misrepresenting, over-promising, making false, deceptive or misleading statements or any other acts in violation of federal or state law affecting consumer protection and commercial activities; iv. A breach of any term of this Agreement or otherwise violating MBG’s rules or policies or interfering with MBG's business. 4) Misconduct: Following the suspension of an account or holding of funds MBG may review your Account in any manner decided by MBG at its sole discretion. MBG may seize and/or retain funds in your Account as liquidated damages and/or for the benefit of third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to MBG. You agree and acknowledge that MBG may also pursue other remedies as allowed by law. 5) License: By registering and opening up an Artist Account, you hereby grant MBG the following rights in full and complete consideration of MBG’s promotion, marketing and Sale of your Products (the “Services”). The rights granted by you demand no further consideration due from MBG or any third party, and with the understanding that MBG, in its sole and absolute discretion may choose whether or not to open, maintain or cancel your Account. The following rights granted by you to MBG are a fundamental element of the basis of the bargain between us and you. These rights are required to permit the operation of our Services. The Site and Services would not be provided to you without such a grant of rights. a) You hereby grant MBG a non-exclusive, unlimited, worldwide, fully paid, irrevocable license to copyright, edit, copy, use, destroy, publish, broadcast, archive, retrieve, upload, excerpted, post, distribute, sell, market, promote, license, exhibit, transmit, project, reproduce, create derivative products of and otherwise use and/or exploit (together “Publish”) your Products together with any interviews, submitted information, video, audio, audiovisual or written materials as well as your name, voice, likeness, photograph, performance, appearance and any and all biographical material via, thru and on the Site as permitted by this Agreement or the Terms & Conditions as posted on the Site. The above license shall include the right granted by you to MBG to create, promote and distribute mixed tapes, CD or other compilations of songs and/or performances you Sell or Promote through the Site (“Mix Tapes”). MBG may, in its sole and absolute discretion, designate the Retail Price of any Mix Tapes. b) In the event you perform or display on the Site any material originally written, composed, choreographed, photographed or produced by you, (collectively called the “Original Material”), you hereby grant to MBG, without charge, any and all rights necessary to Publish the Original Material in any and all media and as part of MBG-produced or designed Products now known or hereafter devised, and for any other purpose worldwide. c) You hereby grant MBG a non-exclusive, unlimited, worldwide, fully paid, irrevocable, perpetual license to Publish your name, voice, likeness, photograph, audio/video and any and all biographical material for the purpose of advertising or promoting your participation on the Site. This provision shall survive termination of the Agreement. d) You understand that during the course of your participation on the Site you may reveal, and other parties may reveal, information about you that is of a personal, private, embarrassing or unfavorable nature, which information may be factual and/or fictional. You further understand that your appearance, depiction and/or portrayal on the Site may be disparaging, defamatory, embarrassing or of an otherwise unfavorable nature which may expose you to public ridicule, humiliation or condemnation. You further acknowledge and agree that MBG shall have the right to (a) include any or all such information and appearances, depictions or portrayals on the Site in its sole discretion, and (b) Publish the materials containing any or all such information and appearances, depictions or portrayals in any manner whatsoever in any and all media now known or hereafter devised, or for any other purpose in perpetuity. You hereby waive and shall have no claim against MBG for invasion of privacy, right of publicity violation, defamation or any other cause of action arising out of the production, duplication, broadcast or exhibition of your appearance on the Site and you expressly release MBG and its respective agents, employees, licensees and assigns from any and all claims which you have or may have for any such claims. e) You represent, warrant, covenant and indemnify MBG to the effect that (a) you are the sole and exclusive owner with all rights, titles and interests to and in any Products you Sell or other materials you make available or publish on the Site and (b) that any and all such Products are ones that you have originally created in their entirety and that no other parties need to be contacted for permission to Publish, air and otherwise use your Products, in whole or part, as set forth in this Agreement. f) You agree that the inclusion of your Products and your participation on the Site, if any, shall not be deemed to be a performance and is not employment under any collective bargaining agreement or performing arts guild and does not entitle you to wages, salary, residuals, corporate or other benefits (as for example, pension, health and welfare benefits) or other compensation under any such collective bargaining agreement or otherwise. g) You agree that you shall not have the right to terminate or rescind this Agreement or to enjoin or restrain the distribution or any other exploitation of the rights granted herein. h) You acknowledge that MBG is relying on your representations herein and that a breach by you hereunder would cause MBG irrevocable injury and damage that cannot be reasonably or adequately compensated by damages in an action at law; and, therefore, you hereby expressly agree that MBG shall be entitled to injunctive and other equitable relief to prevent and/or cure any breach or threatened breach of this Agreement by you. 6) Fees: Pricing will be as follows: Music - For Artists the price will be Free for a single and Free for an EP or Album. For Label’s the price will be $2 per release. For all Non Digital Product the price will be $60 per year and includes warehousing and fulfillment. Music Blast Global must provide warehousing and fulfillment for all Non Digital Product. UPC codes can be purchase for $15 per code, ISRC can be purchased for $10 per code. ISBNs can be purchased at $150 for 1. For Distributors supplying at least twenty five (25) releases there is no cost per release, except for any service fees or discounts on the Sale of your Products as indicated herein with: a) Digital Distribution: Artist shall pay a fee to MBG in exchange for MBG’s services in submitting Vendor’s Products to digital music services such as iTunes and Rhapsody via our digital distribution partner UGF Digital. b) CD Duplication: Artist shall pay a fee to MBG in exchange for MBG’s services in pressing physical copies of Vendor’s music CD and shipping or storing them. c) Featured Promotions: Vendor shall pay a fee to MBG in exchange for MBG’s services in advertising and promoting the Vendor on the Site’s Artist, Label or Distributor pages. d) Site’s Radio: Artist shall pay a fee to MBG in exchange for MBG’s services in featuring or promoting the Artist’s, Label’s or Distributor’s music on the Site’s radio services as described therein. e) Mix-tape Publishing: Vendor shall pay a fee to MBG in exchange for MBG’s services in Producing or Publishing Vendor’s music in mix-tapes, as described therein. Further, MBG and Vendor shall equally share in any net revenues generated by the sale of these mix-tapes. f) Advertisers will pay for banner placements as well as co-branding as follows: Banner (350 x 350 pixels), displayed on the top page, rotating - $75 per week or $225 per month, Banner (200 x 100), displayed at bottom of page, across all pages - $40 per week or $140 per month. Ad Sponsorship - $300 per month and includes placement in various print, digital, television or radio campaigns places by Music Blast Global. Music Blast Global will have final say as to which campaigns contain a particular advertisement. 7) Term/Termination: We may decide at any time in our sole and absolute discretion whether to remove and/or terminate your access to the Site or our Services, for any reason, including but not limited to violations of this Agreement or the Terms & Conditions. We may or may not provide notice to you of such termination through any reasonable means including, but not limited to, sending notice to you at the e-mail address that you provided during or subsequent to registration or purchase. Such termination is effective when executed by us or upon transmittal by us. However, your obligations of indemnification pursuant to this Agreement and the Terms & Conditions shall survive any termination or the cancellation of Account or this Agreement. a) Withdrawal of consent or request to have your Account terminated will have no effect on the legal validity and/or enforceability of these Terms & Conditions for the time period prior to your request and during the time period needed for us to reasonably act to comply with your request. 8) Indemnification: You agree to indemnify, defend and hold us, and our subsidiaries, affiliates, officers, parent companies, agents, co-branders or other partners, and employees (each a "Covered Party"), harmless, at your expense, against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys' fees and other dispute resolution expenses) incurred by any Covered Party or other third party and arising out of, (i) your use or misuse of the Site or the Services, (ii) arising from your breach of this Agreement, or (iii) arising from your violation or breach of any term of this Agreement, the Terms & Conditions or any policies, rules or guidelines referenced herein. 9) Warranties: You expressly agree that access and/or use of the Site and/or Services is at your sole risk. The Site and Services are provided on an "AS IS" and "AS AVAILABLE" basis, without any express or implied warranty of any kind, including, but not limited, non-infringement of intellectual property. The Site and/or Services may contain bugs, errors, problems or other limitations. a) We and the Covered Parties have no liability whatsoever for your use of, or inability to use, the Site and/or Services to the fullest extent permitted by applicable law. We and the Covered Parties are not liable to you or to any third party for any indirect, special, incidental or consequential damages, whether based on breach of contract, breach of warranty, tort (including negligence), product liability or otherwise, even if advised of the possibility of such damages. b) The negation of damages set forth above is a fundamental element of the basis of the bargain between us and you. The Site and Services would not be provided to you without such limitations. No advice or information, whether oral or written, obtained by you from us through the Site and/or Services shall create any warranty, representation or guarantee not expressly stated in this Agreement. We are not responsible to you and/or any third party, without limitation, for: 1) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to or alteration of, communications; 2) the conduct of any person, whether online or offline; 3) any computer virus or other malicious, destructive or corrupting code, agent, program or macros; or 4) any infringement of another's rights, including intellectual property rights. c) You agree that MBG is not the publisher of Submissions, as defined in the Terms & Conditions, found on the Site and, as such, shall not be liable for damages arising there from including, without limitation, any and all criminal and/or civil liability. d) MBG shall not be liable to you for any Services, goods and/or information available from third parties, even if obtained at or through the Site and/or Services. If you are dissatisfied with the Site and/or Services or with this Agreement, your sole and exclusive remedy is the cancellation of your Artist Account and to discontinue use of the Site and Services. 10) Miscellaneous: Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in, or associated with, the Site or Services is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision, or any other provisions in this Agreement. a) You expressly authorize us to comply with any and all lawful notices, subpoenas, court orders and/or warrants without prior notice to you. 11) Dispute Resolution: If a dispute arises between you and us, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and us agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our Services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by sending an email to
alr@musicblastglobal.com. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. a) Choice of Law and Forum - This Agreement shall be treated as though it were executed and performed in Lansing, Michigan and shall be governed in all respects by the laws of the State of Michigan without regard to conflict of law provisions. You agree that any Claim or dispute you may have against us must be resolved by a court located in Ingham County, Michigan, except as otherwise agreed by the parties or as described in the Arbitration Option section below. You agree to submit to the personal jurisdiction of the courts located within Ingham County, Michigan for the purpose of litigating all such Claims or disputes. b) Arbitration Option - For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. c) Improperly Filed Claims - All Claims you bring against us must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to the Dispute Resolution Section, we may recover attorneys' fees and costs up to $1,000, provided that we notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim. 12) Legal Warning: Any attempt by any individual, whether an Artist, Label, Distributor, Publisher or User to damage, destroy, tamper with, vandalize and/or otherwise interfere with the operation of the Site and/or Services, is a violation of criminal and civil law and we will diligently pursue all remedies in this regard against any offending individual or entity to the fullest extent permissible by law and in equity. 13) We may be contacted via email at :
alr@musicblastglobal.com or
info@musicblastglobal.com By clicking the “I Agree” check box you are certifying that you agree to the terms of this agreement.
